View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NANTUCKET INDUSTRIES, INC.
--------------------------
(Name of Issuer)
Common Stock, $.10 par value per share
---------------------------------------
(Title of Class of Securities)
630183 10 1
-----------------------------------
(CUSIP Number of Class of Securities)
Glenn Weinman, Esq.
Guess ?, Inc.
1444 South Alameda Street
Los Angeles, California 90021
(213) 765-3100
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Jeffrey H. Cohen, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
December 5, 1997
----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of
Rule 13d-1(b)(3) or (4), check the following: ___
/__/
Check the following box if a fee is being paid with this Statement:
___
/__/
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GUESS ?, Inc.
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
__
(a) /X/
__
(b) /_/
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/__/
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 422,835
:-------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : -0-
PERSON WITH :-------------------------------
: (9) SOLE DISPOSITIVE
: 422,835
:-------------------------------
:(10) SHARED DISPOSITIVE
: -0-
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,835
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* /X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.1%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------------------------------------------
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Maurice Marciano
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
__
(a)/X /
__
(b)/__/
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 74,666
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 422,835
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: 74,666
:--------------------------------
:(10) SHARED DISPOSITIVE
: 422,835
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497,501
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* /X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.4%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------------------------------------------
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Maurice Marciano Trust (1995 Restatement), formerly known as the Maurice
Marciano Trust Under Trust Dated 2/24/86
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
__-
(a)/X/
__
(b)/__/
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
O.O.
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 74,666
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 422,835
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: 74,666
:--------------------------------
:(10) SHARED DISPOSITIVE
: 422,835
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497,501
- ---------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ____
EXCLUDES CERTAIN SHARES* / X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.4%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------------------------------------------
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Maurice Marciano 1990 Children's Trust
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/X /
___
(b)/ /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: -0-
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : -0-
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: -0-
:--------------------------------
:(10) SHARED DISPOSITIVE
: -0-
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* / /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joelle Bercovitch
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a)/ X /
____
(b)/ /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: -0-
:---------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : -0-
PERSON WITH :---------------------------------
: (9) SOLE DISPOSITIVE
: -0-
:---------------------------------
:(10) SHARED DISPOSITIVE
: -0-
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ____
EXCLUDES CERTAIN SHARES* / /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Paul Marciano Trust Under Trust Dated 2/20/86
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/X /
___
(b)/ /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 89,166
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 422,835
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: 89,166
:--------------------------------
:(10) SHARED DISPOSITIVE
: 422,835
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,001
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* /X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.8%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul Marciano
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/X /
___
(b)/ /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 89,166
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 422,835
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: 89,166
:--------------------------------
:(10) SHARED DISPOSITIVE
: 422,835
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,001
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* /X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.8%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Armand Marciano Trust Under Trust Dated 2/20/86
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/X /
___
(b)/ /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 32,833
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 422,835
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: 32,833
:--------------------------------
:(10) SHARED DISPOSITIVE
: 422,835
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
455,668
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ___
EXCLUDES CERTAIN SHARES* /X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.1%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 630183 10 1 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Armand Marciano
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
___
(a)/X /
___
(b)/ /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
/ /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 32,833
:--------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING : 422,835
PERSON WITH :--------------------------------
: (9) SOLE DISPOSITIVE
: 32,833
:-------------------------------
:(10) SHARED DISPOSITIVE
: 422,835
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
455,668
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ____
EXCLUDES CERTAIN SHARES* / X /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.1%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 (the "Amendment No. 3") amends and
restates the Statement on Schedule 13D (the "Schedule 13D"), dated August
19, 1994, as amended and supplemented by Amendment No. 1 to the Schedule
13D, dated November 3, 1994 and Amendment No. 2 to the Schedule 13D,
dated December 9, 1994, relating to the common stock, par value $.10 per
share (the "Common Stock" or the "Shares"), issued by Nantucket
Industries, Inc., a Delaware corporation (the "Company"), and is being
filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934,
as amended (the "Act").
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Guess ?, Inc. ("Guess"),
the Maurice Marciano Trust (1995 Restatement) (the "Maurice Marciano
Trust") formerly known as the Maurice Marciano Trust Under Trust Dated
2/24/86, Maurice Marciano, the Maurice Marciano 1990 Children's Trust
(the "Children's Trust"), Joelle Bercovitch, the Paul Marciano Trust
Under Trust Dated 2/20/86 (the "Paul Marciano Trust"), Paul Marciano, the
Armand Marciano Trust Under Trust Dated 2/20/86 (the "Armand Marciano
Trust") and Armand Marciano (collectively, the "Reporting Persons"). The
Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended (the "Act").
(b) The business address of each of Guess, Maurice Marciano,
Paul Marciano, the Armand Marciano Trust and Armand Marciano is 1444
South Alameda Street, Los Angeles, California 90021. The business address
of each of the Maurice Marciano Trust, the Paul Marciano Trust, the
Children's Trust and Joelle Bercovitch is 9465 Wilshire Blvd., Suite 400,
Beverly Hills, California 90212.
(c) Guess is a Delaware corporation. Guess's principal
business is the manufacture and sale of men's and women's clothing. The
executive officers and directors of Guess are set forth on Schedule A
attached hereto.
The Maurice Marciano Trust is a revocable trust created under
the laws of the state of California on February 24, 1986 and amended and
restated on November 8, 1995. The Maurice Marciano Trust makes
investments with funds obtained from the corpus of the trust. Maurice
Marciano is the sole trustee of the Maurice Marciano Trust. Maurice
Marciano's present principal occupation is that of Chief Executive
Officer and a director of Guess.
The Children's Trust is an irrevocable trust created under
the laws of the state of California on August 9, 1990. The Children's
Trust makes investments with funds obtained from the corpus of the trust.
Joelle Bercovitch is the sole trustee of the Children's Trust. Joelle
Bercovitch's present principal occupation is that of shoe designer at
Charles David of California.
The Paul Marciano Trust is a revocable trust created under
the laws of the state of California on February 20, 1986. The Paul
Marciano Trust makes investments with funds obtained from the corpus of
the trust. Paul Marciano is the sole trustee of the Paul Marciano Trust.
Paul Marciano's present principal occupation is that of President, Chief
Operating Officer and a director of Guess.
The Armand Marciano Trust is a revocable trust created under
the laws of the state of California on February 20, 1986. The Armand
Marciano Trust makes investments with funds obtained from the corpus of
the trust. Armand Marciano is the sole trustee of the Armand Marciano
Trust. Armand Marciano's present principal occupation is that of Senior
Executive Vice President, Secretary and a director of Guess.
(d) None of the Reporting Persons and, to the best knowledge
of the Reporting Persons, none of the executive officers, directors or
controlling persons of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons and, to the best knowledge
of the Reporting Persons, none of the executive officers, directors or
controlling persons of the Reporting Persons has, during the last five
years, been a party to a civil proceeding or subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
maintaining activities subject to, Federal or state securities laws or
finding any violation with respect to such laws.
(f) Guess is organized under the laws of the State of
Delaware. Each of the Maurice Marciano Trust, the Children's Trust, the
Paul Marciano Trust and the Armand Marciano Trust was established under
the laws of the state of California. Each of Maurice Marciano, Paul
Marciano and Armand Marciano is a citizen of France. Joelle Bercovitch is
a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds required by Guess to purchase
the 422,835 Shares owned directly by it was $2,478,460. The funds used to
purchase such Shares were obtained from working capital.
The aggregate amount of funds required by the Paul Marciano
Trust to purchase the 89,166 Shares owned directly by it was $534,996.
The funds used to purchase such Shares were obtained from trust funds.
The aggregate amount of funds required by the Armand Marciano
Trust to purchase the 32,833 Shares owned directly by it was $196,998.
The funds used to purchase such Shares were obtained from trust funds.
The aggregate amount of funds required by the Maurice
Marciano Trust to purchase the 74,666 Shares owned directly by it was
$435,997. The funds used to purchase such Shares were obtained from trust
funds.
ITEM 4. PURPOSE OF TRANSACTION
On August 18, 1994, Guess, the Children's Trust, the Paul
Marciano Trust and the Armand Marciano Trust (collectively, the
"Investors") executed a Common Stock Purchase Agreement (the
"Agreement"), dated as of August 18, 1994, between the Investors, the
Company and the Samberg Group, L.L.C. (the "Samberg Group"), described
below and in Item 6, with respect to the acquisition of 490,000 Shares,
323,335 by Guess, 74,666 by the Children's Trust, 59,166 by the Paul
Marciano Trust and 32,833 by the Armand Marciano Trust. The acquisition
of such Shares, at a price of $6.00 per Share, closed on August 19, 1994.
Prior to the acquisition of Shares pursuant to the Agreement, the Maurice
Marciano Trust owned 70,000 Shares, the Paul Marciano Trust owned 40,400
Shares and the Armand Marciano Trust owned 10,000 Shares, all of which
were acquired in open market transactions.
Due to the size of the investment made by the Investors in
the Company, the Investors negotiated a provision in the Agreement
prohibiting (for a period of up to five years from the date of the
Agreement) the Company from issuing any shares of capital stock of the
Company or any securities exchangeable for or convertible into shares of
capital stock of the Company, with certain limited exceptions, without
first offering the Investors the right to purchase that number of
securities so offered, at the price so offered, such that the Investors
would own, following such transaction, the same percentage of outstanding
Common Stock and the same percentage of total voting power of capital
stock of the Company as they owned before such transaction. This
provision was included to prevent the dilution of the investment by the
Investors in the Company, except in certain circumstances.
The Investors agreed with the Company in the Agreement that,
for a period of one year after the date of the Agreement, the Investors
would not, and will cause each of their affiliates not to, directly or
indirectly, solicit, seek or offer to effect, negotiate with or provide
any information to any person with respect to, or make any statement or
proposal to, any shareholder or security holder of the Company or
otherwise make any public announcement or proposal or offer whatsoever
with respect to, any form of business combination, merger, consolidation,
tender or exchange offer, or sale or purchase of substantially all of its
assets or voting securities or liquidation or dissolution of the Company.
During this same period the Investors agreed not to, and to cause each of
their affiliates not to, participate in a proxy solicitation, election
contest or the formation of any group which owns or seeks or offers to
acquire beneficial ownership of securities of the Company or any assets
of the Company.
For a period of six months after the closing date (August 19,
1994), the Investors agreed not to dispose of the Shares acquired under
the Agreement, without the prior written consent of the Company, except
in certain limited instances.
For the eighteen (18) month period commencing on the closing
date, the Investors agreed not to, and to cause their affiliates not to,
acquire or enter into any agreement to acquire any voting capital stock
of the Company or any securities exchangeable for or convertible into
such securities if, as a result of such acquisition, the Investors and
their affiliates would have owned in the aggregate in excess of thirty
percent (30%) of the Company's outstanding capital stock or in excess of
30% of the total voting power of all outstanding shares of capital stock
of the Company, except in connection with a transaction described in the
second paragraph of this Item 4. During the same period, the Investors
agreed to vote, and to cause their affiliates to vote, for the election
of directors of the Company such that the percentage of the members of
the board of directors of the Company which constituted Continuing
Directors was not less than the percentage of the aggregate voting power
of the capital stock of the Company held by persons other than the
Investors and their affiliates. "Continuing Directors" are those
directors who either were members of the board of directors of the
Company on the date of the Agreement or were recommended or approved by a
majority of the Continuing Directors then on the board.
For so long as the Investors or their affiliates own in the
aggregate in excess of twenty percent (20%) of the total voting power of
all outstanding shares of the Company's capital stock, the Agreement
requires that transactions between the Company and the Investors or their
affiliates (other than certain transactions in the ordinary course of
business) be approved by a majority of the Continuing Directors.
The Investors designated Roger Williams, the Executive Vice
President and Chief Financial Officer of Guess, to serve on the Company's
Board of Directors, and he was elected to the board and served until his
resignation in July 1997. The Investors have not appointed a successor to
Mr. Williams. The Agreement requires the Company and the Samberg Group to
each use its best efforts to cause one individual designated collectively
by the Investors to be elected to the Company's Board of Directors at
future annual meetings of the Company so long as the Investors and their
affiliates beneficially own in the aggregate at least the lesser of
490,000 shares of Common Stock or 15% of the outstanding Common Stock
(the lesser of such two amounts, the "Threshold Amount").
Each of the Reporting Persons holds Shares for purposes of
investment. Depending upon their evaluations of the Company's business
and prospects, future development, market conditions and other factors,
and subject to contractual restrictions described above and in Item 6
below, each Reporting Person may, from time to time, purchase additional
Shares, resell all or cause to be sold all or a portion of the Shares
over which such Reporting Person exercises voting and dispositive power,
either in open market or privately negotiated transactions or otherwise.
On April 10, 1997, in response to a demand registration requested by the
Investors, the Securities and Exchange Commission declared effective a
shelf registration statement filed by the Company which included 323,335
Shares owned by Guess, 59,166 Shares owned by the Paul Marciano Trust,
74,666 Shares owned by the Maurice Marciano Trust and 32,833 Shares owned
by the Armand Marciano Trust.
The above discussion is qualified in its entirety by
reference to the Agreement. A copy of the Agreement was attached to the
Statement on Schedule 13D as Exhibit 2 and is incorporated herein by
reference. Except as set forth above, the Reporting Persons have no plans
or proposals which relate to Items 4(a) thru (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Guess is the beneficial owner of the 422,835 Shares owned
by it, or approximately 13.1% of the Shares outstanding.
In March and May of 1996 the Children's Trust transferred all
of the 74,666 Shares owned by it to the Maurice Marciano Trust. Thus,
Joelle Bercovitch, formerly the sole trustee of the Children's Trust, and
the Children's Trust ceased to be Reporting Persons as of May 23, 1996.
The Maurice Marciano Trust is the beneficial owner of the
74,666 Shares owned by it, or approximately 2.3% of the Shares
outstanding. By virtue of being a principal stockholder of Guess, for the
purposes of Section 13(d) of the Act, the Maurice Marciano Trust may be
deemed to indirectly beneficially own the 422,835 Shares owned by Guess,
or approximately 13.1% of the Shares outstanding for a total beneficial
ownership of 497,501 Shares or approximately 15.4% of the Shares
outstanding. Maurice Marciano is the sole trustee of the Maurice Marciano
Trust, and consequently may be deemed the indirect beneficial owner of
the 497,501 Shares owned by, or attributed to, such trust, or
approximately 15.4% of the Shares outstanding.
The Paul Marciano Trust is the beneficial owner of the 89,166
Shares owned by it, or approximately 2.8% of the Shares outstanding. By
virtue of being a principal stockholder of Guess, for the purposes of
Section 13(d) of the Act, the Paul Marciano Trust may also be deemed to
indirectly beneficially own the 422,835 Shares owned by Guess, or
approximately 13.1% of the Shares outstanding, for a total beneficial
ownership of 512,001 Shares or approximately 15.8% of the Shares
outstanding. Paul Marciano is the sole trustee of the Paul Marciano Trust
and consequently may be deemed the indirect beneficial owner of the
512,001 Shares owned by, or attributed to, such trust, or approximately
15.8% of the Shares outstanding.
The Armand Marciano Trust is the beneficial owner of the
32,833 Shares owned by it, or approximately 1.0% of the Shares
outstanding. By virtue of being a principal stockholder of Guess, for the
purposes of Section 13(d) of the Act, the Armand Marciano Trust may be
deemed to indirectly beneficially own the 422,835 Shares owned by Guess,
or approximately 13.1% of the Shares outstanding, for a total beneficial
ownership of 455,668 Shares, or approximately 14.1% of the Shares
outstanding. Armand Marciano is the sole trustee of the Armand Marciano
Trust and consequently may be deemed the indirect beneficial owner of the
455,668 Shares owned by, or attributed to, such trust, or approximately
14.1% of the Shares outstanding.
The Reporting Persons, in the aggregate, beneficially own
619,500 Shares, or approximately 19.1% of the Shares outstanding. Each of
the Reporting Persons disclaims beneficial ownership with respect to any
portion of such 619,500 Shares not described above as being beneficially
owned by it. The percentage of Shares outstanding reported as
beneficially owned by each Reporting Person herein on the date hereof is
based upon the 3,238,796 Shares outstanding as reported in the Company's
Quarterly Report on Form 10-Q for the period ended August 30, 1997.
(b) Guess has sole voting and dispositive power with respect
to the 422,835 Shares owned by it. By virtue of being principal
stockholders of Guess, for the purposes of Section 13(d) of the Act, each
of the Maurice Marciano Trust, the Paul Marciano Trust and the Armand
Marciano Trust may be deemed to share voting and dispositive power with
respect to the 422,835 Shares owned by Guess. By virtue of being the sole
trustees, respectively, of the Maurice Marciano Trust, the Paul Marciano
Trust and the Armand Marciano Trust, each of Maurice Marciano, Paul
Marciano, and Armand Marciano may also be deemed to share voting and
dispositive power with respect to the 422,835 Shares owned by Guess.
The Maurice Marciano Trust has sole voting and dispositive
power with respect to the 74,666 Shares owned by it, and Maurice
Marciano, as sole trustee of such trust, may be deemed to have sole
voting and dispositive power with respect to such shares.
The Paul Marciano Trust has sole voting and dispositive power
with respect to the 89,166 Shares owned by it, and Paul Marciano, as sole
trustee of such trust, may be deemed to have sole voting and dispositive
power with respect to such shares.
The Armand Marciano Trust has sole voting and dispositive
power with respect to the 32,833 Shares directly owned by it, and Armand
Marciano, as sole trustee of such trust, may be deemed to have sole
voting and dispositive power with respect to such shares.
(c) On December 5, 1997, the Maurice Marciano Trust sold, in
open market transactions, 21,800 Shares at an average price of $0.28 per
Share (exclusive of commissions). On December 8, 1994, the Maurice
Marciano Trust, in open market transactions, 8,200 Shares at an average
price of $0.31 per Share (exclusive of commissions). On December 12, 1997
the Maurice Marciano Trust sold, in open market transactions, 21,000
Shares at an average price of $0.27 (exclusive of commissions). Except as
set forth in the preceding sentences, no transactions in Shares were
effected in the past 60 days by the Reporting Persons or, to the best
knowledge of the Reporting Persons, any of the executive officers,
directors or controlling persons of the Reporting Persons.
(d) Not applicable.
(e) In March and May of 1996 the Children's Trust transferred
all of the 74,666 Shares owned by it to the Maurice Marciano Trust. Thus,
Joelle Bercovitch, the sole trustee of the Children's Trust, and the
Children's Trust ceased to be Reporting Persons as of May 23, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Investors, the Company and the Samberg Group, L.L.C.
entered into the Agreement on August 18, 1994 pursuant to which the
Company agreed to sell to Guess, the Children's Trust, the Paul Marciano
Trust and the Armand Marciano Trust 490,000 Shares. The acquisition of
such Shares closed on August 19, 1994.
The Agreement prohibits the Company (for a period of up to
five years from the date of the Agreement) from issuing any shares of
capital stock of the Company or any securities exchangeable for or
convertible into shares of capital stock of the Company, with certain
limited exceptions, without first offering the Investors the right to
purchase that number of securities so offered, at the price so offered,
such that the Investors would own, following such transaction, the same
percentage of outstanding Common Stock and the same percentage of total
voting power of capital stock of the Company as they owned before such
transaction. This provision was included to prevent the dilution of the
investment by the Investors in the Company, except in certain
circumstances.
For the eighteen (18) month period commencing on the closing
date, the Investors agreed not to, and to cause their affiliates not to,
acquire or enter into any agreement to acquire any voting capital stock
of the Company or any securities exchangeable for or convertible into
such securities if, as a result of such acquisition, the Investors and
their affiliates would own in the aggregate in excess of thirty percent
(30%) of the Company's outstanding capital stock or in excess of 30% of
the total voting power of all outstanding shares of capital stock of the
Company, except in connection with a transaction described in the second
paragraph of Item 4. During the same period, the Investors agreed to
vote, and to cause their affiliates to vote, for the election of
directors of the Company such that the percentage of the members of the
board of directors of the Company which constitute Continuing Directors
was not less than the percentage of the aggregate voting power of the
capital stock of the Company held by persons other than the Investors and
their affiliates.
For so long as the Investors or their affiliates own in the
aggregate in excess of twenty percent (20%) of the total voting power of
all outstanding shares of the Company's capital stock, the Agreement
requires that transactions between the Company and the Investors or their
affiliates (other than certain transactions in the ordinary course of
business) be approved by a majority of the Continuing Directors.
The Investors have designated Roger Williams, the Executive
Vice President and Chief Financial Officer of Guess, to serve on the
Company's Board of Directors, and he was elected to the board and served
until his resignation in July 1997. The Investors have not appointed a
successor to Mr. Williams. The Agreement requires the Company and the
Samberg Group to each use its best efforts to cause one individual
designated collectively by the Investors to be elected to the Company's
Board of Directors at future annual meetings of the Company so long as
the Investors and their affiliates beneficially own in the aggregate at
least the Threshold Amount.
For a period of one year after the date of the Agreement, the
Investors agreed not to, and agreed to cause each of their affiliates not
to, directly or indirectly, solicit, seek or offer to effect, negotiate
with or provide any information to any person with respect to, or make
any statement or proposal to, any shareholder or security holder of the
Company or otherwise make any public announcement or proposal or offer
whatsoever with respect to, any form of business combination, merger,
consolidation, tender or exchange offer, or sale or purchase of
substantially all of its assets or voting securities or liquidation or
dissolution of the Company. During this same period the Investors agreed
not to, and to cause each of their affiliates not to, participate in a
proxy solicitation, election contest or the formation of any group which
owns or seeks or offers to acquire beneficial ownership of securities of
the Company or any assets of the Company.
For a period of six months after the closing date, the
Investors agreed not to dispose of the Shares acquired under the
Agreement without the prior written consent of the Company, except in
certain limited instances.
The Agreement grants the Investors certain registration
rights with respect to the Shares acquired pursuant to the Agreement. On
April 10, 1997, in response to a demand registration requested by the
Investors, the Company filed a shelf registration statement which
included 323,335 Shares owned by Guess, 59,166 Shares owned by the Paul
Marciano
The above discussion is qualified in its entirety by
reference to the Agreement. A copy of the Agreement was attached to the
Statement on Schedule 13D as Exhibit 2 and is incorporated herein by
reference.
Except as set forth above, none of the Reporting Persons and,
to the best knowledge of the Reporting Persons, none of the executive
officers, directors, or controlling persons of the Reporting Persons has
any contract, arrangement, understanding, or relationship (legal or
otherwise) with any person with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement (incorporated by
reference from the Statement on Schedule 13D)
Exhibit 2 Common Stock Purchase Agreement, dated
August 18, 1994 (incorporated by reference
from the Statement on Schedule 13D)
Exhibit 3 Joint Filing Agreement (incorporated by
reference from the Statement on Schedule 13D)
Exhibit 4 Joint Filing Agreement (incorporated by
reference from the Statement on Schedule 13D)
Exhibit 5 Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
Dated: December 16, 1997
GUESS ?, INC.
By: /S/ GLENN WEINMAN
Name: Glenn Weinman
Title: Corporate Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
Dated: December 16, 1997
MAURICE MARCIANO TRUST
By: /s/ MAURICE MARCIANO
Maurice Marciano, as Trustee of the
Maurice Marciano Trust (1995 Restatement)
/s/ MAURICE MARCIANO
MAURICE MARCIANO
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
Dated: December 16, 1997
MAURICE MARCIANO 1990
CHILDREN'S TRUST
By: /s/ JOELLE BERCOVITCH
Joelle Bercovitch, as Trustee of the
Maurice Marciano 1990 Children's Trust
/s/ JOELLE BERCOVITCH
JOELLE BERCOVITCH
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
Dated: December 16, 1997
PAUL MARCIANO TRUST
By: /s/ PAUL MARCIANO
Paul Marciano, as Trustee of the Paul
Marciano Trust Under Trust Dated
2/20/86
/s/ PAUL MARCIANO
PAUL MARCIANO
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
Dated: December 16, 1997
ARMAND MARCIANO TRUST
By: /s/ ARMAND MARCIANO
Armand Marciano, as Trustee of the Armand
Marciano Trust Under Trust
Dated 2/20/86
/s/ ARMAND MARCIANO
ARMAND MARCIANO
Schedule A
Executive Officers and Directors
of
Guess ?, Inc.
The names of the Directors and the names and titles of the
Executive Officers of Guess ?, Inc. ("Guess") and their business
addresses and principal occupations are set forth below. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers
to Guess and each individual is a United States citizen.
Name Business Address Present Principal
Occupation
Maurice Marciano 1444 S. Alameda Street Chairman of the Board,
Los Angeles, CA 90021 Chief Executive Officer
and Director (Principal
Executive Officer)
(French citizen)
Paul Marciano 1444 S. Alameda Street President, Chief
Los Angeles, CA 90021 Operating Officer and
Director (French citizen)
Armand Marciano 1444 S. Alameda Street Senior Executive Vice
Los Angeles, CA 90021 President, Secretary and
Director (French citizen)
Andrea Weiss 1444 S. Alameda Street President, Retail
Los Angeles, CA 90021 Division
Aldo Papone American Express Director
200 Vesey Street
50th Floor
New York, NY 10285
Robert C. Davis St. Johns Knits Director
17422 Derian Avenue
Irvine, CA 92612
Terence Tsang 1444 S. Alameda Street Principal Financial and
Los Angeles, CA 90021 Accounting Officer
Ken Duane 1444 S. Alameda Street President, Worldwide
Los Angeles, CA 90021 Sales
EXHIBIT INDEX
Page No.
Exhibit 5 Joint Filing Agreement among the Reporting Persons 28
pursuant to Rule 13d-1(f)(1)(iii)
Exhibit 5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, each of the persons named below agrees
to the joint filing on behalf of each of them of a Statement on Schedule
13D (including amendments thereto) with respect to the common stock, $.10
par value per share, of Nantucket Industries, Inc., a Delaware
corporation, and further agrees that this Joint Filing Agreement be
included as an exhibit to such filings provided that, as contemplated by
Section 13d-1(f)(1)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one
and the same instrument.
Dated:
GUESS ?, INC. PAUL MARCIANO TRUST
By: /S/ PAUL MARCIANO
By: /S/ GLENN WEINMAN Paul Marciano, as Trustee of the
Name: Glenn Weinman Paul Marciano Trust Under Trust
Title: Corporate Secretary Dated 2/20/86
MAURICE MARCIANO TRUST /S/ PAUL MARCIANO
PAUL MARCIANO
By: /S/ MAURICE MARCIANO ARMAND MARCIANO TRUST
Maurice Marciano, as Trustee
of the Maurice Marciano Trust By: /S/ ARMAND MARCIANO
(1995 Restatement) Armand Marciano, as Trustee
of the Armand Marciano Trust
Under Trust
Dated 2/20/86
/S/ MAURICE MARCIANO /S/ ARMAND MARCIANO
MAURICE MARCIANO ARMAND MARCIANO
MAURICE MARCIANO 1990
CHILDREN'S TRUST
/S/ JOELLE BERCOVITCH By: /S/ JOELLE BERCOVITCH
JOELLE BERCOVITCH Joelle Bercovitch, as Trustee
of the Maurice Marciano 1990
Children's Trust