<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>t09029a1sc13dza.txt
<DESCRIPTION>SCHEDULE 13D/A
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             Mayor's Jewelers, Inc.
                             ----------------------
                                (Name of Issuer)

                         Common Stock, $0.0001 Par Value
                         -------------------------------
                         (Title of Class of Securities)

                                    578462103
                                    ---------
                                 (CUSIP Number)


                              Sabine Bruckert, Esq.
                       Vice President and General Counsel
                             Henry Birks & Sons Inc.
                              1240 Square Phillips
                        Montreal, Quebec, Canada, H3B 3H4
                            Telephone: (514) 397-2511
                            -------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               - With a copy to -

                              Brice T. Voran, Esq.
                               Shearman & Sterling
                               Commerce Court West
                           199 Bay Street, Suite 4405
                            Toronto, Ontario M5L 1E8
                            Telephone (416) 360-8484

                                January 31, 2003
                                ----------------
             (Date of Event which Requires Filing of this Statement)

     [ ] The information required on the remainder of this cover page shall
          not be deemed to be "filed" for the purpose of Section 18 of the
             Securities Exchange Act of 1934 or otherwise subject to the
                liabilities of that section of the Act but shall be
                   subject to all other provisions of the Act
                           (however, see the Notes).

<PAGE>


<Table>
<S>       <C>                                 <C>                        <C>      <C>
--------------------------------------------------------------------------------------------------
CUSIP No. 578462103                                                      Page 2 of 15 Pages
--------------------------------------------------------------------------------------------------
(1)        Name of Reporting Person            HENRY BIRKS & SONS INC.

--------------------------------------------------------------------------------------------------
(2)        Check the Appropriate Box if a Member of a Group                       (a)  [ ]
                                                                                  (b)  [X]
--------------------------------------------------------------------------------------------------
(3)        SEC Use Only

--------------------------------------------------------------------------------------------------
(4)        Source of Funds            AF, OO

--------------------------------------------------------------------------------------------------
(5)        Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
           2(e).  [ ]

--------------------------------------------------------------------------------------------------
(6)        Citizenship or Place of Organization     CANADA

--------------------------------------------------------------------------------------------------
                                             (7)      Sole Voting Power
           Number of
      Shares Beneficially
             Owned
            By Each
           Reporting
          Person With
--------------------------------------------------------------------------------------------------
                                             (8)      Shared Voting Power
                                                      86,023,789

--------------------------------------------------------------------------------------------------
                                             (9)      Sole Dispositive Power

--------------------------------------------------------------------------------------------------
                                             (10)     Shared Dispositive Power
                                                      86,023,789

--------------------------------------------------------------------------------------------------
(11)       Aggregate Amount Beneficially Owned by Each Reporting Person  86,023,789

--------------------------------------------------------------------------------------------------
(12)       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
           Instructions)
                                       [ ]

--------------------------------------------------------------------------------------------------
(13)       Percent of Class Represented by Amount in Row (11)
                  80.3%

--------------------------------------------------------------------------------------------------
(14)       Type of Reporting Person (See Instructions)          CO
--------------------------------------------------------------------------------------------------
</Table>



<PAGE>



<Table>
<S>       <C>                                 <C>                        <C>      <C>
--------------------------------------------------------------------------------------------------
CUSIP No. 578462103                                                      Page 3 of 15 Pages
--------------------------------------------------------------------------------------------------
(1)        Name of Reporting Person            HENRY BIRKS & SONS HOLDINGS INC.

--------------------------------------------------------------------------------------------------
(2)        Check the Appropriate Box if a Member of a Group                       (a)  [ ]
                                                                                  (b)  [X]
--------------------------------------------------------------------------------------------------
(3)        SEC Use Only

--------------------------------------------------------------------------------------------------
(4)        Source of Funds            AF, OO

--------------------------------------------------------------------------------------------------
(5)        Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
           2(e).  [ ]

--------------------------------------------------------------------------------------------------
(6)        Citizenship or Place of Organization     CANADA

--------------------------------------------------------------------------------------------------
                                             (7)      Sole Voting Power
           Number of
      Shares Beneficially
             Owned
            By Each
           Reporting
          Person With
--------------------------------------------------------------------------------------------------
                                             (8)      Shared Voting Power
                                                      86,023,789

--------------------------------------------------------------------------------------------------
                                             (9)      Sole Dispositive Power

--------------------------------------------------------------------------------------------------
                                             (10)     Shared Dispositive Power
                                                      86,023,789

--------------------------------------------------------------------------------------------------
(11)       Aggregate Amount Beneficially Owned by Each Reporting Person     86,023,789

--------------------------------------------------------------------------------------------------
(12)       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
           Instructions)
                                       [ ]

--------------------------------------------------------------------------------------------------
(13)       Percent of Class Represented by Amount in Row (11)
                  80.3%

--------------------------------------------------------------------------------------------------
(14)       Type of Reporting Person (See Instructions)          HC
--------------------------------------------------------------------------------------------------
</Table>



<PAGE>




<Table>
<S>       <C>                                 <C>                        <C>      <C>
--------------------------------------------------------------------------------------------------
CUSIP No. 578462103                                                      Page 4 of 15 Pages
--------------------------------------------------------------------------------------------------
(1)        Name of Reporting Person            REGALUXE INVESTMENTS Sarl

--------------------------------------------------------------------------------------------------
(2)        Check the Appropriate Box if a Member of a Group                       (a)  [ ]
                                                                                  (b)  [X]

--------------------------------------------------------------------------------------------------
(3)        SEC Use Only

--------------------------------------------------------------------------------------------------
(4)        Source of Funds                          OO

--------------------------------------------------------------------------------------------------
(5)        Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
           2(e).  [ ]

--------------------------------------------------------------------------------------------------
(6)        Citizenship or Place of Organization     LUXEMBOURG

--------------------------------------------------------------------------------------------------
                                             (7)      Sole Voting Power
          Number of
     Shares Beneficially
            Owned
           By Each
          Reporting
         Person With
--------------------------------------------------------------------------------------------------
                                             (8)      Shared Voting Power
                                                      86,023,789

--------------------------------------------------------------------------------------------------
                                             (9)      Sole Dispositive Power

--------------------------------------------------------------------------------------------------
                                             (10)     Shared Dispositive Power
                                                      86,023,789
--------------------------------------------------------------------------------------------------
(11)       Aggregate Amount Beneficially Owned by Each Reporting Person   86,023,789

--------------------------------------------------------------------------------------------------
(12)       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
           Instructions)
                                       [ ]

--------------------------------------------------------------------------------------------------
(13)       Percent of Class Represented by Amount in Row (11)
                  80.3%

--------------------------------------------------------------------------------------------------
(14)       Type of Reporting Person (See Instructions)          CO
--------------------------------------------------------------------------------------------------
</Table>


<PAGE>




<Table>
<S>       <C>                                 <C>                        <C>      <C>
--------------------------------------------------------------------------------------------------
CUSIP No. 578462103                                                      Page 5 of 15 Pages
--------------------------------------------------------------------------------------------------
(1)        Name of Reporting Person
           Dr. Lorenzo Rossi de Montelera
--------------------------------------------------------------------------------------------------
(2)        Check the Appropriate Box if a Member of a Group                       (a)  [ ]
                                                                                  (b)  [X]
--------------------------------------------------------------------------------------------------
(3)        SEC Use Only

--------------------------------------------------------------------------------------------------
(4)        Source of Funds :  AF - OO

--------------------------------------------------------------------------------------------------
(5)        Check box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or
           2(e).  [ ]

--------------------------------------------------------------------------------------------------
(6)        Citizenship or Place of Organization     ITALIAN

------------------------------------------------------------------------------------------------
                                             (7)      Sole Voting Power
           Number of
      Shares Beneficially
             Owned
            By Each
           Reporting
          Person With
--------------------------------------------------------------------------------------------------
                                             (8)      Shared Voting Power
                                                      86,023,789
--------------------------------------------------------------------------------------------------
                                             (9)      Sole Dispositive Power

--------------------------------------------------------------------------------------------------
                                             (10)     Shared Dispositive Power
                                                      86,023,789
--------------------------------------------------------------------------------------------------

(11)       Aggregate Amount Beneficially Owned by Each Reporting Person       86,023,789

--------------------------------------------------------------------------------------------------
(12)       Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
           Instructions)
                                       [ ]

--------------------------------------------------------------------------------------------------
(13)       Percent of Class Represented by Amount in Row (11)
                  80.3%

--------------------------------------------------------------------------------------------------
(14)       Type of Reporting Person (See Instructions)          IN
--------------------------------------------------------------------------------------------------
</Table>



<PAGE>


                  This Amendment No. 1 amends the Statement on Schedule 13D
filed with the Securities and Exchange Commission on August 9, 2002 (the
"Schedule 13D") by Henry Birks & Sons Inc. ("Birks"), Henry Birks & Sons
Holdings Inc. ("Holdings"), Regaluxe Investment Sarl ("Regaluxe") and Dr.
Lorenzo Rossi di Montelera with respect to the common stock, $0.0001 par value
(the "Shares") of Mayor's Jewelers, Inc., a Delaware corporation ("Mayor's").

                  This Amendment No. 1 relates to:

                  (i) the Assignment Agreement ("Assignment Agreement 1") dated
as of January 31, 2003, between Birks and Mr. Filippo Recami, providing for the
transfer, subject to the terms and conditions set forth in Assignment Agreement
1 (including but not limited to Mr. Recami's continued employment by Regaluxe),
of 500,000 warrants exercisable for Shares at an exercise price of $0.30 per
Share on January 31, 2003, 500,000 warrants exercisable for Shares at an
exercise price of $0.30 per Share on January 31, 2004 and 500,000 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005;

                  (ii) the Assignment Agreement ("Assignment Agreement 2") dated
as of January 31, 2003, between Birks and Mr. Thomas A. Andruskevich, providing
for the transfer, subject to the terms and conditions set forth in Assignment
Agreement 2 (including but not limited to Mr. Andruskevich's continued
employment by Birks or Mayor's), of 500,000 warrants exercisable for Shares at
an exercise price of $0.30 per Share on January 31, 2003, 500,000 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2004 and 500,000 warrants exercisable for Shares at an exercise price of $0.30
per Share on January 31, 2005;

                  (iii) the Assignment Agreement ("Assignment Agreement 3")
dated as of January 31, 2003, between Birks and Mr. Joseph A. Keifer III,
providing for the transfer, subject to the terms and conditions set forth in
Assignment Agreement 3 (including but not limited to Mr. Keifer's continued
employment by Birks or Mayor's), of 166,666 warrants exercisable for Shares at
an exercise price of $0.30 per Share on January 31, 2003, 166,666 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2004 and 166,668 warrants exercisable for Shares at an exercise price of $0.30
per Share on January 31, 2005;

                  (iv) the Assignment Agreement ("Assignment Agreement 4") dated
as of January 31, 2003, between Birks and Mr. Marco Pasteris, providing for the
transfer, subject to the terms and conditions set forth in Assignment Agreement
4 (including but not limited to Mr. Pasteris' continued employment by Birks or
Mayor's), of 166,666 warrants exercisable for Shares at an exercise price of
$0.30 per Share on January 31, 2003, 166,666 warrants exercisable for Shares at
an exercise price of $0.30 per Share on January 31, 2004 and 166,668 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005; and

                  (v) the Assignment Agreement ("Assignment Agreement 5") dated
as of January 31, 2003, between Birks and Mr. Carlo Coda-Nunziante, providing
for the transfer, subject to the terms and conditions set forth in Assignment
Agreement 5 (including but not limited to Mr. Coda-Nunziante's continued
employment by Mayor's), of 83,333 warrants exercisable for Shares at an exercise
price of $0.30 per Share on January 31, 2003, 83,333


<PAGE>

warrants exercisable for Shares at an exercise price of $0.30 per Share on
January 31, 2004 and 83,334 warrants exercisable for Shares at an exercise price
of $0.30 per Share on January 31, 2005.

                  The following amendment to items 3, 4, 5, 6 and 7 of the
Schedule 13 D are hereby made.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

                  Pursuant to a Securities Purchase Agreement (the "Purchase
Agreement") entered into among Holdings, Birks and Prime Investments S.A.
("Prime"), on August 20, 2002, for aggregate consideration of $15,000,000,
Holdings and Prime each purchased from Birks and Birks issued to each of
Holdings and Prime: (i) $5,000,000 aggregate principal amount of Preferred
Shares of Birks (the "Preferred Sharers"); and (ii) $2,500,000 aggregate
principal amount of Convertible Notes of Birks (the "Convertible Notes").
Regaluxe contributed $7,500,000 to Holdings which in return contributed to Birks
to enable Birks to make its investment pursuant to the Investment Agreement.

                  Pursuant to Assignment Agreement 1, Birks will transfer to Mr.
Recami 500,000 warrants exercisable for Shares at an exercise price of $0.30 per
Share on January 31, 2003, 500,000 warrants exercisable for Shares at an
exercise price of $0.30 per Share on January 31, 2004 and 500,000 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005. The transfers will be made on such dates in consideration for Mr. Recami's
continued service as a director of Regaluxe and Mayor's.

                  Pursuant to Assignment Agreement 2, Birks will transfer to Mr.
Andruskevich 500,000 warrants exercisable for Shares at an exercise price of
$0.30 per Share on January 31, 2003, 500,000 warrants exercisable for Shares at
an exercise price of $0.30 per Share on January 31, 2004 and 500,000 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005. The transfers will be made on such dates in consideration for Mr.
Andruskevich's continued employment by Birks.

                  Pursuant to Assignment Agreement 3, Birks will transfer to Mr.
Keifer 166,666 warrants exercisable for Shares at an exercise price of $0.30 per
Share on January 31, 2003, 166,666 warrants exercisable for Shares at an
exercise price of $0.30 per Share on January 31, 2004 and 166,668 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005. The transfers will be made on such dates in consideration for Mr. Keifer's
continued employment by Mayor's.

                  Pursuant to Assignment Agreement 4, Birks will transfer to Mr.
Pasteris 166,666 warrants exercisable for Shares at an exercise price of $0.30
per Share on January 31, 2003, 166,666 warrants exercisable for Shares at an
exercise price of $0.30 per Share on January 31, 2004 and 166,668 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005. The transfers will be made on such dates in consideration for Mr.
Pasteris' continued employment by Birks.


<PAGE>

                  Pursuant to Assignment Agreement 5, Birks will transfer to Mr.
Coda-Nunziante 83,333 warrants exercisable for Shares at an exercise price of
$0.30 per Share on January 31, 2003, 83,333 warrants exercisable for Shares at
an exercise price of $0.30 per Share on January 31, 2004 and 83,334 warrants
exercisable for Shares at an exercise price of $0.30 per Share on January 31,
2005. The transfers will be made on such dates in consideration for Mr.
Coda-Nunziante's continued employment by Mayor's.

ITEM 4. PURPOSE OF TRANSACTION

                  Pursuant to an Investment Agreement (the "Investment
Agreement"), dated as of July 31, 2002, between Mayor's and Birks, on August 20,
2002, for aggregate consideration of $15,050,000, Birks purchased from Mayor's
and Mayor's issued to Birks: (i) 15,050 shares of Series A Convertible Preferred
Stock of Mayor's, convertible into 50,166,667 Shares (the "Preferred Stock");
(ii) Warrants exercisable for 12,424,596 Shares at an exercise price of $0.30
per Share (the "A Warrants"); (iii) Warrants exercisable for 12,424,596 Shares
at an exercise price of $0.35 per Share (the "B Warrants"); and (iv) Warrants
exercisable for 12,424,595 Shares at an exercise price of $0.40 per Share (the
"C Warrants" and with the Preferred Stock, the A Warrants and the B Warrants,
hereinafter collectively referred to as the "Securities").

                  The Securities were acquired by Birks for investment purposes
and for the purpose of obtaining control of Mayor's. As the holder of the
Preferred Stock, Birks is entitled to elect a percentage of the members of the
board of directors of Mayor's equal to the percentage of the outstanding Shares
that would be represented by the Preferred Stock if converted.

                  The respective transfers to Mr. Recami, Mr. Andruskevich, Mr.
Keifer, Mr. Pasteris and Mr. Coda-Nunziante will be made as consideration for
services that each has provided or will provide, directly or indirectly, to
Mayor's.

                  The Reporting Persons have the following plans and proposals:

                  (a) The Reporting Persons currently do not intend to acquire
additional Shares of Mayor's nor to dispose of Shares of Mayor's, but may
formulate plans to do so in the future. The Reporting Persons intend to review,
on a continuous basis, various factors related to their direct or indirect
investment, as the case may be, in Mayor's, including the price and availability
of the Shares, subsequent developments affecting Mayor's business, other
investment and business opportunities available to the Reporting Persons and
general stock market and economic conditions. Based upon these and other
factors, the Reporting Persons may decide to purchase additional Shares or may
decide in the future to sell all or part of their investment in Mayor's;

                  (b) The Reporting Persons have no plans or proposals to cause
Mayor's to enter into any extraordinary corporate transaction, such as a merger,
reorganization or liquidation of Mayor's or any of its subsidiaries;

                  (c) The Reporting Persons have no plans or proposals to cause
Mayor's or any of its subsidiaries to sell or transfer a material amount of
assets;


<PAGE>

                  (d) The completion of the transactions contemplated by the
Investment Agreement resulted in the issuance of a new class of stock, the
Preferred Stock, which is entitled vote as a class to elect a percentage of the
members of the board of directors of Mayor's equal to the percentage of the
outstanding Shares that would be represented by the Preferred Stock if
converted. As the beneficial owners of all of the Preferred Stock, Birks is
entitled to elect a majority of the members of the board of directors of
Mayor's. Following completion of the Investment Agreement, seven members of the
board of directors of Mayor's resigned and each was replaced by a person
nominated by Birks. In addition, upon completion of the Investment Agreement,
persons named by Birks were appointed to senior management positions of Mayor's
including the (i) President and Chief Executive Officer, (ii) Senior Vice
President and Chief Operating Officer and (iii) Group Vice President, Strategy
and Business Integration;

                  (e) The Reporting Persons have no plans to make any material
changes in the present capitalization or dividend policy of Mayor's;

                  (f) The Reporting Persons have no plans or proposals to cause
Mayor's to make any other material change in its business or corporate
structure;

                  (g) Other than an amendment to Mayor's certificate of
incorporation to increase the number of authorized Shares, the Reporting Persons
have no plans or proposals to cause Mayor's to change its certificate of
incorporation or bylaws or to take other actions which may impede the
acquisition of control of Mayor's by any person;

                  (h) The Reporting Persons have no plans or proposals to cause
the Shares to be delisted from any securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system; The Reporting Persons
understand that the American Stock Exchange may require a shareholder vote prior
to the issuance of Shares underlying the Securities . However, the right to
convert the Securities is not conditional upon shareholder approval and the
Reporting Persons reserve the right to convert the Preferred Securities and
exercise the Warrants without shareholder approval which may result in a
delisting of the Shares.

                  (i) The Reporting Persons have no plans or proposals to cause
the Shares to become eligible for termination of registration pursuant to
Section 12(g) of the Exchange Act; and

                  (j) The Reporting Persons have no plans or proposals to take
any actions similar to those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

                  (a) Based on the most recent information available, the
aggregate number and percentage of the Shares (the securities identified
pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of
the Reporting Persons is set forth in boxes 11 and 13 of the second part of the
cover page to this Schedule 13D for each of the Reporting Persons, and such
information is incorporated herein by reference. Of the 86,023,789 Shares
beneficially owned by the Reporting Persons, 50,166,167 Shares are issuable upon
conversion of Preferred Stock, 11,007,931 Shares are issuable upon exercise of
the A Warrants, 12,424,596 Shares are issuable


<PAGE>

upon exercise of the B Warrants and 12,424,595 Shares are issuable upon exercise
of the C Warrants.

                  (b) The numbers of Securities as to which each of the
Reporting Persons has sole voting power, shared voting power, sole dispositive
power and shared dispositive power are set forth in boxes 7, 8, 9 and 10,
respectively, on the second part of the cover page to this Schedule 13D for each
of the Reporting Persons, and such information is incorporated herein by
reference.

                  (c) Except as described herein, none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any person listed in Annex
A, B, or C, as the case may be, beneficially owns, or has acquired or disposed
of, any Shares during the last 60 days.

                  (d) No person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
Shares held by the Reporting Persons other than each of the Reporting Persons.

                  (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

                  Except as described below, none of the persons named in Item 2
nor to the best knowledge of each of the Reporting Persons, any person listed in
Annex A, B, or C, as the case may be, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of Mayor's, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.

                  Birks has entered into an Amended and Restated Registration
Rights Agreement with Mayor's. The Amended and Restated Registration Rights
Agreement includes rights to require Mayor's to register the offer and sale of
Shares held by Birks on up to three different occasions. Birks may also require
Mayor's to file registration statements on Form S-3, provided Mayor's remains
eligible to use that form. These rights are subject to various conditions and
limitations and may be transferred to persons who control, directly or
indirectly, a majority of the voting securities of Birks, including the
Reporting Persons.

                  Under the registration rights agreement, Mayor's will bear all
expenses incurred in connection with the registrations, other than any
underwriting discounts and commissions. Registration of Shares upon the exercise
of these registration rights would result in such Shares becoming freely
tradable without restriction under the Securities Act.

                  Pursuant to a Deed of Hypothec (the "Deed"), dated as of
August 20, 2002, between Birks, and National Bank Trust Inc., as trustee for
Prime, Birks pledged the Preferred Stock as security for the Convertible Notes
issued to Prime under the Purchase Agreement. The Deed contains standard default
and similar provisions. In an event of default, subject to an


<PAGE>

Intercreditor Agreement, dated as of August 20, 2002, between Holdings and
Prime, Holdings and Prime will have shared voting and dispositive power over the
Preferred Stock.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

                  Exhibit 1         Amended and Restated Registration Rights
                                    Agreement, dated as of February 25, 2003,
                                    between Mayor's and Birks.

                  Exhibit 2         Assignment Agreement, dated as of January
                                    31, 2003, between Birks and Mr. Recami.

                  Exhibit 3         Assignment Agreement, dated as of January
                                    31, 2003, between Birks and Mr.
                                    Andruskevich.

                  Exhibit 4         Assignment Agreement, dated as of January
                                    31, 2003, between Birks and Mr. Keifer.

                  Exhibit 5         Assignment Agreement, dated as of January
                                    31, 2003, between Birks and Mr. Pasteris.

                  Exhibit 6         Assignment Agreement, dated as of January
                                    31, 2003, between Birks and Mr.
                                    Coda-Nunziante.

<PAGE>


                                    SIGNATURE

                  After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Dated: February 25, 2003                    HENRY BIRKS & SONS INC.

                                            By:    /s/ Sabine Bruckert
                                                   ----------------------------
                                                   Name:   Sabine Bruckert
                                                   Title:  Vice President and
                                                           General Counsel

<PAGE>


                                    SIGNATURE

                  After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Dated: February 25, 2003                  HENRY BIRKS & SONS HOLDINGS INC.


                                          By:    /s/ Marco Pasteris
                                                 -------------------------------
                                                 Name:   Marco Pasteris
                                                 Title:  Chief Operating Officer


<PAGE>


                                    SIGNATURE

                  After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Dated: February 25, 2003                    REGALUXE INVESTMENT Sarl


                                            By:    /s/ Gerald Berclaz
                                                   ----------------------------
                                                   Name:   Gerald Berclaz
                                                   Title:  Director


<PAGE>


                                    SIGNATURE

                  After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Dated: February 25, 2003                    DR. LORENZO ROSSI DI MONTELERA


                                            /s/ Dr. Lorenzo Rossi Di Montelera
                                            ----------------------------------


<PAGE>


                                  EXHIBIT INDEX



<Table>
<Caption>
EXHIBIT NO.            DESCRIPTION
-----------            -----------

<S>                    <C>
1                      Amended and Restated Registration Rights Agreement, dated as of February 25,
                       2003, between Mayor's Jeweler's, Inc. and Henry Birks & Sons Inc.

2                      Assignment Agreement, dated as of January 31, 2003, between Henry Birks & Sons
                       Inc. and Mr. Filippo Recami.

3                      Assignment Agreement, dated as of January 31, 2003, between Henry Birks & Sons
                       Inc. and Mr. Thomas A. Andruskevich.

4                      Assignment Agreement, dated as of January 31, 2003, between Henry Birks & Sons
                       Inc. and Mr. Joseph A. Keifer III.

5                      Assignment Agreement, dated as of January 31, 2003, between Henry Birks & Sons
                       Inc. and Mr. Marco Pasteris.

6                      Assignment Agreement, dated as of January 31, 2003, between Henry Birks & Sons
                       Inc. and Mr. Carlo Coda-Nunziante.
</Table>



</TEXT>
</DOCUMENT>
