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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 5,
2006 (December 4, 2006)
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GUESS?, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11893 95-3679695
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1444 S. Alameda Street,
Los Angeles, California 90021
(Address of principal executive offices) (Zip Code)
(213) 765-3100
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
On December 4, 2006, Guess? Royalty Finance LLC (the "Note Issuer"), an
indirect wholly-owned subsidiary of Guess?, Inc. (the "Company"), sent notice to
the holders of the Note Issuer's 6.75% Secured Notes due 2012 (the "Notes") that
the Note Issuer has elected to redeem all of the Notes outstanding, plus accrued
and unpaid interest thereon, for cash on December 20, 2006. The Notes, which
were originally issued on April 28, 2003, are secured by rights and interests in
certain specific intellectual property and licenses and royalties payable
thereunder. In connection with the redemption, the Note Issuer will pay the
holders of the Notes (the "Noteholders") aggregate cash consideration of
$33,033,656.81.
Pursuant to Section 10.1 of the Indenture, dated as of April 28, 2003,
between the Issuer and BNY Midwest Trust Company, as indenture trustee on behalf
of the Noteholders, as amended by the First Supplemental Indenture, dated as of
August 31, 2006, the Company is permitted to redeem the Notes, together with any
accrued and unpaid interest, at any time on 15 days written notice.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
The following exhibit is furnished herewith:
99.1 Press release of Guess?, Inc. dated December 5, 2006 (announcing the
redemption of the Notes)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 5, 2006 GUESS?, INC.
/S/ CARLOS ALBERINI
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Carlos Alberini
President and
Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release of Guess?, Inc. dated December 5, 2006
(announcing the redemption of the Notes)
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Exhibit 99.1
GUESS?, INC. ANNOUNCES EARLY REDEMPTION OF 6.75% SECURED NOTES DUE 2012
LOS ANGELES, Dec. 5 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES)
announced today that its wholly-owned subsidiary, Guess? Royalty Finance LLC,
has elected to redeem all of its outstanding 6.75% secured notes due 2012.
The total redemption payment of approximately $33.0 million, including
principal, accrued and unpaid interest and a redemption premium, will be paid
in cash on December 20, 2006.
Commenting on the announcement, Carlos Alberini, President and Chief
Operating Officer, stated, "We are pleased to announce our decision to redeem
the remaining 6.75% secured notes prior to their maturity. Our operational cash
flow continues to be strong and has enabled us to pay down our debt and
accumulate cash, further strengthening our balance sheet and giving us greater
financial flexibility. After this redemption, our North American business will
be debt-free."
Guess?, Inc. designs, markets, distributes and licenses a lifestyle
collection of contemporary apparel, accessories and related consumer products.
At November 25, 2006 the Company operated 337 retail stores in the United
States and Canada. The Company also distributes its products through better
department and specialty stores around the world. For more information about
the Company, please visit www.guessinc.com.
Except for historical information contained herein, certain matters
discussed in this press release, including statements concerning the Company's
plans to redeem the 6.75% secured notes, 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 to differ materially from what is currently
anticipated. Factors which may cause actual results in future periods to differ
materially from current expectations include our ability to, among other things,
successfully execute the planned optional redemption, anticipate consumer
preferences, effectively operate our retail stores, effectively manage
inventories, successfully execute our strategies, including our supply chain and
international growth strategies, and domestic and international general economic
conditions and consumer confidence. In addition to these factors, the economic
and other factors identified in the Company's most recent annual report on Form
10-K and other filings with the Securities and Exchange Commission, including
but not limited to the risk factors discussed therein, could cause actual
results to differ materially from current expectations.
Contacts: Carlos Alberini
President & Chief Operating Officer
(213) 765-3582
Dennis R. Secor
SVP & Chief Financial Officer
(213) 765-3289
Joseph Teklits
Integrated Corporate Relations
(203) 682-8258
SOURCE Guess?, Inc.
-0- 12/05/2006
/CONTACT: Carlos Alberini, President & Chief Operating Officer,
+1-213-765-3582, or Dennis R. Secor, SVP & Chief Financial Officer,
+1-213-765-3289, both of Guess?, Inc.; or Joseph Teklits of Integrated
Corporate Relations, +1-203-682-8258, for Guess?, Inc./
/Web site: http://www.guessinc.com /
(GES)