-----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, GVj0hXySWyoUu2dVCZPazfs5kgJaOGiSHFC5Zv0EFo4xYaqURqTP2gvwp9/C2OP5 NZVZwPHcnRpGgFzHLOD7tA== 0000095052-96-000016.txt : 19960729 0000095052-96-000016.hdr.sgml : 19960729 ACCESSION NUMBER: 0000095052-96-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960726 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRENCH FRAGRANCES INC CENTRAL INDEX KEY: 0000095052 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 590914138 STATE OF INCORPORATION: FL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17825 FILM NUMBER: 96599214 BUSINESS ADDRESS: STREET 1: 14100 NW 60TH AVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3056209090 MAIL ADDRESS: STREET 1: 14100 N W 60TH AVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: SUAVE SHOE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERENS FRED CENTRAL INDEX KEY: 0001013544 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FRENCH FRAGRANCES INC STREET 2: 15595 NW 15 AVENUE CITY: MIAMI STATE: FL ZIP: 33169 MAIL ADDRESS: STREET 1: C/O FRENCH FRAGRANCES INC STREET 2: 15595 NW 15 AVENUE CITY: MIAMI STATE: FL ZIP: 33169 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)* French Fragrances, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 357 658 103 (CUSIP Number) Fred Berens Prudential Securities, Inc. 200 South Biscayne Boulevard, 32nd Floor Miami, Florida 33131 (305) 372-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 22, 1996 (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 [ ] Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7). 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). THIS DOCUMENT CONSISTS OF 6 PAGES. SCHEDULE 13D CUSIP No. 357 658 103 Page 2 of 6 Pages ----------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FRED BERENS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 804,447 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ---- EACH 9 SOLE DISPOSITIVE POWER REPORTING 804,447 PERSON 10 SHARED DISPOSITIVE POWER WITH ---- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 804,447 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14 TYPE OF REPORTING PERSON* IN *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 Reference is made to the Statement on Schedule 13D, dated April 16, 1996, filed on behalf of Fred Berens (the "Statement"). Item 1. Security and Issuer The class of securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of French Fragrances, Inc. (formerly Suave Shoe Corporation), a Florida corporation (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 Fred Berens whose business address is Prudential Securities, Inc., 32nd Floor, 200 South Biscayne Boulevard, Miami, Florida 33131. Mr. Berens is currently Senior Vice President - Investments of Prudential Securities, Inc. During the last five years, Mr. Berens has not been convicted in a criminal proceeding. During the last five years, Mr. Berens has not 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 violations with respect to such laws. Mr. Berens is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The shares of Common Stock (the "Shares") to which this statement relates include shares of Common Stock issuable upon the exercise of stock options that are exercisable within 60 days of the date hereof (the "Options") and shares of Common Stock issuable upon the conversion of the Company's 7.5% Subordinated Convertible Debentures Due 2006 (the "7.5% Debentures"). Mr. Berens acquired the Common Stock and the Options pursuant to the merger (the "Merger") of a Florida corporation known as French Fragrances, Inc. ("FFI"), of which Mr. Berens was a shareholder, with and into Suave Shoe Corporation, a Florida 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 Mr. Berens 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 Mr. Berens were converted into options to purchase shares of Common Stock in accordance 3 with the terms set forth in the Merger Agreement. Mr. Berens 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 on July 22, 1996, in exchange (the "Exchange Offer") for the outstanding shares of Series A Preferred Stock, $.01 Par value, and outstanding 12.5% Secured Subordinated Debentures Due 2002 of the Company. Item 4. Purpose of Transaction As described in Item 3 above, the Shares were acquired by Mr. Berens in connection with the Merger and the Exchange Offer. Mr. Berens acquired shares of capital stock of FFI and consequently, the Shares and the convertible securities to which a portion of the Shares relate, for investment purposes. Mr. Berens may, from time to time, exercise the Options, convert the 7.5% Debentures or purchase additional shares of Common Stock, sell or otherwise dispose of shares of Common Stock or 7.5% Debentures, make or receive proposals and enter into negotiations with respect to such transactions, or surrender such shares of Common Stock or 7.5% Debentures or such other securities of the Company owned by Mr. Berens in connection with any merger, tender offer or other acquisition transaction involving the Company. Such decisions will be based upon the prevailing price of the Shares, 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. Subject to the foregoing, Mr. Berens does not have 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 As of the date hereof, Mr. Berens, by virtue of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act"), may be deemed to be the beneficial owner of 804,447 shares of Common Stock (approximately 6.1% of the Common Stock outstanding at July 22, 1996), which includes 712,000 shares of Common Stock owned directly by Mr. Berens, 16,618 shares of Common Stock issuable upon the exercise of Options held by Mr. Berens and 75,833 shares of Common Stock issuable upon conversion of 7.5% Debentures. Mr. Berens has sole voting and dispositive power over the 804,447 shares of Common Stock owned by him. 4 In connection with the Exchange Offer on July 22, 1996, Mr. Berens acquired $546,000 principal amount of 7.5% Debentures which are immediately convertible at $7.20 per share into 75,833 shares of Common Stock. Except as set forth herein, Mr. Berens has not effected any transactions in the Company's Common Stock during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Berens previously executed a Power of Attorney, dated July 2, 1992, appointing Mr. Rafael Kravec as his attorney in fact to vote his shares of FFI common stock. On November 30, 1995, Mr. Berens extended the Power of Attorney to cover the Common Stock owned by him. This Power of Attorney terminated on April 16, 1996. Item 7. Material to be Filed as Exhibits: None. 5 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: July 23, 1996 _____________________ Fred Berens* By: * /s/ OSCAR E. MARINA --------------------- Oscar E. Marina Attorney-in-Fact 6 -----END PRIVACY-ENHANCED MESSAGE-----