UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment
No. 5)
| INTER PARFUMS, INC. |
| |
| (Name of Issuer) |
| COMMON STOCK, PAR VALUE $0.001 PER SHARE |
| |
| (Title of Class of Securities) |
| 472154301 |
| |
| (CUSIP Number) |
|
Bernard Kuhn |
| |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| October 31, 2005 |
| (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: o.
| CUSIP No. CUSIP No. 472154301 | 13D/A | Page 2 of 10 Pages |
| 1 | NAME
OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LVMH Moët Hennessy Louis Vuitton S.A. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
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| 3 | SEC USE ONLY |
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| 4 | SOURCE OF FUNDS* WC |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o |
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION France |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 |
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| 8 | SHARED VOTING POWER |
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| 9 | SOLE DISPOSITIVE POWER 0 |
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| 10 | SHARED DISPOSITIVE POWER |
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14 | TYPE OF REPORTING PERSON* CO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
LVMH Moët Hennessy Louis Vuitton S.A., a French société anonyme (“LVMH”), hereby amends and supplements the Report on Schedule 13D, originally filed by it on August 4, 1999 (as amended by Amendment No. 1 thereto filed on September 28, 1999, Amendment No. 2 thereto filed on October 22, 1999, Amendment No. 3 thereto filed on November 24, 1999 and Amendment No. 4 thereto filed on December 7, 2004, 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. 5 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 by restating the contents thereof in their entirety as follows:
“The person filing this statement is LVMH Moët Hennessy Louis Vuitton S.A., a French société anonyme (“LVMH”), whose principal business office is located at 22, avenue Montaigne, 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 19 East 57th Street, New York NY 10022. 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 Moët Hennessy Louis Vuitton Inc., a Delaware corporation (“LVMH Inc.”) whose principal business office is located at 19 East 57th Street, New York NY 10022. 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 in the United States. LVMH Inc. is a majority-owned subsidiary of Sofidiv SAS., a French société par actions simplifiée (“Sofidiv”), whose principal business office is located at 65, avenue Edouard Vaillant, 92100 Boulogne Billancourt, France. LVMH Inc. is also partly owned by Louis Vuitton Malletier S.A. (“Louis Vuitton Malletier”), whose principal business office is located at 2 rue du Pont Neuf 75001 Paris, France. LVMH owns 99.99% of Sofidiv. LVMH also owns 99.99% of Louis Vuitton Malletier through LVMH Fashion Group S.A. (“LVMH Fashion Group”). The business of Louis Vuitton Malletier is the manufacture and sale of luxury luggage, leather goods and other accessories. 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 LVMH, LV Capital, LVMH Inc., Sofidiv, Louis Vuitton Malletier and LVMH Fashion Group are set forth on Annex A hereto.
Financière Jean Goujon SAS. (“FJG”), a French société par actions simplifiée whose principal office and business is located at 11, rue François ler, 75008 Paris, France, owns approximately 42.42% of LVMH’s share capital, representing approximately 60.24% 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 société 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 Financière Agache, a
Page 3 of 10
French société anonyme (“Financière Agache”) whose principal office and business is located at 11, rue François ler, 75008 Paris, France. Financière 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. Financière 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 Officer of LVMH and is the Chairman of Christian Dior. The names, addresses, occupations and citizenship of the executive officers and directors of each of FJG, Christian Dior and Financière Agache are set forth on Annex A hereto.
Neither LVMH, nor to the best of its knowledge, any of LV Capital, LVMH Inc., Sofidiv, FJG, Christian Dior or Financière Agache, or any of LVMH’s, LV Capital’s, LVMH Inc.’s, Louis Vuitton Malletier’s, LVMH Fashion Group’s, Sofidiv’s, FJG’s, Christian Dior’s or Financière 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 by restating the first paragraph thereof to read as follows:
“Prior to October 31, 2005, LVMH was the beneficial owner, through LV Capital, of 17.88% of the Issuer’s Common Shares. LVMH has decided, in accordance with its overall investment strategy, to sell all of the Common Shares through a registered secondary offering on October 31, 2005.”
Item 5. Interest in Securities of the Issuer.
(i) Item 5 of the Schedule 13D is amended by restating the first sentence of paragraphs (a) - (b) thereof to read as follows:
“Prior to October 31, 2005, LVMH owned, through LV Capital, an aggregate of 3,436,050 Common Shares representing 17.14% of the outstanding Common Shares (based upon 20,179,160 Common Shares which the Issuer has informed LV Capital are outstanding as of September 1, 2005). On October 31, 2005, LVMH, through LV Capital, sold all of the Common Shares through a registered secondary offering.”
(ii) Item 5 of the Schedule 13D is further amended by inserting the following language at the end of paragraph (c) thereof:
“Between December 8 and December 15, 2004, LVMH, through LV Capital, sold 22,500 Common Shares in broker transactions at an average price of approximately $16.00 per Common Share. On October 31, 2005, LVMH, through LV Capital, sold 3,436,050 Common Shares through a registered secondary offering at a price of $15.50 per Common Share.”
(iii) Item 5 of the Schedule 13D is further amended by adding the following paragraph (e) thereof:
“As a result of the sale indicated under (i) above, on October 31, 2005, LVMH ceased to be the beneficial owner of more than five percent of the Common Shares.”
Annex A. Executive Officers and Directors.
Annex A of this Schedule 13D is amended by restating the contents thereof in their entirety as follows:
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
The names of the members of the boards of directors and Executive Officers of LVMH, LV Capital, Sofidiv Inc., LVMH Inc., Sofidiv, LVMH Fashion Group, Louis Vuitton Malletier, 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. 22, avenue Montaigne 75008 Paris, France |
| Name and Position Held | Principal Occupations |
|
|
|
| Bernard Arnault | Chairman and CEO of LVMH, France |
| Director ; Chairman and CEO | Chairman of Christian Dior SA, France |
| Executive committee member | |
|
|
|
| Antonio Belloni | Group Managing Director of LVMH, France |
| Director | |
| Executive committee member | |
| Italian citizen | |
|
|
|
| Antoine Bernheim | Chairman of Generali, Italy |
| Director ; vice-chairman | |
|
|
|
| Delphine Arnault | Director of Loewe, Spain |
| Director | Member of Executive committee Christian Dior |
| Couture | |
|
|
|
| Jean Arnault | Managing Director of Groupe Arnault SAS, France |
| Director | |
|
|
|
| Nicolas Bazire | Managing Director of Groupe Arnault SAS, France |
| Director | Executive Vice President Development & Acquisitions LVMH, France |
| Executive committee member | |
|
|
|
| Nicholas Clive-Worms | Chairman of Worms & Co Ltd, Great Britain, France |
| Director | |
|
|
|
| Diego della Valle | Chairman and CEO of Tod’s SpA, Italy |
| Director | |
| Italian citizen | |
|
|
|
| Albert Frere | Chairman & CEO of Frère- |
| Director | Bourgeois, Belgium |
| Belgian citizen | |
|
|
|
| Jacques Friedmann | Director of LVMH Fashion Group, France |
| Director |
Page 5 of 10
| Name and Position Held | Principal Occupations |
|
|
|
| Pierre Godé | Advisor to the Chairman and CEO of LVMH, France |
| Director | |
| Executive committee member | |
|
|
|
| Gilles Hennessy | Executive Vice President Moët Hennessy, France |
| Director | |
|
|
|
| Patrick Houël | Advisor to the Chairman and CEO of LVMH, France |
| Director, Executive committee member | |
|
|
|
| Arnaud Lagardère | Managing Partner & CEO of Lagardère SCA, France |
| Director | |
|
|
|
| Lord Powell of Bayswater | Chairman of Sagitta Asset |
| Director | Management, Great Britain |
| UK Citizen | |
|
|
|
| Felix G. Rohatyn | President of LVMH Inc., USA |
| Director | Vice-Chairman of Carnegie Hall, USA |
| US citizen | |
|
|
|
| Hubert Védrine | Managing Partner of Hubert Védrine (HV) |
| Director | Conseil, SARL, France |
|
|
|
| Edward Brennan | Chairman & CEO of DFS Group Ltd, Hong-Kong |
| Executive committee member | |
| Travel retail | |
| US Citizen | |
|
|
|
| Yves Carcelle | Chairman and CEO of LVMH Fashion Group, |
| Executive committee member | France |
| Fashion and leather goods | |
|
|
|
| Jean-Jacques Guiony | CFO of LVMH, France |
| Executive committee member | |
| Finance | |
|
|
|
| Concetta Lanciaux | Advisor to the Chairman, Synergies, Human Resources of LVMH, |
| Executive committee member | France |
| Synergies, Human Resources | |
|
|
|
| Christophe Navarre | Chairman and CEO of Moet Hennessy, France |
| Executive committee member | |
| Wines & Spirits | |
|
|
|
| Patrick Ouart | Advisor to the Chairman & CEO of LVMH, France |
| Executive committee member | |
|
|
|
| Philippe Pascal | Chairman & CEO of LVMH Watches & Jewellery, France |
| Executive committee member | |
| Watches & Jewellery | |
|
|
|
| Daniel Piette | President of L Capital Management, France |
| Executive committee member | |
| Investment funds |
Page 6 of 10
| Name and Position Held | Principal Occupations |
|
|
|
| Bernard Rolley | Executive Vice-President operations LVMH, France |
| Executive committee member | |
| Operations | |
|
|
|
| Pierre-Yves Roussel | Executive Vice President Strategy and Operations LVMH, France |
| Executive committee member Strategy and Operations | |
|
|
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| Marc-Antoine Jamet | General Secretary of LVMH, France |
| 2. | LV Capital USA, Inc. |
| Name and Position Held | Principal Occupations |
|
|
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| Daniel Piette | Director and Chairman |
|
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| Jean Cailliau | Director and Chief Executive Officer |
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| Bruce G. Ingram | Senior Vice President |
|
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| Louise Firestone | Secretary |
| 3. | LVMH MOET HENNESSY LOUIS VUITTON INC. |
| Name and Position Held | Principal Occupations |
|
|
|
| Pierre Godé | Director |
|
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| Patrick Houël | Director |
|
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| James Lieber | Director |
|
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| Bernard Rolley | Director |
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| Antonio Belloni | Chief Executive Officer |
|
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| Felix Rohatyn | President |
|
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| Bruce G. Ingram | Executive Vice President |
|
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| Louise Firestone | Senior Vice President and Secretary |
|
|
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| Patrice Pfistner | Senior Vice President and CFO |
|
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| Claire Aceste | Vice President and Treasurer |
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| Deirdre Beckett | Vice President, Legal |
|
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| Pascal Carpentier | Vice President, Comp. and Benefits |
|
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| Eyde Steinberg | Vice President, Exec. Recruitment |
| 4. | SOFIDIV SAS |
| Name and Position Held | Principal Occupations |
|
|
|
| Jean-Jacques Guiony | CFO of LVMH, France |
| President |
| 5. |
LVMH Fashion Group 22, avenue Montaigne 75008 Paris |
| Name and Position Held | Principal Occupations |
|
|
|
| Yves Carcelle | Chairman and CEO of LVMH Fashion Group, France |
| Director - Chairman and CEO | |
|
|
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| Antoine Bernheim | Chairman of Generali , Italy |
| Director - Vice-Chairman | |
|
|
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| Bertrand Stalla-Bourdillon | Director, Finance of Louis Vuitton Malletier, France |
| Deputy Managing Director | |
|
|
|
| Jacques Friedmann |
Director of LVMH, France |
| Director | |
|
|
|
| LVMH Moët Hennessy Louis Vuitton Director Represented by Bernard Kuhn |
|
|
|
|
| Nicolas Bazire |
Managing Director of Groupe Arnault SAS, France |
| Director | |
|
|
|
| Carla Fendi |
|
| Director | |
|
|
|
| Patrick Houël |
Advisor to the Chairman & CEO of LVMH, France |
| Director | |
|
|
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| Lucien Vochel |
|
| Director |
Page 7 of 10
| 6. |
Louis Vuitton Malletier 2, rue du Pont Neuf 75001 Paris |
| Name and Position Held | Principal Occupations |
|
|
|
| Yves Carcelle | Chairman and CEO of LVMH Fashion Group, France |
| Director - Chairman and CEO | |
|
|
|
| Serge Brunschwig | COO of Louis Vuitton Malletier, France |
| Director | |
|
|
|
| LVMH Moet Hennessy Louis Vuitton | |
| Director | |
| Represented by Patrick Houël | |
|
|
|
| Bernard Rolley | Executive Vice President Operations of LVMH, France |
| Director | |
|
|
|
| Bertrand Stalla-Bourdillon | Finance of Louis Vuitton Malletier, France |
| Director | |
|
|
|
| Kyojiro Hata | |
| Director |
| 7. |
FINANCIERE JEAN GOUJON SAS 11, rue Francois 1er 75008 Paris, France |
| Name and Position Held | Principal Occupations |
|
|
|
| Pierre Godé | Advisor to the Chairman & CEO of LVMH, France |
| Chairman |
Page 8 of 10
| 8. | CHRISTIAN DIOR S.A. 30, avenue Montaigne 75008 Paris, France |
| Name and Position Held | Principal Occupations |
|
|
|
| Bernard Arnault | Chairman and CEO of LVMH, France |
| Director ; Chairman | |
|
|
|
| Eric Guerlain | Chairman & CEO of the Hydroélectrique d'Energie, France |
| Director ; Vice-Chairman | |
|
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| Antoine Bernheim | Chairman of Generali Italy |
| Director | |
|
|
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| Denis Dalibot | CFO of Christian Dior, France |
| Director | |
|
|
|
| Christian de Labriffe | Partner of Rothschild & Cie, France |
| Director | |
|
|
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| Pierre Godé | Advisor to the Chairman & CEO of LVMH, France |
| Director | |
|
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| Raymond Wibaux | Chairman of Financière Joire Pajot Martin, France |
| Director | |
|
|
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| Sidney Toledano | Chairman and CEO of Christian Dior Couture, France |
| Director - Chief Executive Officer |
| 9. |
FINANCIERE AGACHE 11, rue Francois 1er 75008 Paris, France |
| Name and Position held | Principal Occupations |
|
|
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| Pierre Godé | Advisor to the Chairman & CEO of LVMH, France |
| Director ; Chairman and CEO | |
|
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| Denis Dalibot | CFO of Christian Dior, France |
| Director - Deputy Managing Director | |
|
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| Jean Arnault | Managing Director of Groupe Arnault SAS, France |
| Director | |
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| Lord Powell of Bayswater | Chairman of Sagitta Asset |
| Director | Management, Great Britain |
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| Montaigne Finance | |
| Director | |
| Represented by Pierre de Andrea | |
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Groupe Arnault SAS |
|
| Director | |
| Represented by Nicolas Bazire |
Page 9 of 10
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.
| November 9, 2005 |
|
|
| (Date) |
| /s/ Bernard Kuhn |
| (Signature) |
| Bernard Kuhn, General Counsel |
|
|
| (Name/Title) |
Page 10 of 10