View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(B),(C) AND (D)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B)
Guess?, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
401617 10 5
(CUSIP Number)
May 12, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
Page 1 of 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Marciano
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
- -------------------------------------------------------------------------------
(a) [ ] (b) [ X ]
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
- -------------------------------------------------------------------------------
United States of America
------------------------------------------------------------
5. SOLE VOTING POWER
13,049,298
------------------------------------------------------------
------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 140,870
EACH
------------------------------------------------------------
------------------------------------------------------------
REPORTING PERSON 7. SOLE DISPOSITIVE POWER
WITH
13,049,298
------------------------------------------------------------
------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
140,870
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -------------------------------------------------------------------------------
13,190,168
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- -------------------------------------------------------------------------------
30.6%
12. TYPE OF REPORTING PERSON
- -------------------------------------------------------------------------------
IN
- -------------------------------------------------------------------------------
Page 2 of 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary W. Hampar
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
- -------------------------------------------------------------------------------
(a) [ ] (b) [ X ]
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
- -------------------------------------------------------------------------------
United States of America
------------------------------------------------------------
5. SOLE VOTING POWER
0
------------------------------------------------------------
------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 140,870
EACH
------------------------------------------------------------
------------------------------------------------------------
REPORTING PERSON 7. SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------------------
------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
140,870
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -------------------------------------------------------------------------------
140,870
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
[ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- -------------------------------------------------------------------------------
0.3%
12. TYPE OF REPORTING PERSON
- -------------------------------------------------------------------------------
IN
- --------------------------------------------------------------------------------
Page 3 of 9
Paul Marciano and Gary W. Hampar (collectively, the "Reporting Persons")
originally filed a statement on Schedule 13G dated February 14, 1997 (as
amended, the "Original 13G") jointly with Maurice Marciano and Armand Marciano
to report their ownership of equity securities relating to shares of the common
stock, $.01 par value per share (the "Common Stock"), of Guess ?, Inc., a
Delaware corporation (the "Issuer").
On March 24, 2003, the Reporting Persons filed a statement on Schedule 13D
(No. 005-50255) (the "Previous 13D") jointly with Maurice Marciano and Armand
Marciano to report Maurice Marciano's acquisition of greater than two per centum
of the Common Stock during the preceding twelve months.
The Reporting Persons filed the Original 13G and the Previous 13D because,
as parties to the Amended and Restated Shareholders' Agreement, dated as of
August 8, 1996 (the "Shareholders' Agreement"), with Maurice Marciano and Armand
Marciano, the Reporting Persons could have been deemed to be part of a group
with Maurice Marciano and Armand Marciano. While the Reporting Persons continue
to disclaim that they have ever formed or been part of a group among themselves
or among the other parties to the Shareholders' Agreement, they have elected to
file a statement on Schedule 13G together, without Maurice Marciano and Armand
Marciano, because (a) the Reporting Persons have not acquired two per centum or
more of the Common Stock during any twelve month period since the Issuer's
initial public offering and (b) the Shareholders' Agreement was terminated by
the parties on May 12, 2003.
Item 1(a) Name of Issuer:
Guess?, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1444 South Alameda Street
Los Angeles, California 90021.
Item 2(a) Name of Person Filing:
This Statement is being filed by Paul Marciano ("Mr. Marciano") and Gary
W. Hampar ("Mr. Hampar"), who are sometimes collectively referred to as
the "Reporting Persons." The Reporting Persons disclaim that they have
ever formed or been part of a group among themselves or among the other
parties to the Shareholders' Agreement.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address and principal business office of Mr. Marciano is 1444 South
Alameda Street, Los Angeles, California 90021. The address of the
principal business office of Mr. Hampar is 9701 Wilshire Boulevard, Suite
1106, Beverly Hills, California 90212.
Item 2(c) Citizenship:
The Reporting Persons are both citizens of the United States of America.
Page 4 of 9
Item 2(d) Title of Class of Securities:
This Schedule 13G refers to the common stock, par value $0.01 per share,
of the Issuer.
Item 2(e) CUSIP Number:
401617 10 5
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b)
or (c), check whether the person filing is a:
Not applicable
Item 4 Ownership:
(a) Amount Beneficially Owned:
Mr. Marciano beneficially owns 13,190,168 shares of Common Stock as
follows: 13,049,298 shares held indirectly as sole trustee of the Paul
Marciano Trust, dated 2/20/86 (the "Paul Marciano Trust") and 140,870
shares held indirectly as co-trustee of the Maurice Marciano 2001
Children's Trust (formerly the Maurice Marciano 1996 Grantor Retained
Annuity Trust).
Mr. Hampar beneficially owns 140,870 shares of Common Stock held
indirectly as co-trustee of the Maurice Marciano 2001 Children's Trust
(formerly the Maurice Marciano 1996 Grantor Retained Annuity Trust).
(b) Percent of Class:
The 13,190,168 shares beneficially owned by Mr. Marciano represent 30.6%
of the outstanding shares of the Common Stock. The 140,870 shares
beneficially owned by Mr. Hampar represent 0.3% of the outstanding shares
of the Common Stock.
Percentage ownership of the Common Stock is based on 43,141,025 shares of
Common Stock, which represents the number of outstanding shares of Common
Stock as of May 28, 2003, as confirmed by the Issuer.
(c) Number of shares as to which such person has:
Mr. Marciano has (i) sole voting power with respect to 13,049,298 shares
held indirectly as sole trustee of the Paul Marciano Trust; (ii) shared
voting power with respect to 140,870 shares held indirectly as co-trustee
of the Maurice Marciano 2001 Children's Trust (formerly the Maurice
Marciano 1996 Grantor Retained Annuity Trust); (iii) sole dispositive
power with respect to 13,049,298 shares held indirectly as sole trustee of
the Paul Marciano Trust; and (iv) shared dispositive power with respect to
140,870 shares held indirectly as co-trustee of the Maurice Marciano 2001
Children's Trust (formerly the Maurice Marciano 1996 Grantor Retained
Annuity Trust).
Page 5 of 9
Mr. Hampar has (i) no sole voting power with respect to any shares; (ii)
shared voting power with respect to 140,870 shares held indirectly as
co-trustee of the Maurice Marciano 2001 Children's Trust (formerly the
Maurice Marciano 1996 Grantor Retained Annuity Trust); (iii) no sole
dispositive power with respect to any shares; and (iv) shared dispositive
power with respect to 140,870 shares held indirectly as co-trustee of the
Maurice Marciano 2001 Children's Trust (formerly the Maurice Marciano 1996
Grantor Retained Annuity Trust).
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Mr. Marciano and Mr. Hampar are co-trustees of the Maurice Marciano 2001
Children's Trust (formerly the Maurice Marciano 1996 Grantor Retained
Annuity Trust). The Reporting Persons expressly disclaim that they have
formed a group among themselves.
Item 9 Notice of Dissolution of Group:
While the Reporting Persons continue to disclaim that they have ever
formed or been part of a group among themselves or among the other parties
to the Shareholders' Agreement, they have elected to file a statement on
Schedule 13G together, without Maurice Marciano and Armand Marciano,
because the Shareholders' Agreement was terminated by the parties on May
12, 2003. All further filings with respect to transactions in the Common
Stock will be filed, if required, by the Reporting Persons, Maurice
Marciano and Armand Marciano in their individual capacity.
Item 10 Certification:
Not applicable
Page 6 of 9
Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
June 12, 2003 Paul Marciano
By: /s/ PAUL MARCIANO
--------------------------
Paul Marciano
Page 7 of 9
Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
June 12, 2003 Gary W. Hampar
By:/s/ GARY W. HAMPAR
---------------------------
Gary W. Hampar
Page 8 of 9
EXHIBIT INDEX
Exhibit No. Description
1 Joint Filing Agreement dated as of June 12, 2003
Page 9 of 9
EXHIBIT 1
AMENDED AND RESTATED
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
shares of common stock, $0.01 par value, of Guess?, Inc., and further agree that
this Joint Filing Agreement be included as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such statement.
Each of the undersigned agrees to be responsible for the timely filing of
the Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning itself contained therein. This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
Date: June 12, 2003
PAUL MARCIANO
/s/ PAUL MARCIANO
------------------
GARY W. HAMPAR
/s/ GARY W. HAMPAR
------------------