SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 4)

INTER PARFUMS, INC.

(Name of Issuer)
 
COMMON STOCK,
PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)
 
472154301

(CUSIP Number)
 

Bernard Kuhn
LVMH Moët Hennessy Louis Vuitton S.A.
22, avenue Montaigne
75008 Paris
France
Tel. (331) 44-13-23-61
Fax: (331) 45-61-18-74


(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
December 7, 2004

(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 5 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

LVMH Moët Hennessy Louis Vuitton S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) 
(b) 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION

France
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER

3,458,550
8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

3,458,550
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,458,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.88%
14 TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!





     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, and Amendment No. 3 thereto filed on November 24, 1999, 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. 4 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 S.A., 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 S.A. (“FJG”), a French société anonyme 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 59.52% 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 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

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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:

     “LVMH is 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, over time and as appropriate market opportunities present themselves, to sell a portion of the Issuer’s Common Shares by selling, pledging or otherwise disposing of, directly or indirectly, Common Shares in the open market and/or in negotiated transactions and/or by entering into one or more transactions which would have the same effect, in each case from time to time as permitted under applicable U.S. securities laws and regulations. LVMH will continue to review its investment position in the Issuer periodically and, depending on such review, market conditions and share prices, the Issuer’s business, prospects and future developments and applicable legal requirements, LVMH may decide to change its investment plans regarding the Common Shares at any time. LVMH does not at this time intend to change its contractual or business relationship with the Issuer.”

     Item 4 of the Schedule 13D is further amended by restating the second sentence of the sixth paragraph thereof to read as follows:

     “The Stock Purchase Agreement and the Shareholders Agreement are attached as Exhibits 3 and 4, respectively, to this Schedule 13D.”

     Item 4 of the Schedule 13D is further amended by deleting the seventh paragraph thereof in its entirety.

    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:

     “LVMH owns, through LV Capital, an aggregate of 3,458,550 Common Shares representing 17.88% of the outstanding Common Shares (based upon 19,346,000 Common Shares which the Issuer has informed LV Capital are outstanding as of December 6, 2004). LVMH controls LV Capital, and has the power to vote, direct the vote, dispose and direct the disposition of the Common Shares.”

 

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     (ii) Item 5 of the Schedule 13D is further amended by inserting the following language at the end of paragraph (c) thereof:

     “Between December 29, 2003 and January 6, 2004, LV Capital on behalf of LVMH sold 190,000 Common Shares in broker transactions at an average price of approximately $23.17 per Common Share. On December 3, 2004, LV Capital on behalf of LVMH sold 5,000 Common Shares in broker transactions at a price of $16.50 per Common Share.”

    Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

      Item 6 of the Schedule 13D is amended and restated in its entirety as follows:

     “Except for the Stock Purchase Agreement, the sales agreements and the Shareholders Agreement described in Item 4 above or as otherwise set forth in this statement, neither LVMH nor, to the best knowledge of LVMH, any of the persons named in response to Item 2 or listed on Annex A, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.”

    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
Director; Chairman and CEO

Executive committee member
Chairman and CEO of LVMH
Chairman of Christian Dior SA
Antoine Bernheim
Director; vice-chairman
Partner of Lazard LLC, USA
Chairman of the Board of Generali, Italy
Delphine Arnault
Director
Director of Loewe, Spain
Member of Executive committee Christian Dior
Couture

 

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Name and Position Held Principal Occupations
Jean Arnault
Director
Managing Director of Groupe Arnault;      
Deputy Managing Director of Montaigne      
Participation et Gestion
Nicolas Bazire
Director

Executive committee member
Managing Director of Groupe Arnault
Antonio Belloni
Director

Executive committee member
Italian citizen
Group Managing Director of LVMH
Nicholas Clive-Worms
Director
Chairman of the supervisory board of Worms &      
Cie, France
Diego della Valle
Director

Italian citizen
Chairman and CEO of Tod’s SpA, Italy
Michel François-Poncet Director Vice-Chairman of the board of directors of BNP-      
Paribas, France
Albert Frere
Director

Belgian citizen
Chairman of the board of directors of Frère-      
Bourgeois, Belgium
Jacques Friedmann
Director
Chairman of the guidance council of Quai Branly      
Museum, Paris
Pierre Godé
Director

Executive committee member
Advisor to the Chairman and CEO of LVMH
Gilles Hennessy
Director
Executive Vice President Moët Hennessy, France
Arnaud Lagardère
Director
CEO of Lagardère SCA, France
Sir Charles Powell of Bayswater
Director
UK Citizen
Chairman of the board of Directors of Sagitta Asset      
Management, Great Britain
Felix G. Rohatyn
Director

US citizen
President of LVMH Inc., USA      
Vice-Chairman of Carnegie Hall, USA
Edward Brennan
Executive committee member
Travel retail
US Citizen
CEO of DFS, USA
Yves Carcelle
Executive committee member
Chairman and CEO of Louis Vuitton Malletier,      
France

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Name and Position Held Principal Occupations
Fashion and leather goods  
Jean-Jacques Guiony
Executive committee member

Finance
CFO of LVMH
Patrick Houël
Director,
Executive committee member

Finance
Advisor to the Chairman and CEO of LVMH
Concetta Lanciaux
Executive committee member

Synergies
Advisor to the Chairman and CEO of LVMH,
Synergies;

President LVMH-Italy.
Pierre Letzelter
Executive committee member

Sephora
Chairman of Sephora
Christophe Navarre
Executive committee member

Wines & Spirits
Chairman and CEO of Moet Hennessy
Philippe Pascal
Executive committee member

Watches & Jewellery
CEO of Watches & Jewellery division
Daniel Piette
Executive committee member

LV Capital
President of L Capital Management
Bernard Rolley
Executive committee member

Operations
Vice-President Operations
   
2. LV Capital USA, Inc.
   
Name and Position Held Principal Occupations
Daniel Piette Director and Chairman
Jean Cailliau Director and Chief Executive Officer
Bruce G. Ingram Senior Vice President
Michael T. Folkman Vice President, Taxes
Louise Firestone Secretary

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3. LVMH MOET HENNESSY LOUIS VUITTON INC.
   
Name and Position Held Principal Occupations
Pierre Godé Director
Patrick Houël Director
James Lieber Director
Bernard Rolley Director
Antonio Belloni Chief Executive Officer
Felix Rohatyn President
Bruce G. Ingram Executive Vice President
Louise Firestone Senior Vice President and Secretary
Patrice Pfistner Senior Vice President and CFO
Claire Aceste Vice President and Treasurer
Deirdre Beckett Vice President, Legal
Pascal Carpentier Vice President, Comp. and Benefits
Michael T. Folkman Vice President, Taxes
Eyde Steinberg Vice President, Exec. Recruitment
   
4.      SOFIDIV SAS
  65, avenue Edouard Vaillant 92100 Boulogne Billancourt, France
   
Name and Position Held Principal Occupations
Patrick Houël
Chairman
Advisor to the Chairman and CEO of LVMH
   
5.      LVMH Fashion Group
  22, avenue Montaigne 75008 Paris
   
Name and Position Held Principal Occupations
Nicolas Bazire
President of the Supervisory Board
Managing Director of Groupe Arnault
Patrick Houël
Vice-President of the Supervisory Board
CFO of LVMH
Jacques Friedmann Member of the Supervisory Board Chairman of the guidance council of Quai Branly Museum,
Paris Chairman of the board of Directors of Association
de la Galerie du Jeu de Paume, France
LVMH Moët Hennessy Louis Vuitton
Member of the Supervisory Board
Represented by Bernard Kuhn
 
Yves Carcelle
President of Managing Board
Chairman and CEO of Louis Vuitton Malletier, France
Pierre Godé
General Manager
Member of the Managing Board
Advisor to the Chairman and CEO of LVMH
Bertrand Stalla-Bourdillon
Member of the Managing Board
Vice President, Finance of Louis Vuitton Malletier

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Name and Position Held Principal Occupations
Jean Paul Vivier
Member of the Managing Board
Executive Vice President of LVMH Fashion Group
   
6. Louis Vuitton Malletier
  2, rue du Pont Neuf 75001 Paris
   
Name and Position Held Principal Occupations
Yves Carcelle
Chairman and CEO

Chairman and CEO of Louis Vuitton Malletier
Serge Brunschwig
Director
Vice President of Louis Vuitton Malletier
LVMH Moet Hennessy Louis Vuitton
Director

Represented by Patrick Houël
 
Bernard Rolley
Director
Vice President Operations of LVMH
Bertrand Stalla-Bourdillon
Director
Vice President, Finance of Louis Vuitton Malletier
Jean-Paul Vivier Executive Vice President of LVMH Fashion Group
   
7.      FINANCIERE JEAN GOUJON SAS
11, rue Francois 1er
75008 Paris, France
 
Name and Position Held Principal Occupations
Pierre Godé
Chairman
Advisor to the Chairman and CEO of LVMH
   
8. CHRISTIAN DIOR S.A.
30, avenue Montaigne

75008 Paris, France
 
Name and Position Held Principal Occupations
Bernard Arnault
Director; Chairman
Chairman and CEO of LVMH
Eric Guerlain
Director; Vice-Chairman
 
Antoine Bernheim
Director
Partner of Lazard LLC, USA;
Chairman of the Board of Generali Italy
Denis Dalibot
Director
CFO of Christian Dior

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Name and Position Held Principal Occupations
Christian de Labriffe
Director
Partner of Rothschild & Cie, France
Pierre Godé
Director
Advisor to the Chairman and CEO of LVMH
Raymond Wibaux
Director
Chairman of Financière Joire Pajot Martin
Sidney Toledano
Chief Executive Officer
Chairman and CEO of Christian Dior Couture
   
9.      FINANCIERE AGACHE
11, rue Francois 1er
75008 Paris, France
 
Name and Position held Principal Occupations
Pierre Godé
Director; Chairman and CEO
Advisor to the Chairman and CEO of LVMH
Denis Dalibot
Director
CFO of Christian Dior
Jean Arnault
Director
Chairman and CEO of Omnium Lyonnais d’Etude,
France
Sir Charles Powell of Bayswater
Director
Chairman of the Board of Directors of Sagitta Asset
Management, Great Britain
Montaigne Finance
Director

Represented by Pierre de Andrea
 
Montaigne Participations et Gestion
Director

Represented by Bernard Arnault
 

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SIGNATURES

     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.

   December 7, 2004  

 
   (Date)  
   
   /s/ Bernard Kuhn  

 
   (Signature)  
   
   Bernard Kuhn, General Counsel  

 
   (Name/Title)  

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