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
DUTY FREE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
July 2, 1997
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Date of Report (Date of earliest event reported)
Maryland 34-1-10952 52-1292246
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
63 Copps Hill Road, Ridgefield, Connecticut 06877
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(Address of principal executive offices) (Zip Code)
(203) 431-6057
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(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
(b) On July 2, 1997, the Registrant entered into a definitive merger
agreement with BAA plc, a corporation organized under the laws of England
("Parent"), and W & G Acquisition Corporation, a corporation organized under the
laws of Maryland and a wholly owned subsidiary of Parent ("Purchaser"),
providing for the acquisition by Parent of all of the outstanding common stock
of the Registrant for $24.00 per share in cash.
Under the terms of the merger agreement, which was unanimously approved
by the Board of Directors of the Registrant, Purchaser will commence a cash
tender offer at $24.00 per share, net to the seller, for all of the issued and
outstanding common stock of the Registrant by July 10, 1997. Any common stock of
the Registrant remaining outstanding after the conclusion of the tender offer
will be converted in a subsequent merger into $24.00 per share, in cash.
In connection with the transaction, the Registrant granted to Parent an
option (the "Company Option"), which is exercisable under certain conditions, to
acquire up to 5.4 million newly issued shares of the Registrant's common stock.
In addition, pursuant to a Shareholders Agreement dated as of July 2, 1997, each
of David H. Bernstein, Alfred Carfora, Elaine C. Couri, John A. Couri, Heribert
H. Diehl, Gebr. Heinemann and Carl H. Reimerdes, stockholders of the Registrant
who, collectively, beneficially own over 8.6 million shares of the outstanding
common stock of the Registrant, have agreed to tender (and not
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withdraw except in specified circumstances) their shares of common stock in the
tender offer and to vote their shares of common stock in favor of the merger at
any meeting of holders of the Registrant's common stock.
Item 7. Financial Statements and Exhibits.
2.1 Agreement and Plan of Merger dated as of July 2, 1997 among BAA plc,
W & G Acquisition Corporation and Duty Free International, Inc.
10.1 Stock Option Agreement dated as of July 2, 1997 by and between BAA
plc and Duty Free International, Inc.
10.2 Shareholders Agreement dated as of July 2, 1997 among BAA plc,
W & G Acquisition Corporation, Gebr. Heinemann, John A. Couri, Elaine C. Couri,
David H. Bernstein, Carl Reimerdes, Heribert H. Diehl and Alfred Carfora.
99.1 Press Release of the Registrant dated July 3, 1997.
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 thereunto duly authorized.
Dated: July 9, 1997
DUTY FREE INTERNATIONAL, INC.
(Registrant)
By:/s/ Gerald F. Egan
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Gerald F. Egan
Vice President - Finance
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Exhibit Index
Exhibit No. Description Page No.
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2.1 Agreement and Plan of Merger
dated as of July 2, 1997 among BBA
plc, W & G Acquisition Corporation
and Duty Free International, Inc.
10.1 Stock Option Agreement dated as of
July 2, 1997 by and between BAA plc
and Duty Free International, Inc.
10.2 Shareholders Agreement dated as of
July 2, 1997 among BAA plc, W & G
Acquisition Corporation, Gebr.
Heinemann, John A. Couri, Elaine C.
Couri, David H. Bernstein, Carl
Reimerdes, Heribert H. Diehl and
Alfred Carfora.
99.1 Press Release of the Registrant dated
July 3, 1997.