SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 13, 1997
FRENCH FRAGRANCES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 1-6370 59-0914138
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14100 N.W. 60TH AVENUE
MIAMI LAKES, FLORIDA 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 818-8000
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On May 13, 1997, French Fragrances, Inc. (the "Company"),
consummated the private placement pursuant to the Securities Act of 1933, as
amended, of $115 million principal amount of 10-3/8% Senior Notes due 2007
(the "Notes"). Approximately $48.6 million of the net proceeds from the sale
of the Notes was used to repay all of the outstanding indebtedness under the
Company's credit facility and an additional $14.4 million of the net
proceeds was used to repay an equivalent principal amount of subordinated
debentures of the Company. In addition, the Company applied approximately
$4.2 million to the acquisition of the 50% interest in Fine Fragrances, Inc.
("Fine Fragrances") not owned by the Company and the repayment of all of the
outstanding indebtedness under Fine Fragrances' credit facility. Fine
Fragrances is the exclusive distributor in the United States and Canada of
the Salvador Dali, Cafe, Taxi and Watt fragrance brands and following the
acquisition of the 50% interest, its operations will be consolidated with
those of the Company.
The balance of the net proceeds from the offering of the
Notes will be used to provide the Company with additional working capital
support, as well as increased operational and financial flexibility to take
advantage of expansion opportunities, through acquisitions or new product
distribution arrangements.
The Notes have not been registered under the Act and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Notes are expected
to be exchanged for new notes containing identical terms which will be
registered under the Act. The exchange offer will be made only by means of a
prospectus.
In connection with the offering of the Notes, the Company
entered into a new $40 million standby credit facility which will be
available for additional working capital support.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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4.1 Indenture, dated as of May 13, 1997, between the Company and
Marine Midland Bank, as trustee.
4.2 Registration Rights Agreement, dated May 13, 1997, among the
Company, Donaldson, Lufkin & Jenrette Securities Corporation
and TD Securities (USA) Inc.
4.3 Credit Agreement, dated as of May 13, 1997, between the
Company and Fleet National Bank.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FRENCH FRAGRANCES, INC.
/S/ WILLIAM J. MUELLER
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Date: May 14, 1997 William J. Mueller
Vice President - Operations and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Indenture, dated as of May 13, 1997, between the Company and
Marine Midland Bank, as trustee.
4.2 Registration Rights Agreement, dated May 13, 1997, among the
Company, Donaldson, Lufkin & Jenrette Securities Corporation
and TD Securities (USA) Inc.
4.3 Credit Agreement, dated as of May 13, 1997, between the
Company and Fleet National Bank.