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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
FRENCH FRAGRANCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
357 658 103
(CUSIP Number)
Bedford Capital Financial Corporation
c/o Holowesko & Company
West Bay Street
P.O. Box N7776-111 Nassau, Bahamas
Attention: Lynn Holowesko
(242) 356-2446
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 12, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D CUSIP NO. 357 658 103
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bedford Capital Financial Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SECURITIES AND EXCHANGE COMMISSION USE ONLY
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4 SOURCE OF FUNDS*
OO, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Liberia
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NUMBER OF 7 SOLE VOTING POWER
SHARES 142,410
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 142,410
PERSON 10 SHARED DISPOSITIVE POWER
WITH ---
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,410
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14 TYPE OF REPORTING PERSON*
COMPANY
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(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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This Amendment No. 4 amends the Statement on Schedule 13D dated April
16, 1996, which was previously amended by Amendment No. 1 to Schedule
13D dated May 28, 1996, Amendment No. 2 to Schedule 13D dated July 3,
1996, and Amendment No. 3 to Schedule 13D dated March 17, 1997, filed
on behalf of Bedford Capital Financial Corporation ("BCFC"), a
Liberian corporation, Bedford Capital Corporation, a Canadian
corporation which until July 1, 1998 was a wholly-owned subsidiary of
BCFC, and Richard C. W. Mauran.
Item 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the
Common Stock, $.01 par value per share ("Common Stock"), of French
Fragrances, Inc. (the "Company"). The Company's executive offices are
located at 14100 N.W. 60th Avenue, Miami Lakes, Florida 33014.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of BCFC. In May 1998, BCFC
ceased conducting fund management and merchant banking activities and
converted to a private liquidating trust to allow BCFC to distribute
its holdings to its public shareholders. At that time, BCFC ceased
having directors and officers and instead became managed by three
trustees, one of whom is Richard C. W. Mauran, a director of the
Company. BCFC's principal business and office address is c/o
Holowesko & Company, West Bay Street, P.O. Box N7776-111, Nassau,
Bahamas.
The names, citizenship, business addresses and principal
occupations or employment of each of the trustees of BCFC (the
"Schedule A Persons") are set forth in Annex A hereto, which is
incorporated herein by reference.
During the last five years, neither BCFC nor any of the Schedule
A Persons have been convicted in a criminal proceeding. During the
last five years, neither BCFC nor any of the Schedule A Persons have
been parties to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding were
or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock (the "Shares") to which this Schedule
relates for BCFC include (i) shares of Common Stock, (ii) shares of
Common Stock issuable upon the conversion of the Company's Series B
Convertible Preferred Stock, $.01 par value per share ("Series B
Preferred"), and (iii) shares of Common Stock issuable upon the
conversion of the Company's Series C Convertible Preferred Stock, $.01
par value per share ("Series C Preferred"). The shares of Common
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Stock to which this Schedule relates in the case of Mr. Mauran also
include (i) shares of Common Stock issuable upon the exercise of stock
options that are exercisable within 60 days of the date hereof (the
"Options"), and (ii) shares of Common Stock issuable upon the
conversion of the Company's 7.5% Subordinated Convertible Debentures
due 2006 (the "7.5% Debentures"). The Common Stock, Options and
Series B Preferred were acquired pursuant to the merger in November
1995 (the "Merger") of a Florida corporation known as French
Fragrances, Inc. ("FFI"), of which BCFC and certain of its former
officers and directors and affiliates (collectively, the "BCFC
Persons") were shareholders, with and into the Company (which was then
known as Suave Shoe Corporation ("Suave")). Following the Merger,
Suave, as the surviving corporation, changed its corporate name to
"French Fragrances, Inc." Upon the effectiveness of the Merger, all
of the shares of capital stock of FFI owned by BCFC and the BCFC
Persons were converted into shares of the equivalent capital stock of
the Company in accordance with the terms of the Agreement and Plan of
Merger, dated as of May 19, 1995, between Suave and FFI (the "Merger
Agreement"). In addition, certain options to purchase common stock of
FFI held by the BCFC Persons were converted into the Options in
accordance with the terms set forth in the Merger Agreement.
In addition, in March 1996, BCFC and certain of the BCFC Persons
acquired shares of the Company's Series C Preferred, which are
immediately convertible into shares of Common Stock on a one-for-one
basis upon payment of a conversion price of $5.25 per share. In
exchange for $3,000,000 of financing (the "Financing"), the Company
issued $3,000,000 aggregate principal amount of 8% Secured
Subordinated Debentures due 2005, Series II, and 571,429 shares of
Series C Preferred.
In July 1996, certain of the BCFC Persons also acquired 7.5%
Debentures, which are immediately convertible into the number of
shares of Common Stock corresponding to the principal amount of 7.5%
Debentures being converted divided by $7.20. The 7.5% Debentures were
issued in exchange (the "Exchange Offer") for the outstanding shares
of Series A Preferred Stock, $.01 par value per share, and outstanding
principal amount of 12.5% Secured Subordinated Debentures due 2002 of
the Company.
Item 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Shares (and the convertible
securities to which a portion of the Shares relate) were acquired in
connection with the Merger, the Financing and the Exchange Offer and
were acquired for investment purposes. On April 12, 1999, pursuant to
its plan of liquidation described in Item 2 above, BCFC distributed an
aggregate of 320,022 shares of the 397,301 shares of Common Stock it
owned to its public shareholders. Further, on the same date, BCFC
distributed 32,348 shares of the 33,761 shares of Series B Preferred
it owned to its shareholders. In connection with such distributions,
entities controlled by Mr. Mauran received an aggregate of 154,419
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shares of Common Stock and 16,047 shares of Series B Preferred. BCFC
also intends to distribute to its stock option holders or its public
shareholders all of the Series C Preferred it owns and the remaining
shares of Common Stock and Series B Preferred it owns, or if it still
owns any shares on or about May 2001, then BCFC intends to sell those
shares. Additionally, the Schedule A Persons may, from time to time,
exercise the Options, convert the Series B Preferred, Series C
Preferred or the 7.5% Debentures or purchase additional shares of
Common Stock, sell or otherwise dispose of shares of Common Stock,
Series B Preferred, Series C Preferred or the 7.5% Debentures, make or
receive proposals and enter into negotiations with respect to such
transactions, or surrender such shares of Common Stock, Series B
Preferred, Series C Preferred, such 7.5% Debentures or such other
securities of the Company owned by them in connection with any merger,
tender offer or other acquisition transaction involving the Company.
Such decisions will be based upon the prevailing price or offered
price of the Common Stock, the Series B Preferred, the Series C
Preferred and the 7.5% Debentures, the value of the consideration
being offered in any merger, tender offer or other acquisition
transaction involving the securities of the Company and other relevant
factors.
Except as set forth herein, neither BCFC nor any of the Schedule
A Persons has any present intention to effect any of the transactions
enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
On April 12, 1999, in connection with its plan of liquidation
described in Item 2 above, BCFC distributed an aggregate of 320,022
shares of Common Stock and 32,348 shares of Series B Preferred to its
public shareholders and, as a result, ceased to be the beneficial
owner of more than five percent of the Common Stock. As of the date
hereof, BCFC, by virtue of Rule 13d-3 under the Act, may be deemed to
be the beneficial owner of 142,410 shares of Common Stock (the "BCFC
Shares") (approximately 1.0% of the outstanding Common Stock), which
includes (i) 77,279 shares of Common Stock owned by BCFC, (ii) 10,059
shares of Common Stock issuable upon the conversion of Series B
Preferred owned by BCFC, and (iii) 55,072 shares of Common Stock
issuable upon the conversion of Series C Preferred owned by BCFC. BCFC
has sole voting and dispositive power over the BCFC Shares.
As of the date hereof, Mr. Mauran, one of the Schedule A Persons,
by virtue of Rule 13d-3 under the Act, may be deemed to be the
beneficial owner of 2,139,964 shares of Common Stock (the "Mauran
Shares") (approximately 14.4% of the outstanding Common Stock), which
includes (i) 127,768 shares of Common Stock owned by Bed B.V.I. Corp.
("Bed BVI"), a company controlled by Mr. Mauran, (ii) 886,659 shares
of Common Stock owned by Euro Credit Investments Limited ("Euro
Credit"), a company controlled by Mr. Mauran, (iii) 115,441 shares of
Common Stock owned by Devonshire Trust ("Devonshire Trust"), a trust
of which Mr. Mauran is a beneficiary, (iv) 6,210 shares of Common
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Stock owned by Devonshire Holdings ("Devonshire Holdings"), a trust of
which Mr. Mauran is a beneficiary, (v) 95,014 shares of Common Stock
issuable upon the conversion of Series B Preferred owned by Bed BVI,
(vi) 489,051 shares of Common Stock issuable upon the conversion of
Series B Preferred owned by Euro Credit, (vii) 125,329 shares of
Common Stock issuable upon the conversion of Series B Preferred owned
by Devonshire Trust, (viii) 4,590 shares of Common Stock issuable upon
the conversion of Series B Preferred owned by Devonshire Holdings,
(ix) 108,254 shares of Common Stock issuable upon the conversion of
Series C Preferred owned by Euro Credit, (x) 23,264 shares of Common
Stock issuable upon the conversion of Series C Preferred owned by
Devonshire Trust, (xi) 109,114 shares of Common Stock issuable upon
the conversion of 7.5% Debentures held by Mr. Mauran, (xii) 1,850
shares of Common Stock issuable upon the conversion of 7.5% Debentures
held by Devonshire Trust, and (xiii) 47,420 shares of Common Stock
issuable upon the exercise of Options held by Mr. Mauran. Mr. Mauran,
Bed BVI, Euro Credit, Devonshire Trust and Devonshire Holdings, as the
case may be, have sole voting and dispositive power over the Mauran
Shares. In April 1999, Euro Credit purchased on the open market
shares of Common Stock at a price of $5.75 per share in five separate
transactions. Specifically, Euro Credit purchased 100 shares, 400
shares, 2,500 shares, 3,300 shares and 500 shares of Common Stock on
April 6, 8, 9, 12 and 15, 1999, respectively. Further, in connection
with the April 12, 1999 distributions by BCFC, entities controlled by
Mr. Mauran received the following securities of the Company: (i) Bed
BVI received 127,768 shares of Common Stock and 95,014 shares of
Common Stock issuable upon the conversion of Series B Preferred; (ii)
Devonshire Trust received 20,441 shares of Common Stock and 14,649
shares of Common Stock issuable upon the conversion of Series B
Preferred; and (iii) Devonshire Holdings received 6,210 shares of
Common Stock and 4,590 shares of Common Stock issuable upon the
conversion of Series B Preferred. All of these shares have been
included in the aggregate total of the Mauran Shares.
As of the date hereof, Lynn Holowesko, one of the Schedule A
Persons, by virtue of Rule 13d-3 under the Act, may be deemed to be
the beneficial owner of 479 shares of Common Stock (the "Holowesko
Shares") (less than 1% of the outstanding Common Stock), which
includes 275 shares of Common Stock owned by Seaview Trading
("Seaview"), a company of which Ms. Holowesko is a beneficiary, and an
additional 204 shares of Common Stock issuable upon the conversion of
Series B Preferred owned by Seaview. Seaview has sole voting and
dispositive power over the Holowesko Shares.
As of the date hereof, Suzanne J. Black, one of the Schedule
A Persons, does not beneficially own any shares of the Common Stock.
Except as set forth herein, neither BCFC nor any of the Schedule
A Persons have effected any transactions in the Company's Common Stock
during the past 60 days.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS:
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: May 6, 1999.
BEDFORD CAPITAL FINANCIAL
CORPORATION
By: /s/ Richard C.W. Mauran
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Richard C.W. Mauran
Trustee
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<TABLE>
<CAPTION>
ANNEX A
TRUSTEES OF
BEDFORD CAPITAL FINANCIAL CORPORATION
PRINCIPAL
OCCUPATION AND
NAME AND TITLE CITIZENSHIP BUSINESS ADDRESS<FN1>
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<S> <C> <C>
Richard C. W. Mauran United Kingdom Private Investor
Trustee
Lynn Holowesko Bahamas Partner,
Trustee Holowesko & Company
Suzanne J. Black Bahamas Managing Director,
Trustee Black & Associates Ltd.
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<FN>
<FN1> The business address of Mr. Mauran is Scotia Plaza, 40 King
Street West, Suite 4712, Toronto, Ontario, Canada M5H 3Y2.
The business address of Ms. Holowesko and Ms. Black is c/o
Holowesko & Company, West Bay Street, P.O. Box N7776-111,
Nassau, Bahamas.
</FN>
</TABLE>
