LOS ANGELES, Jan. 13 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES) today announced that the Company has filed a Form S-3 shelf registration statement with the Securities and Exchange Commission ("SEC"), which covers the offer of up to 5,700,000 shares of the Company's common stock, including up to 2,900,000 shares held by Maurice Marciano and up to 2,800,000 shares held by Paul Marciano. Messrs. Marciano are the Company's Co-Chief Executive Officers, Co-Chairmen and majority shareholders. The offering will not increase the number of the Company's outstanding shares or dilute ownership of the Company's existing shareholders. The Company will not receive any proceeds from any sale of shares by the selling shareholders.
Messrs. Marciano have informed the Company that the purpose of this offering is for investment portfolio diversification as well as to increase the availability of the Company's common stock. The shares may be sold from time to time after the registration statement becomes effective and in compliance with the Company's securities trading policies.
Currently, Maurice Marciano owns 16.7 million shares of the Company's common stock and Paul Marciano owns 12.9 million shares, representing combined holdings of 67.9% of the Company's common stock. If all of the registered shares were sold under this offering, their combined holdings would be reduced to approximately 24 million shares, or approximately 54.9% of the Company's common stock.
A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. When available, a written prospectus meeting the requirements of Section 10 of the Securities Act may be obtained from the Company by writing to: Chief Financial Officer, Guess?, Inc., 1444 South Alameda St., Los Angeles CA 90021.
Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, accessories and related consumer products.
Except for historical information contained herein, certain matters discussed in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods and other future events to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ from current expectations include, among other things, the continued availability of sufficient working capital, the successful integration of new stores into existing operations, the continued desirability and customer acceptance of existing and future product lines (including licensed product lines), possible cancellations of wholesale orders, the success of competitive products, and the availability of adequate sources of capital. In addition to these factors, the economic and other factors identified in the Company's most recent annual report on Form 10-K for the fiscal year ended December 31, 2002 including but not limited to the risk factors discussed therein, could affect the forward-looking statements contained herein and in the Company's other public documents.
For further information, please contact Carlos Alberini, President & Chief Operating Officer, +1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer, +1-213-765-3504, both of Guess?, Inc.; or Molly Morse of Kekst and Company, +1-212-521-4800, for Guess?, Inc.
SOURCE Guess?, Inc.
-0- 01/13/2004
/CONTACT: Carlos Alberini, President & Chief Operating Officer,
+1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer,
+1-213-765-3504, both of Guess?, Inc.; or Molly Morse of Kekst and Company,
+1-212-521-4800, for Guess?, Inc./
(GES)
CO: Guess?, Inc.
ST: California
IN: FAS REA HOU
SU:
AC-AP
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9571 01/13/2004 17:55 EST http://www.prnewswire.com