SEC Filing | Guess, Inc.

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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

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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.
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(Name of Registrant as Specified In Its Charter)

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

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[LOGO]

1444 South Alameda Street
Los Angeles, California 90021
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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 Marriott's Desert Springs Resort and Spa, 74855
Country Club Drive, Palm Desert, California 92260, on Monday, May 18, 1998 at
10:00 a.m., prevailing local time, for the following purposes:

1. To elect two directors each for a term of three years and until each of
their respective successors is duly elected and qualified;

2. To ratify the appointment of KPMG Peat Marwick LLP as independent
certified public accountants of the Company for the 1998 fiscal year;

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, 1998 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,

/s/ Maurice Marciano /s/ Glenn A. Weinman
- ------------------------------------------- -------------------------------------------
Maurice Marciano Glenn A. Weinman
Chairman of the Board and General Counsel and
Chief Executive Officer Secretary

Los Angeles, California
March 31, 1998

[LOGO]

1444 South Alameda Street
Los Angeles, California 90021
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PROXY STATEMENT
--------------------------------

INTRODUCTION

This Proxy Statement and enclosed form of proxy are being furnished
commencing on or about April 6, 1998 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 1998 annual
meeting of stockholders (the "Annual Meeting") to be held at Marriott's Desert
Springs Resort and Spa, 74855 Country Club Drive, Palm Desert, California 92260,
on Monday, May 18, 1998, at 10:00 a.m., prevailing local time, 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 Terence Tsang 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 nominees named below under
the Caption "Election of Directors--Election of Class II Directors", which is
designated as Proposal No. 1 and FOR the appointment of KPMG Peat Marwick LLP as
independent certified public accountants of the Company for the 1998 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,
1998 are entitled to notice of and to vote at the Annual Meeting. As of the
close of business on March 31, 1998, there were 42,902,035 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 directors 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 II directors 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 Peat Marwick 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 DIRECTORS

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 has five members consisting of Armand Marciano whom
is a Class I director, Paul Marciano and Robert Davis who are Class II directors
and Maurice Marciano and Aldo Papone who are Class III directors. Mr. Davis and
Mr. Papone were appointed to the Board of Directors in May 1997 and March 1997,
respectively, and are neither officers nor employees of the Company or its
affiliates. The Company intends to appoint additional outside directors and is
actively engaged in filling these positions.

PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS
(ITEM 1 ON PROXY CARD)

At the meeting, two Class II directors are to be elected to serve for terms
to expire at the 2001 annual meeting of the stockholders. The nominees for these
positions are Paul Marciano and Robert Davis. Information regarding the Board's
nominees for directors is set forth below. Information regarding the three
continuing directors whose terms expire in 1999 and 2000 is set forth on pages 8
and 9 under the heading "Directors and Executive Officers."

VOTE. Directors 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 Class II directors will
not affect the outcome. The accompanying proxy will be voted FOR the election of
the Board's nominees unless contrary instructions are given. If the Board's
nominee or nominees are 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.

Paul Marciano, age 45, joined the Company two months after its inception in
1981 and has served as creative director for Guess advertising worldwide since
that time. 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 international
expansion, licensing, legal affairs, Management Information Systems, and
advertising. 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 Annual Meeting.

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
Annual Meeting.

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

The firm of KPMG Peat Marwick LLP, the Company's independent certified
public accountants for the year ended December 31, 1997, was selected by the
Board of Directors to act in such capacity for the fiscal year ending December
31, 1998, subject to ratification by the stockholders. There are no affiliations
between the Company and KPMG Peat Marwick LLP, its partners, associates or
employees, other than those which pertain to the engagement of KPMG Peat Marwick
LLP as independent certified public accountants for the Company in the previous
year. KPMG Peat Marwick LLP has served as the Company's independent public
accountants and auditors since 1990. A representative of KPMG Peat Marwick LLP
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 Peat Marwick LLP. 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
Peat Marwick LLP to serve as independent certified public accountants for the
Company during the fiscal year ending December 31, 1998.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to the Company,
as of March 24, 1998, 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, 1997 (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
-------------------------------
NUMBER PERCENT OF CLASS
------------ -----------------

NAME AND ADDRESS OF BENEFICIAL OWNER (1)
Maurice Marciano (2)............................................................... 16,640,597 38.6%
Paul Marciano (3).................................................................. 13,177,785 30.6%
Armand Marciano (4)................................................................ 5,918,437 13.7%
Aldo Papone (5).................................................................... 9,223 *
Robert Davis (6)................................................................... 6,085 *
Andrea Weiss (7)................................................................... 36,250 *
Ken Duane (8)...................................................................... 0 *
All directors and executive officers as a group (7 persons)........................ 35,788,377 82.6%

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* Less than 1.0%

(1) The address of each of the directors, nominees and executive officers listed
above (except for Mr. Papone and Mr. Davis) 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:
14,713,793 shares as trustee of the Maurice Marciano Trust (1995
Restatement) 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, 200 Vesey
Street, 50th Floor, New York, New York 10285. Includes 9,223 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 Knits, 17422 Derian
Avenue, Irvine, California 92614. Includes 6,085 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) Includes 35,000 shares that may be acquired upon the exercise of options
which are presently exercisable pursuant to the 1996 Equity Incentive Plan.

(8) Mr. Duane surrendered to the Company options to purchase 160,705 shares of
common stock, which were granted to him during 1997 and 1996, in connection
with the mutually agreed-upon termination of his employment and the
settlement of his employment agreement with the Company in January 1998.

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% is 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, 1997 were $1.2 million. Additionally, the Company purchased
$6.1 million of product 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. The Marciano Trusts together own 51%
of California Sunshine. Gross royalties earned by the Company under such license
agreement for the fiscal year ended December 31, 1997 were $1.0 million.
Additionally, the Company purchased $1.5 million of product from California
Sunshine for resale in the Company's retail stores during the same period.

Effective January 1, 1995, the Company entered into a license agreement with
Guess? Italia, S.r.1. ("Guess? Italia"), granting it exclusive rights in Italy
and non-exclusive rights in certain other countries within Europe to manufacture
and distribute men's and women's apparel and accessories which bear the Guess
trademark. This license agreement was terminated in May 1997 in connection with
the sale of the wholesale operations of Guess? Italia (see also "Maco Apparel,
S.p.a." discussion below). The Company and Guess? Italia also entered into a
retail store license agreement as of January 1, 1995, whereby Guess? Italia was
granted the non-exclusive rights to operate Guess stores in Italy. Prior to the
Company's initial public offering in August 1996 (the "IPO"), Guess? Italia was
owned 79% by the Company and 21% by Marciano International, Inc. ("Marciano
International"), a company wholly-owned by the Marciano Trusts. As part of the
reorganization and in connection with the IPO, Guess? Italia became a
wholly-owned subsidiary of the Company when Marciano International was merged
with and into the Company. Gross royalties earned by the Company under such
license agreement for the fiscal year ended December 31, 1997 were $575,000.
Additionally, the Company purchased $223,000 of product from Guess? Italia and
sold $21,000 of product to Guess? Italia for resale in its retail store during
the fiscal year ended December 31, 1997.

In May 1997, the Company sold substantially all of the assets and
liabilities of Guess? Italia to Maco Apparel, S.p.a. ("Maco"). The effect of the
net asset disposal was immaterial to the Company's results of operations. In
connection with this sale, the Company also purchased a 10% ownership interest
and entered into an approximate 10-year license agreement with Maco, granting it
the rights to manufacture and distribute men's and women's apparel which bear
the Guess trademark in certain parts of Europe. In addition to royalty fees, the
Company will also receive $14.1 million over the next four years in
consideration of the grant of the license agreement. During 1997, the Company
recorded $2.6 million in revenue in connection with the grant of the license
agreement and an additional $1.0 million in royalty fees related to product
sales.

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 13.0% by the Company and 3.8%
by the trusts for the respective benefit of Paul Marciano and Armand Marciano.
With respect to Nantucket, during the fiscal year ended December 31, 1997, the
Company recorded gross royalty income of $752,000, purchased $310,000 of product
for resale in its retail stores, and recorded an equity loss of $261,000. In
December 1997, Maurice Marciano sold all of the shares of Nantucket common stock
held by his trust which collectively gave the Company and its affiliates less
than a 20% ownership in Nantucket. Accordingly, effective December 1997, the
Company no longer records equity income or losses from this investment with
respect to Nantucket. In connection with the lower aggregate percentage of
ownership in Nantucket, in December 1997 the Company changed from the equity
income method to the lower of cost or market method of valuing this investment,
which resulted in an additional $1.4 million in losses during 1997.

Effective December 1, 1989, the Company entered into a license agreement
with Strandel, Inc. ("Strandel"), granting it the rights to manufacture and
distribute in Canada men's, women's and children's

knits and woven sportswear which bear the Guess trademark. Strandel is owned 20%
by the Company. With respect to Strandel, during the fiscal year ended December
31, 1997, the Company recorded gross royalty income of $1.6 million and recorded
an equity loss of $126,000.

On July 1, 1995, the Company entered into a license agreement with Cignal
Limited, a Hong Kong company, granting it the rights to manufacture and
distribute in New Zealand, Australia, Canada and parts of Southeast Asia men's
and women's underwear, lingerie and sleepwear which bear the Guess trademark. On
January 1, 1997, the Company acquired a 50% interest in Cignal. With respect to
Cignal, during 1997, the Company recorded $58,000 of royalty income and $91,000
of equity losses.

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 net asset value of the real estate
limited partnership. During 1997, the Company recorded $26,000 of equity income
associated with the real estate limited partnership.

BUYING AGENCY AGREEMENT

In February 1996, the Company entered into a buying agency agreement with
Newtimes Guess?, Ltd. ("Newtimes"). The company owns 50% of Newtimes. Pursuant
to such agreement, the Company pays Newtimes a commission based on the cost of
finished garments purchased for the Company. Commissions earned by Newtimes from
the Company during the fiscal year ended December 31, 1997 were $1.7 million.
Additionally, with respect to Newtimes, the Company recorded $150,000 in equity
losses during 1997. In February 1998, the Company informed Newtimes that it
wished to discontinue the partnership. The Company is currently evaluating its
relationship with Newtimes and does not believe that the effect of a
discontinuation in the partnership will have a material adverse effect on the
Company's financial condition and results of operations.

LEASES

The Company leases manufacturing, warehouse and administrative facilities
from partnerships affiliated with the Marciano Trusts and certain of their
affiliates (the "Principal Stockholders"). The leases in effect at December 31,
1997 will expire in July 2008. Aggregate lease payments under leases in effect
for the fiscal year ended December 31, 1997 were $2.6 million.

Effective August 1, 1996, the Company subleased, on a month-to-month basis,
a portion of a Guess facility to Southwest Pacific Investment Company ("SWPI"),
an entity owned by the Marciano Trusts. Rental income recorded during 1997 with
respect to SWPI aggregated $125,000. The month-to-month sublease with SWPI was
terminated on December 31, 1997.

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, 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

During 1995, the Company loaned Mr. Michael Wallen, former President of
Retail Merchandising, the sum of $200,000 at an annual interest rate of 7% in
connection with certain moving expenses. This loan was scheduled to be repaid on
August 31, 1999, with interest on the loan payable in four annual installments
commencing August 31, 1996. Mr. Wallen's first interest installment, which was
due on August 31, 1996, was waived. The outstanding loan due to the Company was
fully repaid by Mr. Wallen in 1997.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company as of March 24, 1998 are
as follows:

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

Maurice Marciano................................ 49 Chairman of the Board, Chief Executive Officer and
Director
Paul Marciano................................... 45 President, Chief Operating Officer and Director
Armand Marciano................................. 53 Senior Executive Vice President, Assistant Secretary and
Director
Andrea Weiss.................................... 42 President of Retail Operations
Aldo Papone..................................... 65 Director
Robert Davis.................................... 50 Director

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.

Maurice Marciano, age 49, 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 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 term will expire at the 1999 annual
meeting of stockholders.

Armand Marciano, age 53, 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 retail and factory 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 and Secretary of the
Company since 1983. 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.

Andrea Weiss, age 42, joined Guess as President of Retail Operations for the
Company's retail and factory stores in January 1996. Ms. Weiss was Senior Vice
President and Director of Stores for Ann Taylor Stores and Ann Taylor Studio
Shoe Stores and an officer of Ann Taylor Stores Corporation from July 1992 to
February 1996. From March 1990 to July 1992, she was Director of Merchandise
Operations for the Walt Disney World Resort, a division of The Walt Disney
Company. From November 1987 to April 1990, she was Senior Vice President of
Operations for the Naragansett Clothing Company, a specialty women's apparel
retailer. Ms. Weiss sits on the board of Common Ground, a non-profit
organization.

Aldo Papone, age 65, has been a director of the Company since his
appointment to the Board 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 Company, American
Express Bank, Springs Industries, Hyperion Software, 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 term will expire at the 1999 annual
meeting of stockholders.

Robert Davis, age 50, is the former President and Chief Operating Officer of
St. John Knits. Following his resignation in April 1996, Mr. Davis has remained
active at St. John Knits and is currently a consultant to its Chairman and
Founder, Bob Gray. Mr. Davis, a director of St. John Knits since 1984, became
President of St. John Knits 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. Johns Knits 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 Annual Meeting.

COMMITTEES OF THE BOARD--BOARD MEETINGS

The Board of Directors held five meetings during 1997. During 1997, all
directors attended all of the meetings of the Board and the Board Committees on
which they serve. 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 two
members of the Audit Committee: Mr. Papone, who serves as Chairman, and Mr.
Davis. There were two meetings of the Audit Committee during 1997.

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 two
members of the Compensation Committee: Mr. Davis, who serves as Chairman, and
Mr. Papone. There were two meetings of the Compensation Committee during 1997.

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, 1995, 1996 and 1997.

SUMMARY COMPENSATION TABLE

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

Maurice Marciano 1997 $ 900,000 $ 0 $ 58,162 0 $ 1,038
Chairman of the Board 1996 1,606,539 1,681,667 152,634 0 1,154
and Chief Executive 1995 2,000,000 1,200,000 378,230 0 2,085
Officer

Paul Marciano 1997 900,000 0 104,137 0 1,038
President and Chief 1996 1,323,923 1,355,000 194,051 0 1,025
Operating Officer 1995 1,560,000 900,000 192,464 0 2,025

Armand Marciano 1997 650,000 0 13,986 0 1,125
Senior Executive 1996 746,345 1,250,833 215,888 0 990
Vice President and 1995 742,306 900,000 202,512 0 2,085
Assistant Secretary

Ken Duane (3) 1997 576,731 137,500 11,815 54,000 2,933
President of 1996 296,154 1,187,500 0 106,705 0
Worldwide Sales 1995

Andrea Weiss (4) 1997 402,692 0 12,000 50,000 2,209
President of 1996 358,084 150,000 10,385 75,000 0
Retail Operations 1995 -- -- -- -- --

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

(1) 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, $12,000 and $11,815, for transportation for Maurice
Marciano, Paul Marciano, Armand Marciano, Ken Duane and Andrea Weiss,
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.

Amounts in Other Annual Compensation for 1995 in excess of 25% of the total
indicated for such executive officer include the following: (i) $192,256,
$55,720 and $65,230 for transportation for Maurice Marciano, Paul Marciano
and Armand Marciano, respectively, and (ii) $179,000, $130,000 and $130,000
for life insurance for Maurice Marciano, Paul Marciano and Armand Marciano,
respectively.

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

(3) On January 27, 1998, the Company and Ken Duane agreed to terminate Mr.
Duane's employment relationship with the Company. In connection with the
termination, the Company paid Mr. Duane $350,000 in settlement of the
remainder of his employment agreement with the Company and Mr. Duane
surrendered 160,705 options which had previously been granted to him.

(4) Ms. Weiss was hired on February 6, 1996.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information on option grants during
the fiscal year ended December 31, 1997 to the Named Executive Officers.

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
-------------------------------------------------------- ASSUMED ANNUAL RATES
PERCENT OF OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS/ SARS EXERCISE APPRECIATION
UNDERLYING GRANTED OR FOR OPTION TERM(2)
OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#)(1) IN FISCAL 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
Ken Duane................... 54,000 N/A $ 10.50 03/03/07 356,583 903,652
Andrea Weiss................ 50,000 N/A $ 10.50 03/03/07 330,170 836,715

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

(1) All options listed were granted pursuant to the 1996 Equity Incentive Plan
with an exercise price of $10.50 per share, vest in equal percentages over a
three-year period starting January 1, 1998, and are exercisable within ten
years from the date of the grant.

(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, 1997, based upon a value of $6.875 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, 1997.

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

Maurice Marciano................................................................ 0/0 $ 0/0
Paul Marciano................................................................... 0/0 0/0
Armand Marciano................................................................. 0/0 0/0
Ken Duane....................................................................... 35,568/125,137 0/0
Andrea Weiss.................................................................... 0/125,000 0/0

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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted above, the members of the Compensation Committee during 1997 were
Mr. Davis, as Chairman, and Mr. Papone. 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 1997.

REPRICING REPORT

In August 1997, the Board of Directors re-priced options that had been
granted to primarily management employees at the time of the IPO pursuant to the
Company's 1996 Equity Incentive Plan ("the Incentive Plan"). The options
originally had an exercise price of $18.00 per share, which was equal to the
fair market value of the Common Stock at the time of grant. The exercise price
was reduced to $11.00 per share, which was above the market price of the
Company's Common Stock at the time of the repricing. The Board believes that
stock options serve their purpose as an effective compensation tool when they
provide realistic incentives related to the Company's performance and align the
interests of the optionee with the interests of the Company's stockholders, and
that the repricing was necessary to achieve these goals.

By the Board of Directors,
MAURICE MARCIANO
PAUL MARCIANO
ARMAND MARCIANO
ROBERT DAVIS
ALDO PAPONE

Pursuant to the requirements of the Securities and Exchange Commission, the
following table sets forth stock options repriced for the Named Executive
Officers.

TEN YEAR OPTION/SAR REPRICINGS

MARKET
NUMBER OF PRICE EXERCISE LENGTH
SECURITIES OF STOCK PRICE ORIGINAL
UNDERLYING AT TIME OF AT TIME OF OPTION TERM
OPTIONS/ REPRICING REPRICING REMAINING
SARS OR OR NEW AT DATE OF
REPRICED OR AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE AMENDED (#) ($) ($) PRICE ($) AMENDMENT
- ------------------------- --------- ------------ ------------- ----------- ----------- --------------

Ken Duane 8/11/97 106,705 $ 9.375 $ 18.00 $ 11.00 9 yrs. 2 days
Andrea Weiss 8/11/97 75,000 $ 9.375 $ 18.00 $ 11.00 9 yrs. 2 days

COMPENSATION COMMITTEE REPORT

The report of the Compensation Committee of the Board of Directors with
respect to compensation in fiscal 1997 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 "Bonus
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 1997 was pro forma net earnings per share equal to $1.27. The Company's
actual net earnings per share for 1997 before factoring in the one-time effect
of a change in accounting policy were $0.78 per share. Accordingly, no bonuses
were paid to the executive officers for 1997, with the exception of Ken Duane,
who was paid a guaranteed bonus amount of $137,500 provided for in his
employment agreement.

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 interest 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 1997
performance did not meet the target set for pro forma net earnings, Mr. Marciano
received no bonus for 1997. 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.

The Compensation Committee is pleased to submit this report to the
stockholders with regards to the above matters.

By the Compensation Committee,

ROBERT DAVIS
ALDO PAPONE

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, 1997
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 $100 $100
12/31/96 79.86 111.79 116.18
12/31/97 38.19 146.46 124.97

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

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, 1997, or
written representations from certain reporting persons that no Form 5 were
required to be filed by those persons, the Company believes that during the
period ended December 31, 1997, all filing requirements were complied with by
its executive officers, directors and beneficial owners of more than ten percent
of the Company's stock.

STOCKHOLDERS' PROPOSALS.

Proposals of stockholders intended to be presented at the 1999 annual
meeting of stockholders must be received by the Company, marked to the attention
of the Secretary, no earlier than February 17, 1999 and no later than March 19,
1999. 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) Glenn A. Weinman and Terence Tsang 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, 1998 at the Annual Meeting of Shareholders to be
held on May 18, 1998 at 10 a.m., PST, or any adjournments or postponements
thereof, at the Marriott's Desert Springs Resort and Spa, 74855 Country Club
Drive, Palm Desert, California 92260, 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.
1998 Annual Meeting of Stockholders
May 18, 1998
Marriott's Desert Springs Resort and Spa
74855 Country Club Drive
Palm Desert, California 92260
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 shareholder, and one guest to attend the 1998
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 MARRIOTT'S DESERT SPRINGS RESORT AND SPA

From LAX Airport: Exit airport to I-105 East, I-105 East to I-605 North, then
to I-10 East.

From Ontario Airport: Exit airport to I-10 East.

From I-10 East: 75 miles from Ontario Airport, Exit Cook Street, Right on Cook
to Country Club Drive. Right on Country Club, follow to hotel entrance on left.

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 DIRECTORS (TERMS EXPIRING IN 2001)

Nominees: Paul Marciano and Robert Davis

/ /FOR / /WITHHOLD

/ / ___________________________________________
For both nominees except as noted above

(2) TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE 1998 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

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 PEAT MARWICK 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:___