-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUJKOrZcS9MbX9GHv5BWOaaLFeAhnCVg07dPFtrgsENYBUaPFWHiy/EhwjNZO4p7 nGdeC+n77WgCEHRbbAHzxA== 0000950103-99-000826.txt : 19991227 0000950103-99-000826.hdr.sgml : 19991227 ACCESSION NUMBER: 0000950103-99-000826 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTER PARFUMS INC CENTRAL INDEX KEY: 0000822663 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133275609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40016 FILM NUMBER: 99718781 BUSINESS ADDRESS: STREET 1: 551 FIFTH AVE STE 1500 CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2129832640 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: JEAN PHILIPPE FRAGRANCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LVMH MOET HENNESSEY LOUIS VUITTON S A CENTRAL INDEX KEY: 0001092261 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 AVENUE HOCHE CITY: PARIS FRANCE BUSINESS PHONE: 01133144132222 MAIL ADDRESS: STREET 1: 30 AVENUE HOCHE CITY: PARIS FRANCE SC 13D/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) INTER PARFUMS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) ------------------- 472154301 (Cusip Number) Bernard Kuhn LVMH Moet Hennessy Louis Vuitton S.A. 30, avenue Hoche 75008 Paris France Tel. (331) 44-13-22-22 Fax: (331) 45-61-18-74 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 27, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] ================================================================================ SCHEDULE 13D CUSIP No. 472154301 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LVMH Moet Hennessy Louis Vuitton S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 467,400 8 SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 467,400 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 LVMH Moet Hennessy Louis Vuitton S.A., a French societe anonyme ("LVMH"), hereby amends and supplements its Report on Schedule 13D, originally filed on August 4, 1999 (the "Schedule 13D"), with respect to the purchase of shares of Common Stock, par value $0.001 per share (the "Common Shares"), of Inter Parfums, Inc. (formerly known as Jean Philippe Fragrances, Inc.), a Delaware corporation (the "Issuer"). Unless otherwise indicated, each capitalized terms used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. This Amendment No. 1 to the Schedule 13D is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by LVMH. It shall refer only to the information that has materially changed since the filing of the Schedule 13D. Item 2. Identity and Background. Item 2 of the Schedule 13D is amended and restated in its entirety as follows: "The person filing this statement is LVMH Moet Hennessy Louis Vuitton S.A., a French societe anonyme ("LVMH"), whose principal business office is located at 30, avenue Hoche, 75008 Paris, France. The business of LVMH is the ownership of interests in companies in the luxury products and wines and spirits sectors. The names, addresses, occupations and citizenship of the executive officers and directors of LVMH are set forth on Annex A hereto. LVMH holds the Common Shares through LV Capital USA, Inc., a Delaware corporation ("LV Capital"), whose principal business office is located at Two Park Avenue, Suite 1830, New York NY 10016. The business of LV Capital is the ownership of interests in, or the ownership of interests in funds that invest in, companies principally active in the distribution of luxury goods and other products. LV Capital is a wholly-owned subsidiary of LVMH Moet Hennessy Louis Vuitton Inc., a Delaware corporation ("LVMH Inc.") whose principal business office is located at Two Park Avenue, Suite 1830, New York NY 10016. The business of LVMH Inc. is the ownership of interests in companies principally active in the luxury goods business and the distribution of luxury products, outside of France. LVMH Inc. is a wholly-owned subsidiary of Sofidiv S.A., a French societe anonyme ("Sofidiv"), whose principal business office is located at 30, avenue Hoche, 75008 Paris, France. LVMH owns 99.99% of Sofidiv. The business of Sofidiv is the ownership of interests in companies active in, or owning interests in companies active in, the luxury goods business, particularly outside of France. The names, addresses, occupations and citizenship of the executive officers and directors of each of LV Capital, LVMH Inc. and Sofidiv are set forth on Annex A hereto. Financiere Jean Goujon S.A. ("FJG"), a French societe anonyme whose principal office and business is located at 11, rue Francois ler, 75008 Paris, France, owns approximately 40.75% of LVMH's share capital, representing approximately 59.04% of the voting rights of LVMH and may be deemed to control LVMH. The principal business of FJG is the ownership of interests in companies active in the luxury products and wine and spirits sectors. FJG is a wholly-owned subsidiary of Christian Dior S.A., a French societe anonyme ("Christian Dior") whose principal office and business is located at 30, avenue Montaigne, 75008 Paris, France. Christian Dior's principal business is the ownership of interests in companies active in, or owning interests in companies active in, the luxury products and wine and spirits sectors. Christian Dior is indirectly controlled by Financiere Agache, a French societe anonyme ("Financiere Agache") whose principal office and business is located at 11, rue Francois ler, 75008 Paris, France. Financiere Agache's principal business is the ownership of interests in companies active in, or owning interests in companies active in, the retailing business and the luxury products and wine and spirits sectors. Financiere Agache is itself indirectly controlled by Mr. Bernard Arnault (together with certain members of his family). Bernard Arnault is Chairman of the Board of Directors and Chief Executive Office of each of LVMH and Christian Dior. The names, addresses, occupations and citizenship of the executive officers and directors of each of FJG, Christian Dior and Financiere Agache are set forth on Annex A hereto. Page 3 of 11 Neither LVMH, nor to the best of its knowledge, any of LV Capital, LVMH Inc., Sofidiv, FJG, Christian Dior or Financiere Agache, or any of LVMH's, LV Capital's, LVMH Inc.'s, Sofidiv's, FJG's, Christian Dior's or Financiere Agache's respective executive officers and directors listed on Annex A hereto has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violation with respect to such laws." Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is amended and restated in its entirety as follows: "LVMH views the Issuer's business as complementary to its own portfolio, and has acquired the Common Shares for investment purposes. On September 27, 1999, LV Capital reached an agreement in principle (the "Agreement in Principle") with the two majority shareholders of the Issuer, Jean Madar and Philippe Benacin (together, the "Shareholders"), concerning an increase of LVMH's stake to 20% of the outstanding Common Shares. The Agreement in Principle contemplates that LV Capital will purchase such additional Common Shares from the Shareholders and other management and employees of the Issuer at a purchase price of $12 per Common Share. The Agreement in Principle also contemplates (i) an increase in the number of seats on the Issuer's Board of Directors from seven to ten, two of which will be designated by LV Capital, (ii) an amendment of the Issuer's Certificate of Incorporation permitting certain corporate actions to be taken only with the unanimous consent of the Board of Directors, (iii) certain restrictions on option grants to employees and directors of the Issuer, (iv) the grant of a preemptive right to LV Capital on future issuances of Common Shares, subject to certain exceptions, (v) the grant of reciprocal rights of first refusal by the Shareholders and LV Capital on proposed transfers of Common Shares, (vi) the grant of a tag-along right to LV Capital in the event that the Shareholders transfer Common Shares in a transaction that results in a change of control of the Issuer, (vii) the grant of a standstill by LV Capital limiting its holding of Common Shares to 25% of the outstanding Common Shares, subject to increase to the extent a third party acquires a higher percentage of the outstanding shares, and (viii) an agreement by the Shareholders not to compete with the Issuer. The shareholders agreement contemplated by the Agreement in Principle will remain in effect for so long as LV Capital holds more than 5% of the Common Shares. The Agreement in Principal is nonbinding and subject to the execution and delivery of mutually acceptable definitive documentation. The Agreement in Principle is set forth in the Term Sheet attached as Exhibit 1 to this Schedule 13D. The foregoing summary of the Agreement in Principle, as well as the other information contained in this report, is qualified in its entirety by reference thereto. The press release describing the Agreement in Principle is attached as Exhibit 2 to this Schedule 13D and is also incorporated by reference. Depending on market and other conditions (and subject to the Agreement in Principle), LVMH may from time to time acquire additional Common Shares if such Common Shares become available at prices that are attractive to it. On the other hand, depending on market and other conditions, LVMH may from time to time dispose of all or a portion of the Common Shares that it now owns or may hereafter acquire. Page 4 of 11 Except as set forth above, LVMH has no plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D." Item 5. Interest in Securities of the Issuer. Item 5(a)-(b) of the Schedule 13D is amended by replacing the words "Sofidiv Inc." in the first line thereof with the words "LV Capital". Item 5(c) of the Schedule 13D is amended by inserting the following sentence at the end thereof: "On September 27, 1999, LVMH caused its Common Shares to be transferred from Sofidiv Inc., a wholly-owned subsidiary of LVMH Inc., to LV Capital, another wholly-owned subsidiary of LVMH Inc." Item 7. Exhibits. Item 7 of the Schedule 13D is amended and restated in its entirety as follows: "Exhibit 1: Term Sheet dated as of September 27, 1999 among LV Capital, Jean Madar and Philippe Benacin. Exhibit 2: Press release dated September 28, 1999." Page 5 of 11 SIGNATURES 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. September 28, 1999 ------------------------------------ (Date) /s/ Bernard Kuhn ------------------------------------ (Signature) Bernard Kuhn, Director ------------------------------------ (Name/Title) Page 6 of 11 ANNEX A EXECUTIVE OFFICERS AND DIRECTORS The names of the members of the boards of directors and Executive Officers of LVMH, LV Capital, LVMH Inc., Sofidiv, FJG, Christian Dior and Financiere Agache and their present principal occupations are set forth below. Unless otherwise indicated, each individual is a citizen of the French Republic and the business address of each person is the address of the respective company with which such person is associated. 1. LVMH MOET HENNESSY LOUIS VUITTON S.A. 30, avenue Hoche 75008 Paris, France Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Bernard Arnault Chairman and CEO of LVMH, - Director; Chairman and CEO Chairman and CEO of Christian Dior S.A. - Executive Committee member Antoine Bernheim Partner of Lazard Freres & Cie - - Director; Vice-Chairman 121, boulevard Haussmann, 75008 Paris Jean Arnault Managing Director, Groupe Arnault S.A. - - Director Nicolas Bazire Managing Director, Groupe Arnault S.A. - - Director - - Executive Committee member, Development and Acquisitions Nicholas Clive Worms Partner of Worms & Cie - - Director 55, rue de la Boetie, 75008 Paris Michel Francois-Poncet Chairman of the Supervisory Board of Cie Financiere de - - Director Paribas 3, rue d'Antin, 75002 Paris Pierre Gode Chairman and CEO of Louis Vuitton - - Director 54, avenue Montaigne, 75008 Paris - - Executive Committee member, Administration Chairman and CEO of Financiere Agache Cornelius van Hen Hoeven Chairman and CEO of Royal Ahold - - Director Netherlands Dutch citizen Gilles Hennessy Member of the Executive Board of JA Hennessy & Co. - - Director (France) 1, rue de la Richonne, 16101 Cognac Cedex Jean Peyrelevade Chairman and CEO of Credit Lyonnais - - Director 19, boulevard des Italiens, 75002 Paris Page 7 of 11 Albert Frere Chairman and CEO of Frere-Bourgeois - - Director 12, rue de la Blanche Belgian citizen Borne 6280 Loverval, Belgium Jean-Marie Messier Chairman and CEO of Vivendi - - Director 42, avenue de Friedland, 75008 Paris Sir Charles David Powell Director of Matheson & Co. Ltd. - - Director 3 Lombard Street, London EC3V 9AQ England British citizen Yves Carcelle Chairman and CEO of Louis Vuitton Malletier - - Executive Committee member, Fashion, Travel and Leather Goods Patrick Choel CEO of LVMH Fragrances and Cosmetics - - Executive Committee member, Fragrances and Cosmetics Pierre-Mathieu Duhamel Company Secretary of LVMH - - Executive Committee member, Company Secretary Patrick Houel CFO of LVMH - - Executive Committee member, Finance Concetta Lanciaux Senior Vice President of LVMH, Human Resources - - Executive Committee member, Human Resources Pierre Letzelter Senior Vice President of LVMH, Selective Distribution - - Executive Committee member, Selective Distribution Daniel Piette Chairman & CEO of LV Capital - - Executive Committee member, LV Capital Bernard Rolley Senior Vice President of LVMH, Operations - - Executive Committee member, Operations Myron Ullman Managing Director of LVMH - - Executive Committee member, Group Managing Director - -U.S. citizen Philippe Pascal Chairman & CEO of Moet Hennessy - - Executive Committee member, Wines and Spirits Page 8 of 11 2. LV CAPITAL USA, INC. Two Park Avenue, Suite 1830 New York, NY 10016, U.S. Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Daniel Piette Chairman & CEO of LV Capital S.A. - - Director Jean Cailliau Deputy General Manager of LV Capital S.A. - - Director Bruce G. Ingram Senior Vice President and CFO of LVMH Inc. - -President - -U.S. citizen Louise Firestone Vice President, Legal Affairs, of LVMH Inc. - -Secretary - -U.S. citizen Michael T. Folkman Vice President, Taxes, of LVMH Inc. - -Vice President, Taxes - -U.S. citizen 3. LVMH MOET HENNESSY LOUIS VUITTON INC. Two Park Avenue, Suite 1830 New York, NY 10016, U.S. Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Pierre Gode Chairman and CEO of Louis Vuitton - - Director 54, avenue Montaigne, 75008 Paris - - President Chairman and CEO of Financiere Agache Patrick Houel CFO of LVMH - - Director Daniel Piette Executive Vice President of LVMH - - Director Bruce G. Ingram Senior Vice President and CFO of LVMH Inc. - -Executive Officer - -U.S. citizen Louise Firestone Vice President, Legal Affairs, of LVMH Inc. - -Secretary - -U.S. citizen Michael T. Folkman Vice President, Taxes, of LVMH Inc. - -Executive Officer - -U.S. citizen Page 9 of 11 4. SOFIDIV S.A. 30, avenue Hoche 75008 Paris, France Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Patrick Houel CFO of LVMH - - Director; Chairman and CEO Pierre Gode Chairman and CEO of Louis Vuitton - - Director 54, avenue Montaigne, 75008 Paris Chairman and CEO of Financiere Agache Daniel Piette Chairman & CEO of LV Capital - - Director 5. FINANCIERE JEAN GOUJON S.A. 11, rue Francois 1er 75008 Paris, France Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Pierre Gode Chairman and CEO of Louis Vuitton - - Director; Chairman 54, avenue Montaigne, 75008 Paris Chairman and CEO of Financiere Agache Denis Dalibot Managing Director of Financiere Agache - - Director Michel Liagre General Counsel of Financiere Agache - - Director Christian Dior S.A., 30, avenue Montaigne, 75008 Paris represented by Pierre Mathieu Duhamel - - Director Bernard Arnault Chairman and CEO of LVMH, - - Director Chairman and CEO of Christian Dior S.A. 6. CHRISTIAN DIOR S.A. 30, avenue Montaigne 75008 Paris, France Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Bernard Arnault Chairman and CEO of LVMH, - - Director; Chairman and CEO Chairman and CEO of Christian Dior S.A. Eric Guerlain 42 Berquelay Square, London W1X SDB, England - - Director; Vice-Chairman Page 10 of 11 France Participations et Gestion, 23 rue de l'Arcade, 75008 Paris represented by Antoine Bernheim - - Director Christian de Labriffe Partner of Rothschild & Cie - - Director 17, avenue Matignon, 75008 Paris Financiere Agache 11, rue Francois 1er, 75008 Paris represented by Pierre Gode Raymond Wibaux Chairman of Financiere Joire Pajot Martin - - Director 276, avenue de la Marne, 59700 Marcq-en-Baroeul 7. FINANCIERE AGACHE 11, rue Francois 1er 75008 Paris, France Name and Position Held Principal Occupations - ------------------------------------------------ ----------------------------------------------------- Pierre Gode Chairman and CEO of Louis Vuitton - - Director; Chairman 54, avenue Montaigne, 75008 Paris Denis Dalibot Managing Director of Financiere Agache - - Director Groupe Arnault S.A., 41, avenue Montaigne, 75008 Paris represented by Bernard Arnault - - Director Jean Arnault Managing Director, Groupe Arnault S.A. - - Director 30, avenue Hoche, 75008 Paris France Participations et Gestion, 7-9, boulevard Haussmann, 75008 Paris represented by Antoine Bernheim - - Director Montaigne Finance, 41, avenue Montaigne, 75008 Paris represented by Pierre Mathieu Duhamel - - Director
Page 11 of 11 EX-1 2 EXHIBIT 1 INTER PARFUMS TERM SHEET FOR DISCUSSION PURPOSES ONLY 1. Board Representation The number of directors is to be increased from seven (7) to ten (10), and two (2) seats on the Board of Directors of IP Delaware will be granted to LV Capital. 2. Decisions by the Board 2.1 The Majority Shareholders will agree to vote, and to cause the Directors to vote, for an amendment to IP Delaware's Certificate of Incorporation1 at the next annual meeting of shareholders in July 2000, which will require the following decisions regarding IP Delaware and its subsidiaries (including IP France) to be taken by unanimous consent of the Board members. 2.1.1 No material change in the business of IP Delaware and its subsidiaries from the fragrances and cosmetic business. 2.1.2 Decisions related to anti-dilution: - Issuance of any shares below fair market value; - borrowings aggregating in excess of an amount equal to the consolidated stockholder equity as shown in its most recent audited consolidated accounts of IP Delaware; - the entry into an agreement with a Majority Shareholder or any affiliate of a Majority Shareholder; [in addition, the Majority Shareholder or any affiliate of a Majority Shareholder cannot vote as a director on this type of transaction, as Delaware law states that a majority of distinterested directors must approve any such transaction for it to be valid] - ------------ 1 The matters covered by this term sheet will be reflected in a shareholders agreement between the Majority Shareholders and LV Capital, and the Majority Shareholders will use their best efforts to cause IP Delaware and its Board members to act in a manner consistent with the provisions of this Term Sheet. - dividends if such represent more than 30% of the annual net income of the company; - direct or indirect sale of a controlling interest of, or the business of IP France; - merger or consolidation (i) if not for fair value; or (ii) with company not engaged primarily in the fragrances and cosmetic business; - any amendment to the certificate of incorporation [in addition, this requires majority consent of the shareholders] or by-laws. 2.2 The following actions are to be discussed by the Board of IP Delaware and taken by a majority of the Board members: - sale, transfer, pledge or other disposition of all or any material portion of the assets (including the shares of any subsidiary); - acquisition of shares, securities or assets of any company or entity (except short term financial investments); creation of any company or entity; - the entry into, renewal or termination by the company into/of any trademark license agreement (LV Capital [as well as any director] may propose alternative solutions); - the entry into any material agreement or material transaction which is outside the ordinary course of business. [In some cases, this requires majority consent of the shareholders]. 2.3 LV Capital will receive monthly management reports, which are to contain net sales, operating income and disclosure of any highlights for the preceding month. In addition, LV Capital will be entitled to receive full quarterly management reports, which the Board discusses and reviews. LV Capital will agree to hold such information confidential and acknowledges its obligations under law not to buy or sell securities of IP Delaware or IP France on the basis of material non-public information. 2.4 Board meetings will be held at least once per quarter, one (1) in New York City, one (1) in Paris, and two (2) by conference telephone each year. 3. Grants of Options and Preemptive Rights 2 3.1 Stock Options 3.1.1 Plan for non-employee directors of IP Delaware is administered by a committee consisting of 2 outside directors, Messrs. Jean Levy and Francois Heilbronn; grants are automatically made on 1 February each year (options to purchase 1,000 to all directors except Mr. Caccamo, who receives an option for 4,000 shares); in addition, when first elected or appointed to board, option for 2,000 shares is granted; and all exercise prices are at fair market value at time of grant. 3.1.2 For all other option grants to employees and directors, the Majority Shareholders will agree to cause the full board of directors to limit the grant of options to 1.5% of the amount of outstanding shares of IP Delaware per annum within which the option committee can grant options to purchase shares. In addition, the Majority Shareholders will agree to cause the full board of directors to limit the grant of options to 1.5% of the amount of outstanding shares of IP France per annum. 3.2 Preemptive Right The Majority Shareholders will agree, in return for LV Capital becoming a strategic partner of IP Delaware, to cause the full board of directors to grant a preemptive right to LV Capital2 to purchase shares of IP Delaware for cash at fair market value upon issuance of shares to any party other than LV Capital, subject to the following exceptions: 1. shares issued upon exercise of options outstanding as of date agreement is signed; 2. shares issued upon exercise of options granted described in paragraphs 3.1.1 and 3.1.2, above; and 3. the limitation in the standstill agreement with respect to the number of shares to be owned by LV Capital. However, the limitation in the standstill agreement with respect to the number of shares to be owned by LV Capital will automatically be increased if any third party or group becomes the beneficial owner of more shares than LV Capital, solely to the extent to permit LV Capital to own 0.5% more than any third party or group. This limit, once - ------------ 2 Preemptive rights can only be granted in the Certificate of Incorporation, and the Majority Shareholders will agree to vote, and to cause the Directors to vote, for an amendment to IP Delaware's Certificate of Incorporation at the next annual meeting of shareholders in July 2000. 3 increased, will not be reduced even if the third party or group subsequently reduces its ownership. 4. Right of First Offer Each of the Majority Shareholders and LV Capital will inform the other party of any intent to sell shares. The non-selling party can make a bid for the shares within 10 business days or the right is waived for this transaction. In case the selling party turns down the offer, it may not sell the shares to a third party at a lower price than the highest bidder price. If the selling party has not sold its shares in a 60-day period, it must renew the hereabove procedure if it wants to sell shares. However, this clause shall not apply in case of non-substantial sales, i.e. which do not exceed in aggregate 1% of the outstanding share capital per year. 5. Sale on Change of Control If any of the Majority Shareholders sells shares to a third party, which results in a change in control, then LV Capital shall have the right to join in such sale for all of its shares. 6. Standstill Agreement 6.1 LV Capital will agree not to: seek to effect a change in control, by the acquisition of shares, solicitation of proxies, change of directors, or in any other manner, including but not limited to, sale of shares to a third party, which would transfer control from the Majority Shareholders (except for a joint sale with the Majority Shareholders as described in paragraph 5). However, LV Capital will be permitted to acquire shares in the aggregate not to exceed 25% of the outstanding shares, including right of first offer shares. However, this limitation will automatically be increased if any third party or group becomes the beneficial owner of more shares than LV Capital, solely to the extent to permit LV Capital to own 0.5% more than any third party or group. This limit, once increased, will not be reduced even if the third party or group subsequently reduces its ownership. 6.2 If LV Capital breaches the standstill agreement, then LV Capital shall no longer be entitled to have 2 of its nominees on the board of directors and the preemptive rights shall lapse. 4 7. Noncompetition The Majority Shareholders agree not to compete with the company, directly or indirectly, for the term of the Shareholders Agreement. 8. Term of the Shareholders' Agreement The term will be for so long as LV Capital holds more than 5% of the outstanding shares. 9. Purchase of Common Stock Majority Shareholders and others (management and employees) will sell to LV Capital shares of Common Stock of IP Delaware at $12.00 per share, so at closing (on or before 30 November 1999) LV Capital and its affiliates will own in the aggregate 20% of the number of outstanding shares of Common Stock of IP Delaware. 10. Not an Agreement This term sheet does not constitute an offer, or acceptance of the terms of the other party, if a prior draft is deemed an offer. The foregoing is merely an expression of intent and negotiation, and is subject to the execution and delivery of a formal, written agreements acceptable to all parties. Further, the terms as they finally appear in such formal, written agreements, shall be construed and interpreted as they finally appear in such agreements, if and when executed and delivered. LV Capital By: __________________ ___________________ __________________ Daniel Pierre, President Jean Madar Philippe Benacin 5 EX-2 3 EXHIBIT 2 LV CAPITAL AGREES IN PRINCIPLE TO AN INCREASED EQUITY POSITION IN INTER PARFUMS, INC. AT $12.00 PER SHARE 28 September, 1999 Inter Parfums, Inc. (NASDAQ National Market: IPAR) announced today that LV Capital, a wholly-owned subsidiary of LVMH Moet Hennessy Louis Vuitton S.A. (LVMH), and the two principal shareholders of Inter Parfums, Inc., Messrs. Jean Madar and Philippe Benacin, have reached an agreement in principle for LV Capital to increase its equity ownership in Inter Parfums, Inc. to 20% of the outstanding shares at $12.00 per share, by purchasing outstanding shares, including shares held by the principal shareholders and shares underlying outstanding options. LVMH has previously filed a Schedule 13D which disclosed that it had accumulated 6.3% of the outstanding shares of Inter Parfums, Inc. The agreement in principle, which includes certain corporate governance issues and a standstill agreement, is subject to the execution and delivery of formal, written agreements, and routine closing conditions, including regulatory compliance. Subject to the foregoing conditions, the closing is expected to occur in early November 1999. Commenting on the proposed agreement, Mr Jean Madar, Chairman of the Board and Chief Executive Officer of Inter Parfums Inc. stated: "Having the world's largest luxury goods group, LVMH, as our strategic partner, enhances the business potential of Inter Parfums in the fragrance and cosmetic industry. The contemplated agreements acknowledge that Inter Parfums has become a successful player and competitor in the prestige fragrance industry, which has been evidenced in large part by our success in the upscale fragrance market with Burberry and ST Dupont, and our recent license of the British designer, Paul Smith and the French couture designer Christian Lacroix." Daniel Piette, President of LV Capital stated, "I am enthused by this agreement. It represents the beginning of a strategic alliance with a company which is particularly well suited to successfully launch, on a world-wide basis, niche brands with strong personalities." Inter Parfums, Inc. produces and distributes prestige brand name and licensed fragrances and mass market consumer fragrances and cosmetics. -----END PRIVACY-ENHANCED MESSAGE-----