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Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 33-96338
SUPPLEMENT TO TODHUNTER INTERNATIONAL, INC. PROSPECTUS DATED MARCH 21, 1996
On the cover page of the Prospectus, the second to last paragraph thereon
shall be amended in its entirety as follows:
The Common Stock of the Company is traded on the American Stock
Exchange (the "AMEX") under the symbol "THT." On October 20, 1998,
the last sale price of the Common Stock as reported by the AMEX was
$6.8125.
In the section "Plan of Distribution" on page 10 of the Prospectus, the
first paragraph shall be amended in its entirety as follows:
The Company is registering the Shares on behalf of the Selling
Stockholders. As used herein, the term "Selling Stockholders" includes
donees and pledgees selling shares received from a Selling Stockholder
named in the Prospectus after the date of the Prospectus and this
Prospectus Supplement. The Shares may be offered by the Selling
Stockholders from time to time in transactions effected over the
American Stock Exchange or in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale,
at prices related to prevailing market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the shares for whom
such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). To the extent required,
the specific number of Shares to be sold, the terms of the offering
including the name or names of any such agent or dealer, the purchase
price paid by any such agent or dealer for the Shares and any applicable
commission or discount with respect to any particular offer will be set
forth in an accompanying Prospectus Supplement. The Selling
Stockholders and any broker-dealers or agents that participate with the
Selling Stockholders in the distribution of the shares may be determined
to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on
the resale of the shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
The section entitled "Selling Stockholders" on page 11 of the Prospectus
shall be replaced in its entirety with the following:
The following table sets forth certain information with respect
to the beneficial ownership of the Common Stock by the Selling
Stockholders as of October 20, 1998, and as adjusted to reflect the
sale of the Shares.
<TABLE>
<CAPTION>
Number of
Shares Number of Percentage of
Beneficially Shares Shares Common Stock to
Owned as Register- Beneficially be Owned upon
Name of Selling of October 20, ed Owned After Completion of
Stockholder 1998 Hereby Offering(1) Offering
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<S> <C> <C> <C> <C>
The DFA Group Trust -
9-10 Subtrust 87,000 87,000 0 0
The DFA Group Trust -
6-10 Subtrust 31,400 31,400 0 0
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U.S. 9-10 Small Company
Portfolio 48,000 48,000 0 0
U.S. 6-10 Small Company
Series 3,600 3,600 0 0
Herman I. Merinoff 48,979 48,979 0 0
Nancy Drucker Stone(2) 15,754 15,754 0 0
Patricia Drucker
North(2) 15,754 15,754 0 0
Steven Drucker(2) 15,755 15,755 0 0
Linda Merinoff(2) 15,755 15,755 0 0
Barbara Merinoff(2) 15,754 15,754 0 0
Charles Merinoff, as
Custodian for Brian
David Onufrychuk(2)(3) 1,742 1,742 0 0
Charles Merinoff, as
Custodian for Jacob
Paul Onufrychuk(2)(3) 1,742 1,742 0 0
Charles Merinoff, as
Custodian for Zachary
Onufrychuk(2)(3) 1,739 1,739 0 0
Spencer Merinoff(2) 15,755 15,755 0 0
Spencer Merinoff, as
Custodian for Leslie
Merinoff(2) 2,612 2,612 0 0
Spencer Merinoff, as
Custodian for Andrew
Merinoff(2) 2,612 2,612 0 0
Abby C. Crisses(2)(4) 10,448 10,448 0 0
Stephen Meresman(2) 5,224 5,224 0 0
Peter Baronoff(2)(5) 47,020 47,020 0 0
Peter Baronoff, as
Custodian for Shanna
Rose Baronoff(2)(5) 2,612 2,612 0 0
Peter Baronoff, as
Custodian for Jillian
Ray Baronoff(2)(5) 2,612 2,612 0 0
Charles Merinoff
Trust(2)(3) 10,530 10,530 0 0
Cathy Ellen Onufrychuk
Family Trust(2) 10,530 10,530 0 0
Bruce Levine(2) 13,061 13,061 0 0
Jack Battipaglia,
Jr.(2) 5,224 5,224 0 0
</TABLE>
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(1) Assumes the sale of all Shares covered by this Prospectus.
(2) These shares are currently held of record by The Blair Shareholders
Committee, Inc. (the "Committee"). The Committee has been formed to hold
of record an aggregate of 212,235 shares (the "Represented Shares") of
Common Stock which were previously held beneficially and of record by
certain of the Selling Stockholders (the "Represented Stockholders"), as
initially disclosed in the Company's Prospectus dated March 21, 1996. The
Committee has represented to the Company that (i) it shall act solely as a
nominee for the Represented Stockholders in order to facilitate the orderly
resale of the Represented Shares, (ii) the
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Committee does not have and will not receive any interest in the
proceeds of any of the Represented Shares that may be sold by the
Committee, which sales shall be made for the benefit of the Represented
Stockholders, (iii) each of the Represented Stockholders shall retain
beneficial ownership (as determined by Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder) of all Represented Shares contributed to the
Committee by each Represented Stockholder, and (iv) the Committee has
not received any consideration for the transfer of the Represented
Shares to the Committee from the Represented Stockholders.
(3) Former Director of Blair.
(4) Spouse of Andrew M. Crisses, a former director of the Company.
(5) Former Director and President of Blair, and former Senior Vice President of
the Company.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 26, 1998
