UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K405/A AMENDMENT #1 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 29, 1995 Or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . --------- ------- Commission File Number 34-1-10952 DUTY FREE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) MARYLAND 52-1292246 - ------------------------------- -------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No. 63 Copps Hill Road Ridgefield, Connecticut 06877 - ------------------------------ -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 431-6057 Securities registered pursuant to Section 12(b) of the Act: Title of class: Common Stock, $.01 par value per share Name of exchange on which registered: New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in a definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing price of $7.375 per share for the registrant's common stock as reported by the New York Stock Exchange as of March 31, 1995 was approximately $151,575,000. Number of shares Common Stock of the registrant outstanding as of March 31, 1995: 27,243,550 shares. PURPOSE OF THIS AMENDMENT IS TO INCLUDE THE FOLLOWING EXHIBITS THAT WERE NOT TRASMITTED WITH THE 10K405 ELECTRONICALLY FILED ON 5/1/95: EXHIBIT 21.1 - SUBSIDIARIES EXHIBIT 23.1 - CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 24.1 - POWERS OF ATTORNEY SIGNATURES ----------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 2nd day of May, 1995. DUTY FREE INTERNATIONAL, INC. By: /s/ Alfred Carfora ---------------------------- Alfred Carfora President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date * - ----------------------- Jack Africk Director May 2, 1995 * - ----------------------- David H. Bernstein Director, Chairman of the Executive Committee May 2, 1995 /s/ Alfred Carfora - ----------------------- Alfred Carfora Director, President and Chief Executive Officer May 2, 1995 * - ----------------------- Heribert Diehl Director May 2, 1995 * - ---------------------- John A. Couri Director May 2, 1995 /s/ Gerald F. Egan - ---------------------- Gerald F. Egan Vice President of Finance, Treasurer, Secretary and Chief Financial Officer** May 2, 1995 * - ---------------------- Morris W. Offit Director May 2, 1995 * - ----------------------- Carl Reimerdes Director, Vice President May 2, 1995 * - ------------------------ Susan H. Stackhouse Director May 2, 1995 *By: /s/ Alfred Carfora ------------------- Alfred Carfora Attorney-in-fact **Principal Financial and Accounting Officer