SEC Filing | Guess, Inc.

View:

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN THE PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GUESS ?, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
and/or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
(4) Date Filed:

[LOGO]

1444 South Alameda Street
Los Angeles, California 90021

------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------------------

To the Stockholders of Guess ?, Inc.

The annual meeting of stockholders of Guess ?, Inc., a Delaware corporation
(the "Company"), will be held at the Hotel Inter-Continental Los Angeles, 251
South Olive Street, Los Angeles, California 90012, on Monday, May 17, 1999 at 10
a.m., PST, for the following purposes:

1. To elect one director for a term of three years and until his successor
is duly elected and qualified;

2. To ratify the appointment of KPMG LLP as independent certified public
accountants of the Company for the 1999 fiscal year and;

3. To transact such other business as may properly come before the meeting
and any and all adjournments or postponements thereof.

Only stockholders of record at the close of business on March 31, 1999 are
entitled to notice of and to vote at the annual meeting and any adjournments
thereof.

If you plan to attend:

Please note that space limitations make it necessary to limit attendance to
stockholders and one guest. Admission to the meeting will be on a first-come,
first-served basis. Registration opens at 9:00 a.m. Cameras and recording
devices will not be permitted at the meeting.

If your shares are held of record by a broker, bank or other nominee and you
wish to attend the meeting, you must obtain a letter from the broker, bank or
other nominee confirming your beneficial ownership of the shares as of the
record date and bring it to the meeting. In order to vote your shares at the
meeting, you must obtain from the record holder a proxy issued in your name.

Your attention is called to the Proxy Statement on the following pages. We
hope that you will attend the meeting in person. The Board of Directors and
management look forward to greeting those stockholders able to attend.
Regardless of how many shares you own, your vote is very important. WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.

BY ORDER OF THE BOARD OF DIRECTORS,

[SIG] [SIG]
Maurice Marciano Glenn A. Weinman
Chairman of the Board and Vice President of Law
Chief Executive Officer and Human Resources/Secretary

Los Angeles, California
March 31, 1999

[LOGO]

1444 South Alameda Street
Los Angeles, California 90021

------------------------------------

PROXY STATEMENT
--------------------------------

INTRODUCTION

This Proxy Statement and enclosed form of proxy are being furnished
commencing on or about April 21, 1999 in connection with the solicitation by the
Board of Directors (the "Board of Directors" or the "Board") of Guess ?, Inc.
(the "Company") of proxies in the enclosed form for use at the 1999 annual
meeting of stockholders (the "Annual Meeting") to be held at the Hotel
Inter-Continental Los Angeles, 251 South Olive Street, Los Angeles, California
90012, on Monday, May 17, 1999, at 10 a.m., PST, and any adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. In connection with the solicitation by the Board of Directors of
proxies for use at the Annual Meeting, the Board has designated Glenn A. Weinman
and Brian L. Fleming to vote shares represented by such proxies. Any proxy given
pursuant to such solicitation and received in time for the Annual Meeting will
be voted as specified in such proxy. If no instructions are given, proxies will
be voted FOR the election of the nominee named below under the Caption "Election
of Director--Election of Class III Director", which is designated as Proposal
No. 1 and FOR the appointment of KPMG LLP as independent certified public
accountants of the Company for the 1999 fiscal year, which is designated as
Proposal No. 2. Any proxy may be revoked by written notice received by the
Secretary of the Company at any time prior to the voting thereof.

This solicitation is made by mail on behalf of the Board of Directors of the
Company. Costs of the solicitation will be borne by the Company. Further
solicitation of proxies may be made by telephone, telegraph, facsimile or
personal interview by the directors, officers and employees of the Company and
its affiliates, who will not receive additional compensation for the
solicitation. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to stockholders.

Only common stockholders of record at the close of business on March 31,
1999 are entitled to notice of and to vote at the Annual Meeting. As of the
close of business on March 18, 1999, there were 42,918,535 shares of the
Company's Common Stock, par value $0.01 per share (the "Common Stock"),
outstanding. Each share of Common Stock entitles the record holder thereof to
one vote on all matters properly brought before the Annual Meeting.

Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If
instructions are not received, brokers may vote the shares at their discretion,
depending upon the type of proposals involved. "Broker non-votes" result when
brokers are precluded by the rules of the New York Stock Exchange from
exercising their discretion on certain types of proposals. Brokers have
discretionary authority to vote on the proposals being submitted. The Inspector
of Election will treat broker non-votes as shares that are present and entitled
to vote for purposes of determining the presence of a quorum, but not as shares
present and voting on such proposal, thus having no effect on the outcome of
such proposal.

The director will be elected by a plurality of the votes cast at the Annual
Meeting. Stockholders may not cumulate their votes. Accordingly, abstentions or
broker non-votes as to the election of the Class III director will not affect
the outcome on such proposal.

The favorable vote of a majority of votes cast will be required to ratify
the selection of KPMG LLP. Accordingly, abstentions or broker non-votes will not
affect the outcome of the vote on such proposal.

The Board of Directors knows of no matters to come before the Annual Meeting
other than the matters referred to in this Proxy Statement. If, however, any
matters properly come before the Annual Meeting, it is the intention of each of
the persons named in the accompanying proxy to vote such proxies in accordance
with such person's discretionary authority to act in such person's best
judgment.

The principal executive offices of the Company are located at 1444 South
Alameda Street, Los Angeles, California 90021.

ELECTION OF DIRECTOR

Pursuant to the Company's Restated Certificate of Incorporation (the
"Certificate"), the Board of Directors is divided into three classes of
directors serving staggered terms (Classes I, II and III). One class of
directors will be elected at each annual meeting of stockholders for a
three-year term and will hold office until their successors shall have been
elected and qualified. The Company's bylaws currently authorize a Board of
Directors consisting of not less than three nor more than fifteen directors. The
Board of Directors currently consists of six members of which Armand Marciano
and Alice Kane are Class I directors, Paul Marciano and Robert Davis are Class
II directors and Maurice Marciano and Aldo Papone are Class III directors. Ms.
Kane was appointed to the Board of Directors in June 1998, and is neither an
officer nor employee of the Company or its affiliates. Aldo Papone, whose term
expires at the Annual Meeting, has chosen not to stand for re-election. The
Company intends to appoint additional outside directors and is actively engaged
in filling these positions.

PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTOR
(ITEM 1 ON PROXY CARD)

At the Annual Meeting, one Class III director is to be elected to serve for
a term to expire at the 2002 annual meeting of the stockholders. The nominee for
this position is Maurice Marciano. Information regarding the Board's nominee for
a director is set forth below. Information regarding the four continuing
directors whose terms expire in 2000 and 2001 is set forth on pages 8, 9 and 10
under the heading "Directors and Executive Officers."

VOTE. The Class III director will be elected by a plurality of the votes
cast at the Annual Meeting. Stockholders may not cumulate their votes.
Accordingly, abstentions or broker non-votes as to the election of the Class III
director will not affect the outcome. The accompanying proxy will be voted FOR
the election of the Board's nominee unless contrary instructions are given. If
the Board's nominee is unable to serve, which is not anticipated, the persons
named as proxies intend to vote for such other person or persons as the Board of
Directors may designate.

Maurice Marciano, age 50, who was one of the founders of the Company in
1981, has served as Chairman of the Board and Chief Executive Officer of the
Company since August 1993. Mr. Marciano served as President of the Company from
June 1990 to September 1992 and as Executive Vice President from 1981 until June
1990. Mr. Marciano's direct supervisory responsibilities include design, sales
and merchandising, manufacturing and finance. Additionally, Mr. Marciano, along
with Mr. Paul Marciano, is responsible for the Company's corporate marketing.
Mr. Marciano has been a director of the Company since 1981 (except for the
period from January 1993 to May 1993). From February 1993 to May 1993, Mr.
Marciano was Chairman, Chief Executive Officer and Director of Pepe Clothing
USA, Inc. Mr. Marciano is a Class III director whose present term will expire at
the Annual Meeting.

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(ITEM 2 ON PROXY CARD)

The firm of KPMG LLP ("KPMG"), the Company's independent certified public
accountants for the year ended December 31, 1998, was selected by the Board of
Directors to act in such capacity for the fiscal year ending December 31, 1999,
subject to ratification by the stockholders. There are no affiliations between
the Company and KPMG, its partners, associates or employees, other than those
which pertain to the engagement of KPMG as independent certified public
accountants for the Company in the previous year. KPMG has served as the
Company's independent public accountants and auditors since 1990. A
representative of KPMG will be present at the Annual Meeting to respond to
appropriate questions and to make such statements as he may desire.

VOTE. The favorable vote of a majority of votes cast regarding the proposal
is required to ratify the selection of KPMG. Accordingly, abstentions or broker
non-votes will not affect the outcome of the vote on the proposal. Unless
instructed to the contrary in the proxy, the shares represented by the proxies
will be voted FOR the proposal to ratify the selection of KPMG to serve as
independent certified public accountants for the Company during the fiscal year
ending December 31, 1999.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to the Company,
as of March 16, 1999, with respect to shares of its Common Stock held by (i)
those persons known to the Company to be the beneficial owners (as determined
under the rules of the Securities and Exchange Commission) of more than 5% of
such shares, (ii) the Chief Executive Officer and the four other most highly
compensated executive officers as of December 31, 1998 (the "Named Executive
Officers"), (iii) all directors and nominees of the Company, and (iv) as a
group, all directors and executive officers of the Company.

BENEFICIAL OWNERSHIP OF
COMMON STOCK
--------------------------
PERCENT OF
NUMBER CLASS
--------- ---------------

NAME AND ADDRESS OF BENEFICIAL OWNER (1)
Maurice Marciano (2).............................................. 16,720,597 38.4%
Paul Marciano (3)................................................. 13,177,785 30.2%
Armand Marciano (4)............................................... 5,918,437 13.6%
Aldo Papone (5)................................................... 23,826 *
Robert Davis (6).................................................. 23,188 *
Alice Kane (7).................................................... 12,878 *
Nancy Shachtman (8)............................................... 110,184 *
Jeffrey Cohen..................................................... 0 *
All directors and executive officers as a group (8 persons)....... 35,986,895 82.6%

- ------------------------

* Less than 1.0%

(1) The address of each of the directors, nominees and executive officers listed
above (except for Mr. Papone, Mr. Davis and Ms. Kane) is c/o Guess ?, Inc.,
1444 South Alameda Street, Los Angeles, California 90021. Except as
described below and subject to the Amended and Restated Stockholders'
Agreement, dated as of August 7, 1996, and applicable community property
laws and similar laws, each person listed above has sole voting and
investment power with respect to such shares.

(2) Includes shares beneficially owned by Maurice Marciano as follows:
14,763,793 shares as trustee of the Maurice Marciano Trust (1995
Restatement) and 30,000 shares as trustee of the Maurice Marciano 1990
Children's Trust with respect to which he has sole voting and investment
power; 1,212,149 shares

as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust with
respect to which he shares voting and investment power; and 714,655 shares
as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust
with respect to which he shares voting and investment power.

(3) Includes shares beneficially owned by Paul Marciano as follows: 11,643,149
shares as trustee of the Paul Marciano Trust dated February 20, 1986 with
respect to which he has sole voting and investment power; and 1,534,636
shares as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity
Trust with respect to which he shares voting and investment power.

(4) Includes shares beneficially owned by Armand Marciano as trustee of the
Armand Marciano Trust dated February 20, 1986 with respect to which he has
sole voting and investment power.

(5) The business address for Mr. Papone is: c/o American Express Co., 200 Vesey
Street, 50th Floor, New York, New York 10285. Includes 20,826 shares that
may be acquired upon the exercise of options which are presently exercisable
pursuant to the Amended and Restated 1996 Non-Employee Directors' Stock
Option Plan.

(6) The business address for Mr. Davis is: c/o St. John, 17422 Derian Avenue,
Irvine, California 92614. Includes 20,188 shares that may be acquired upon
the exercise of options which are presently exercisable pursuant to the
Amended and Restated 1996 Non-Employee Directors' Stock Option Plan.

(7) The business address for Ms. Kane is: c/o American General Investment
Management, L.P., 70 East 55(th) Street, 14(th) Floor, New York, NY 10022.
Includes 9,878 shares that may be acquired upon the exercise of options
which are presently exercisable pursuant to the Amended and Restated 1996
Non-Employee Directors' Stock Option Plan.

(8) Includes 109,834 shares that may be acquired upon the exercise of options
which are presently exercisable pursuant to the 1996 Equity Incentive Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is engaged in various transactions with entities affiliated with
trusts for the respective benefit of Maurice, Paul and Armand Marciano (the
"Marciano Trusts"). The Company believes that the arrangements involving each of
the companies in which the Marciano Trusts have an investment, and related party
transactions discussed below were entered into on terms no less favorable to the
Company than could have been obtained from an unaffiliated third party.

LICENSE AGREEMENTS AND LICENSEE TRANSACTIONS

On September 28, 1990, the Company entered into a license agreement with
Charles David of California ("Charles David"). Charles David is controlled by
the father-in-law of Maurice Marciano. The Marciano Trusts and Nathalie Marciano
(the spouse of Maurice Marciano) together own 50% of Charles David, and the
remaining 50% are owned by the father-in-law of Maurice Marciano. The license
agreement grants Charles David the rights to manufacture worldwide and
distribute worldwide (except Japan and certain European countries) for men,
women and some children, leather and rubber footwear, excluding athletic
footwear, which bear the Guess trademark. The license also includes related shoe
care products and accessories. Gross royalties earned by the Company under such
license agreement for the fiscal year ended December 31, 1998 were $1.4 million.
Additionally, the Company purchased $6.1 million of products from Charles David
for resale in the Company's retail stores during the same period.

On September 1, 1994, the Company entered into a license agreement with
California Sunshine Activewear, Inc. ("California Sunshine"), granting it the
rights to manufacture and distribute men's and women's activewear, which bear
the Guess trademark, in the United States. Effective as of June 30, 1998, 51% of
the shares of California Sunshine, formerly owned by the Marciano Trusts, were
sold back to

California Sunshine. Gross royalties earned by the Company under such license
agreement for the fiscal year ended December 31, 1998 were $0.7 million.
Additionally, the Company purchased $0.4 million of products from California
Sunshine for resale in the Company's retail stores during the same period.

Effective December 9, 1992, the Company entered into a license agreement
with Nantucket Industries, Inc. ("Nantucket"), granting it the rights to
manufacture and distribute within the United States women's intimate apparel
which bear the Guess trademark. Nantucket is owned 13.1% by the Company and 3.8%
by the trusts for the respective benefit of Paul Marciano and Armand Marciano.
The Company uses the lower of cost or market method of valuing its investment in
Nantucket, which resulted in a $0.3 million loss for 1998. With respect to
Nantucket, during the fiscal year ended December 31, 1998, the Company recorded
gross royalty income of $0.1 million and purchased $0.1 million of product for
resale in its retail stores. Effective March 31, 1998, the license agreement
between the Company and Nantucket was terminated. As a result of this
termination, Nantucket agreed that it would cease all sales of its Guess
products by April 30, 1998.

On January 1, 1997, the Company acquired from Pour le bebe, Inc., a
California corporation, a 24.75% limited partnership interest in S.W.P.I., Ltd.,
a California limited partnership, as payment in lieu of unpaid license fees due
November 1, 1996. The Marciano Trusts have a 75.25% ownership interest in
S.W.P.I., Ltd. The 24.75% limited partnership in S.W.P.I., Ltd. was valued at
$1.4 million by the Company, based on the fair market value of the real estate
limited partnership. During the fiscal year ended December 31, 1998, the Company
recorded $0.2 million of equity income and received a cash dividend of $0.8
million associated with the real estate limited partnership.

LEASES

The Company leases manufacturing, warehouse and administrative facilities
from partnerships affiliated with the Marciano Trusts and certain of its
affiliates (the "Principal Stockholders"). There are two leases in effect at
December 31, 1998, both of which expire in July 2008. The total lease payments
to these limited partnerships are currently $.2 million per month. Additionally,
the Company is also on a month to month lease for another storage facility.
Aggregate lease payments under leases in effect for the fiscal year ended
December 31, 1998 were $2.7 million.

STOCKHOLDERS' AGREEMENT

Upon consummation of the IPO, the Principal Stockholders and the Company
entered into an Amended and Restated Stockholders' Agreement (the "Stockholders'
Agreement"). Pursuant to the Stockholders' Agreement, Maurice Marciano, Paul
Marciano and Armand Marciano (the "Principal Stockholders") have agreed to vote
their shares of Common Stock to elect each of Maurice, Paul and Armand Marciano,
or one designee of any such person (if such designee shall be reasonably
acceptable to the other Principal Stockholders) to the Board of Directors. The
Stockholders' Agreement provides that each of the Principal Stockholders has
granted to each other and to the Company rights of first refusal with respect to
the sale of any shares of the Company's outstanding Common Stock (with certain
limited exceptions).

INDEBTEDNESS OF MANAGEMENT

None.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company as of March 16, 1999 are
as follows:

NAME AGE POSITION
- ------------------------------------------------ --- ----------------------------------------------------------

Maurice Marciano................................ 50 Chairman of the Board, Chief Executive Officer and
Director
Paul Marciano................................... 46 President, Chief Operating Officer and Director
Armand Marciano................................. 54 Senior Executive Vice President, Assistant Secretary and
Director
Aldo Papone..................................... 66 Director
Robert Davis.................................... 51 Director
Alice Kane...................................... 51 Director
Nancy Shachtman................................. 41 President of Wholesale
Jeffrey Cohen................................... 45 President of Retail

Pursuant to the Stockholders' Agreement described herein under "Certain
Relationships and Related Transactions," the Principal Stockholders have agreed
to vote their shares of Common Stock to elect each of Maurice, Paul and Armand
Marciano, or one designee of any such person (if such designee shall be
reasonably acceptable to the other Principal Stockholders), to the Board of
Directors. Maurice, Paul and Armand Marciano are brothers and have worked
together in the fashion industry for the last 25 years.

Paul Marciano, age 46, joined the Company two months after its inception in
1981 and has served as creative director for the Company's advertising
worldwide. Mr. Marciano has served as President of the Company since September
1992 and has been a director of the Company since 1990. Mr. Marciano's
responsibilities include direct supervisory responsibility for the Company's
domestic retail stores, international expansion, licensing, legal affairs,
management information systems, and advertising. Additionally, Mr. Marciano,
along with Maurice Marciano, is responsible for the Company's corporate
marketing. Mr. Marciano served as Senior Executive Vice President of the Company
from August 1990 to September 1992. Mr. Marciano is a Class II director whose
present term will expire at the 2001 annual meeting of stockholders.

Armand Marciano, age 54, joined the Company two months after its inception
in 1981 and has served as Senior Executive Vice President of the Company since
November 1992. Mr. Marciano has direct supervisory responsibility for the
Company's domestic outlet stores. In addition, Mr. Marciano is responsible for
distribution, real estate and construction, customer service and European
exports. Mr. Marciano has been a director of the Company since 1983. Mr.
Marciano served as Secretary of the Company from 1983 to August 1997 and has
served as Assistant Secretary of the Company since August 1997. From July 1988
to 1992, Mr. Marciano served as Executive Vice President of the Company. Mr.
Marciano is a Class I director whose term will expire at the 2000 annual meeting
of stockholders.

Aldo Papone, age 66, has been a director of the Company since his
appointment to the Board of Directors in March 1997. Mr. Papone is the former
Chairman and Chief Executive Officer of American Express Travel Related Services
Company, Inc. Following his retirement in 1991, Mr. Papone has remained

highly active at American Express and is currently a Senior Advisor to the
company. From 1980 to 1983, he served as Vice Chairman of the Dayton Hudson
Corporation before returning to American Express. Prior to that, Mr. Papone had
an 18-year career with R. H. Macy and Company, where he reached the position of
Senior Vice President and General Merchandising Manager for its New York
Division. Mr. Papone serves on the corporate boards of The American Express
Bank, Springs Industries, Hyperion Solutions, and The Body Shop International,
PLC. Mr. Papone is a Class III director who was appointed to the Board of
Directors in March 1997 and whose present term will expire at the Annual
Meeting. Mr. Papone has chosen not to stand for re-election.

Robert Davis, age 51, is the former President and Chief Operating Officer of
St. John. Following his resignation in April 1996, Mr. Davis has remained active
at St. John and is currently a consultant to its Chairman and Founder, Bob Gray.
Mr. Davis, a director of St. John since 1984, became President of St. John Knit
in 1992 and served as Chief Operating Officer and Secretary from 1988 to 1996.
From 1980 to 1988, Mr. Davis held various other administrative positions at St.
John ending with Vice President-- Operations. Prior to that, Mr. Davis was a
partner in a Chicago area law firm, where he advised on corporate, labor and
litigation matters from 1973 to 1980. Mr. Davis currently serves on the
corporate board of Kent Manufacturing in South Carolina. Mr. Davis is a Class II
director who was appointed to the Board in May 1997 and whose present term will
expire at the 2001 annual meeting of stockholders.

On June 3, 1998, Alice T. Kane was appointed to the Company's Board of
Directors. Ms. Kane, age 51, is Executive Vice President of American General
Corporation's recently formed investment advisory subsidiary, American General
Investment Management, L.P. American General Corporation is one of the nation's
largest diversified financial organizations with assets of approximately $98
billion. Prior to joining American General Corporation on June 1, 1998, Ms. Kane
served her entire financial services industry career at New York Life Insurance
Company where she joined the company in 1972. Up until her departure from New
York Life, she was Executive Vice President and Chief Marketing Officer after
serving as Executive Vice President with responsibility for managing the
company's asset management division from 1994 to 1997. Ms. Kane was also
Chairman of New York Life's MainStay Mutual Funds, and served as General Counsel
of New York Life from 1986 to 1995. Ms. Kane is a Class I director, whose
present term will expire at the 2000 annual meeting of stockholders.

Nancy Cohen, age 41, has been President of Wholesale since November 1998.
From January 1998 through November 1998, Ms. Cohen served as President of Sales.
From October 1986 through January 1998, Ms. Cohen served in various sales and
merchandising positions for the Company including Vice President of Sales and
Merchandising.

Jeffrey Cohen, age 45, joined the Company as President of Retail in December
1998. Prior to joining the Company, Mr. Cohen was President of Tommy Hilfiger
Company Stores, overseeing the specialty and factory store divisions since 1993.
In this capacity, Mr. Cohen was responsible for the start-up and development of
the retail division within the Tommy Hilfiger corporate structure. Prior to
joining Tommy Hilfiger, Mr. Cohen was President at Polo/Ralph Lauren Retail
Corporation from 1983 to 1993. In this position, Mr. Cohen managed all
company-owned retail stores and supervised the overall organization of
approximately 1,500 employees.

COMMITTEES OF THE BOARD--BOARD MEETINGS

The Board of Directors held five meetings during 1998. During 1998, all
directors attended all of the meetings of the Board and the Board Committees on
which they serve, with the exception of Ms. Kane, who did not attend one
Compensation Committee meeting. The Company currently does not have a Nominating
Committee.

The Board of Directors has the following standing committees.

AUDIT COMMITTEE

The Audit Committee, which was established on July 30, 1996, recommends the
appointment of the Company's external auditors and meets with both internal and
external auditors to review the scope of their audits and the results thereof.
In addition, the Audit Committee reviews and comments on the proposed plans of
the internal and external auditors, audit fee proposals, financial statements
and other documents submitted to stockholders and regulators and reviews the
internal control policies and procedures of the Company. There are currently
three members of the Audit Committee: Mr. Papone, who serves as Chairman, Mr.
Davis and Ms. Kane. There were four meetings of the Audit Committee held during
1998.

COMPENSATION COMMITTEE

The Compensation Committee, established on March 3, 1997, reviews and
approves the remuneration arrangements for the officers and directors of the
Company and reviews and recommends new executive compensation or stock plans in
which the officers and/or directors are eligible to participate, including the
granting of stock options and the determination of annual bonuses. There are
three members of the Compensation Committee: Mr. Davis, who serves as Chairman,
Mr. Papone and Ms. Kane. There were four meetings of the Compensation Committee
held during 1998.

The General Corporation Law of the State of Delaware (the "Delaware
Corporation Law") provides that a company may indemnify its directors and
officers as to certain liabilities. The Company's Restated Certificate of
Incorporation and Restated Bylaws provide for the indemnification of its
directors and officers to the fullest extent permitted by law, and the Company
has entered into separate indemnification agreements with each of its directors
and officers to effectuate these provisions and to purchase directors' and
officers' liability insurance. The effect of such provisions is to indemnify, to
the fullest extent permitted by law, the directors and officers of the Company
against all costs, expenses and liabilities incurred by them in connection with
any action, suit or proceeding in which they are involved by reason of their
affiliation with the Company.

EXECUTIVE COMPENSATION

The following table sets forth each component of compensation paid or
awarded to, or earned by, the Named Executive Officers for the fiscal years
ended December 31, 1996, 1997 and 1998.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-------------------------------------------------------------------
LONG-TERM
COMPENSATION
AWARDS
-------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS/SARS(#) COMPENSATION(2)
- ------------------- --------- --------- --------- ------------- ------------- ---------------

Maurice Marciano 1998 $ 900,000 $ 0 $ 149,551 0 $ 1,038
Chairman of the 1997 900,000 0 58,162 0 1,038
Board and Chief 1996 1,606,539 1,681,667 152,634 0 1,154
Executive Officer

Paul Marciano 1998 900,000 0 147,469 0 $ 1,038
President and 1997 900,000 0 104,137 0 1,038
Chief Operating 1996 1,323,923 1,355,000 194,051 0 1,025
Officer

Armand Marciano 1998 650,000 0 67,666 0 $ 1,125
Senior Executive 1997 650,000 0 13,986 0 1,125
Vice President 1996 746,345 1,250,833 215,888 0 990
and Assistant
Secretary

Nancy Shachtman 1998 388,461 0 0 85,000 $ 1,950
President of 1997 301,154 40,000 0 25,000 1,950
Wholesale 1996 300,000 15,000 0 70,000 1,950

Jeffrey Cohen 1998 5,385 0 0 175,000 0
President of 1997 0 0 0 0 0
Retail 1996 0 0 0 0 0

- ------------------------

(1) Amounts in Other Annual Compensation for 1998 in excess of 25% of the total
indicated for such executive officer include the following: (i) $102,756,
$100,673 and $20,870 for transportation for Maurice Marciano, Paul Marciano
and Armand Marciano, respectively, and (ii) $32,500 for life insurance for
Armand Marciano.

Amounts in Other Annual Compensation for 1997 in excess of 25% of the total
indicated for such executive officer include the following: (i) $50,419,
$76,508, $6,244 for transportation for Maurice Marciano, Paul Marciano and
Armand Marciano, respectively, and (ii) $7,742 for health insurance for
Armand Marciano.

Amounts in Other Annual Compensation for 1996 in excess of 25% of the total
indicated for such executive officer include the following: (i) $146,011 for
transportation for Maurice Marciano, and (ii) $150,175 and $161,689 for life
insurance for Paul Marciano and Armand Marciano, respectively.

(2) Consists solely of contributions to the Company's 401(k) Plan dated January
1, 1992, as amended, by the Company for such executive officers.

(3) Mr. Cohen was hired on December 28, 1998.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information on option grants during
the fiscal year ended December 31, 1998 to the Named Executive Officers.

INDIVIDUAL GRANTS
----------------------------------------------------
POTENTIAL REALIZABLE
PERCENT OF VALUE
TOTAL AT ASSUMED ANNUAL
NUMBER OF OPTIONS/ RATES OF STOCK PRICE
SECURITIES SARS GRANTED EXERCISE APPRECIATION FOR
UNDERLYING TO EMPLOYEES OR OPTION TERM(2)
OPTIONS/SARS IN FISCAL BASE PRICE EXPIRATION --------------------
NAME GRANTED(#)(1) YEAR ($/SHARE) DATE 5% 10%
- -------------------------- ----------- ------------- ----------- ----------- --------- ---------

Maurice Marciano.......... 0 N/A N/A N/A $ 0 $ 0
Paul Marciano............. 0 N/A N/A N/A 0 0
Armand Marciano........... 0 N/A N/A N/A 0 0
Nancy Shachtman........... 25,000 2.4 $ 5.50 02/08 86,473 219,140
Nancy Shachtman........... 60,000 5.8 $ 3.94 11/08 148,595 376,569
Jeffrey Cohen............. 175,000 16.9 $ 4.25 12/08 467,740 1,185,346

- ------------------------

(1) Options were granted pursuant to the 1996 Equity Incentive Plan and are
exercisable within ten years from the date of the grant. Options expiring
February 2008 have an exercise price of $5.50 per share and vest in three
equal installments on January 1 of each year from 1999 through 2001. Options
expiring November 2008 have an exercise price of $3.94 per share and vest in
four equal installments on January 1 of each year from 1999 through 2002.
Options expiring December 2008 have an exercise price of $4.25 per share and
vest in four equal installments on December 28 of each year from 1999
through 2002.

(2) Potential realizable values (i) are based on assumed annual rates of return
of 5% and 10%, as set forth by the Securities and Exchange Commission, (ii)
are net of the option exercise price, (iii) do not include the effect of any
taxes associated with the exercise and (iv) are not intended to forecast
future price appreciation of the Common Stock of the Company.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information regarding the number and value of
unexercised options to purchase the Common Stock held by the Named Executive
Officers as of December 31, 1998, based upon a value of $4.81 per share, which
was the closing price of the Common Stock on the New York Stock Exchange on such
date. None of the Named Executive Officers exercised any stock options during
the fiscal year ended December 31, 1998.

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR- AT FISCAL
END(#) YEAR- END($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
------------------------------ ---------------- -------------

Maurice Marciano................................................................ 0/0 $ 0/$0
Paul Marciano................................................................... 0/0 0/0
Armand Marciano................................................................. 0/0 0/0
Nancy Shachtman................................................................. 60,750/119,250 0/52,440
Jeffrey Cohen................................................................... 0/175,000 0/98,350

EMPLOYMENT AGREEMENTS

The Company has entered into individual employment agreements (the
"Executive Employment Agreements") with each of Maurice Marciano, Paul Marciano
and Armand Marciano (the "Executives"). The initial term of the Executive
Employment Agreements began on August 13, 1996 (the "Effective Date") and will
terminate on the third anniversary of the Effective Date. The Executive
Employment Agreements will automatically extend after the initial term for
successive one-year terms, unless notice not to extend is given by either party
at least 90 days prior to the end of the then current term. The Executive
Employment Agreements provide for an annual base salary of $900,000, $900,000
and $650,000 for Maurice Marciano, Paul Marciano and Armand Marciano,
respectively, which may be increased based on annual reviews by the Compensation
Committee. In addition, the Executive Employment Agreements provide for annual
bonuses to be determined in accordance with the Company's Annual Incentive Bonus
Plan, with a minimum expected target bonus equal to 100% of base salary.
Commencing on the expiration of the term of an Executive Employment Agreement,
or earlier should an Executive Employment Agreement be terminated other than due
to the Executive's death or for cause (as defined in the Executive Employment
Agreements), the Company and Maurice Marciano, Paul Marciano or Armand Marciano,
as the case may be, will enter into a two-year consulting agreement under which
such Executive will render certain consulting services for which the Company
will pay an annual consulting fee equal to 50% of such Executive's annual base
salary, as in effect immediately prior to the commencement of the consulting
period. In addition, each Executive is entitled to certain fringe benefits,
including full Company-paid health and life insurance for himself and his
immediate family during his lifetime. If any of the Executives is terminated
without cause or resigns for good reason (as such terms are defined in the
Executive Employment Agreements), then such Executive will receive as severance
his then current base salary and annual target bonus for the remainder of his
term of employment. The Executive will also continue to participate in
Company-sponsored health and life insurance, and other fringe benefit plans and
programs during the severance period. Each Executive Employment Agreement
further provides that upon the death or permanent disability of the Executive,
such Executive (or his beneficiary) will receive a pro rata portion of his
annual target bonus for the year in which the Executive's death or permanent
disability occurs. The Executive Employment Agreements also include certain
noncompetition, nonsolicitation and confidentiality provisions.

COMPENSATION OF DIRECTORS

Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors. Directors who are not
employees of the Company receive an annual retainer fee of $20,000 for their
services and attendance fees of $1,500 per board meeting and $1,000 (committee
chairman) or $750 (committee member) per committee meeting attended. Annual
retainer fees may, however, be waived in exchange for options to purchase a
number of shares of Common Stock equal in value to 2 1/2 times that of the fees
so waived. The aggregate exercise price of these options is equal to the closing
market price of the Company's Common Stock on the day of the grant. The options
will become exercisable in 25% installments on the first day of each of the four
fiscal quarters following the date of grant. Pursuant to the Amended and
Restated 1996 Non-Employee Directors' Stock Option Plan ("1996 Plan"), if there
is a change in control of the Company (as defined in the 1996 Plan), all options
become immediately exercisable. All directors are reimbursed for expenses
incurred in connection with attendance at Board or committee meetings.

In addition, pursuant to the Amended and Restated 1996 Non-Employee
Directors' Stock Option Plan, each non-employee director of the Company, upon
joining the Board of Directors, will receive non-qualified options to purchase
10,000 shares of Common Stock and will receive non-qualified options to purchase
an additional 3,000 shares of Common Stock on the first day of each fiscal year
thereafter. The exercise price of such options will be equal to 85% of the fair
market value of the Common Stock on the respective date of grant and the term of
the options will be for ten years. The options will become exercisable in 25%
installments on each of the first four anniversaries of the date of grant,
provided, that the options will immediately become exercisable in full upon the
occurrence of a change in control of the Company.

Further, pursuant to the Amended and Restated 1996 Non-Employee Directors'
Stock Option Plan, each non-employee director of the Company, upon joining the
Board of Directors, will receive 1,500 shares of Common Stock and will receive
an additional 1,500 shares of Common Stock on the first business day of each
calendar year thereafter.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted above, the members of the Compensation Committee during 1998 were
Mr. Davis, as Chairman, Mr. Papone and Ms. Kane. None of the executive officers
of the Company served as a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity during 1998.

COMPENSATION COMMITTEE REPORT

The report of the Compensation Committee of the Board of Directors with
respect to compensation in fiscal 1998 is as follows:

COMPENSATION PHILOSOPHY

The initial framework of compensation paid to the Company's executive
officers was determined at the time of the IPO. Based on discussions with the
Company's investment bankers and an independent compensation consultant and
based on comparisons with other companies in the textile industry, the Board
established ranges of salary, bonus and stock option compensation for its
executive officers. The Company established a Compensation Committee during
fiscal 1997 which now has responsibilities over the Company's formal policies
for executive compensation. In its hiring practices, the Company seeks to obtain
the services of the most highly qualified individuals in the industry, and has
provided compensation accordingly.

COMPONENTS OF COMPENSATION.

The principal components of executive officer compensation are generally as
follows:

BASE SALARY. The base salary of each of the Named Executive Officers is
fixed pursuant to the terms of their respective Employment Agreements. See
"Employment Agreements."

ANNUAL PERFORMANCE BONUS. Annual bonuses are payable to the Company's
executive officers under the Company's Annual Incentive Bonus Plan (the
"Incentive Plan") based on the Company's achievement of certain pre-set
corporate financial performance targets established for the fiscal year. The
financial target for fiscal 1998 was net earnings per share equal to $0.81. The
Company's actual net earnings per share for 1998 were $0.59 per share.
Accordingly, no bonuses were awarded to the executive officers for 1998 on the
basis of the achievement of said pre-set financial targets.

LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided through
stock option grants and other stock-based awards under the Incentive Plan.
Awards under the Incentive Plan are designed to further align the interests of
each executive officer with those of the stockholders and provide each officer
with a significant incentive to manage the Company from the perspective of an
owner with an equity stake in the Company's business.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. Pursuant to the terms of his
employment agreement entered into at the time of the IPO, Maurice Marciano
receives a base salary of $900,000 per year. His annual target bonus under the
Bonus Plan is equal to 100% of his base salary. Because the Company's 1998
performance did not meet the target set for earnings, Mr. Marciano received no
bonus for 1998. Mr. Marciano, a major stockholder in the Company, has not been
granted any options to purchase the Company's Common Stock.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code of 1986, as amended, generally provides that publicly held
companies may not deduct compensation paid to certain of their top executive
officers to the extent such compensation exceeds $1 million per officer in any
year. However, pursuant to regulations issued by the Treasury Department,
certain limited exceptions to Section 162(m) apply with respect to "qualified
performance-based compensation" and to compensation paid in certain
circumstances by companies in the first few years following their IPO. The
Company has taken steps to provide that these exceptions will apply to
compensation paid to its executive officers, and the Company will continue to
monitor the applicability of Section 162(m) to its ongoing compensation
arrangements.

By the Compensation Committee,

ROBERT DAVIS
ALDO PAPONE
ALICE KANE

STOCK PERFORMANCE GRAPH

The Securities and Exchange Commission requires the Company to present a
graph comparing the cumulative total stockholder return on its shares with the
cumulative total stockholder return on (1) a broad equity market index and (2) a
published industry index or peer group. Although the chart would normally cover
a five-year period, the shares of the Company began public trading on August 8,
1996 and, as a result, the following chart commences as of such date.

The Stock Price Performance Graph below compares the cumulative total
stockholder return on the Common Stock from August 8, 1996 to December 31, 1998
with the return on the Standard and Poor's 500 Stock Index ("S&P 500 Index") and
the Standard and Poor's Textiles Index ("S&P Textiles"). The stock price
performance shown is not necessarily indicative of future price performance.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

GUESS?, INC. S&P 500 INDEX S&P TEXTILES INDEX

8/8/96 $100.00 $100.00 $100.00
12/31/96 $79.86 $111.79 $116.18
12/31/97 $38.19 $146.46 $124.97
12/31/98 $45.14 $185.52 $105.99

- ------------------------

Note: Assumes $100 invested on August 8, 1996 in Guess ?, Inc., S&P 500 Index
and S&P Textiles Index. Assumes reinvestment of dividends on a daily basis.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and any beneficial owner of more than ten percent of a registered
class of the Company's equity securities, to file reports (Forms 3, 4 and 5) of
stock ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Officers, directors and beneficial
owners of more than ten percent of the Company's stock are required by
Securities and Exchange Commission regulation to furnish the Company with copies
of all such forms that they file.

Based solely on the Company's review of the copies of Forms 3, 4 and 5 and
the amendments thereto received by it for the year ended December 31, 1998, or
written representations from certain reporting persons that no Forms 5 were
required to be filed by those persons, the Company believes that during the
period ended December 31, 1998, all filing requirements were complied with by
its executive officers, directors and beneficial owners of more than ten percent
of the Company's Common Stock.

STOCKHOLDERS' PROPOSALS.

Proposals of stockholders intended to be presented at the 2000 annual
meeting of stockholders must be received by the Company, marked to the attention
of the Secretary, no earlier than February 17, 2000 and no later than March 19,
2000. Proposals must comply with the requirements as to form and substance
established by the Securities and Exchange Commission for proposals in order to
be included in the Proxy Statement.

THE BOARD OF DIRECTORS

Los Angeles, California

PROXY

GUESS ?, INC.

COMMON STOCK

PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS

The undersigned hereby appoint(s) Brian L. Fleming and Glenn A. Weinman as
proxies with full power of substitution, and hereby authorize(s) each of them to
represent and to vote, as designated on the reverse side hereof, all shares of
Common Stock of Guess ?, Inc. (the "Company") held of record by the undersigned
on March 31, 1999 at the Annual Meeting of Stockholders to be held on May 17,
1999 at 10 a.m., PST, or any adjournments or postponements thereof, at the Hotel
Inter-Continental Los Angeles, 251 South Olive Street, Los Angeles, California
90012, and hereby revoke(s) any proxies heretofore given.

By signing and dating the reverse of this card, the undersigned authorize(s) the
proxies to vote each proposal as marked or, if not marked to vote "FOR" each
proposal. Please complete and mail this card at once in the envelope provided.

This proxy is revocable and the undersigned may revoke it at any time prior to
its exercise. Attendance of the undersigned at the above meeting or any
adjourned or postponed session thereof will not be deemed to revoke this proxy
unless the undersigned will indicate affirmatively thereat the intention of the
undersigned to vote said shares in person.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE

GUESS ?, INC.
1999 Annual Meeting of Stockholders
May 17, 1999
Hotel Inter-Continental Los Angeles
251 South Olive Street
Los Angeles, California 90012
Registration Opens at 9:00 a.m.
Meeting Begins at 10:00 a.m.
Cameras and recording devices will not be allowed in the meeting

ADMITTANCE TICKET
This ticket entitles you, the stockholder, and one guest to attend
this Annual Meeting.

Seating will be on a first come, first served basis. For wheelchair
and hearing impaired seating, please see a
host/hostess for assistance

DIRECTIONS TO THE HOTEL INTER-CONTINENTAL LOS ANGELES

From LAX Airport:

Take Sepulveda Boulevard South. Go through tunnel and stay to the right hand
side. Get on the 105 Freeway East. Transfer to the Harbor freeway (110) North.
Exit at 4th Street heading East. Go two stop lights, then turn left onto Olive
Street. Hotel will be at the top of the hill on the left-hand side.

Please mark votes as in this example. [X]

THE BOARD OF DIRECTORS OF GUESS ?, INC. RECOMMENDS A VOTE FOR THE NOMINEES SET
FORTH IN PROPOSALS 1 AND 2.

(1) ELECTION OF DIRECTOR (TERM EXPIRING IN 2002)

Nominees: Maurice Marciano

[ ]FOR [ ]WITHHOLD

(2) TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE 1999 FISCAL YEAR

[ ]FOR [ ]AGAINST [ ]ABSTAIN

(3) In their discretion, the proxyholders are authorized to vote on such other
matters that may properly come before this Annual Meeting or any
adjournment or postponement thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

NEW ADDRESS: __________________________________

__________________________________

IMPORTANT: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE SIGN IN FULL CORPORATE NAME
BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN THE
PARTNERSHIP NAME BY AN AUTHORIZED PERSON.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR
DIRECTORS, FOR THE RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS AND, IN THE DISCRETION OF THE PROXY HOLDERS, ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL MEETING OF
STOCKHOLDERS AND A PROXY STATEMENT FOR THE ANNUAL MEETING PRIOR TO THE SIGNING
OF THIS PROXY.

Do you plan to attend the Annual Meeting? [ ] YES [ ] NO

Signature:__________________ Date:___ Signature:__________________ Date:___