UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
February 17, 2004
(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
CUSIP NO. 401617 10 5 Schedule 13G Page 2 of 9 Pages
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
12,791,898
---------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 140,870
EACH ---------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 12,791,898
---------------------------------------------------------
8. SHARED DISPOSITIVE POWER
140,870
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,932,768
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
CUSIP NO. 401617 10 5 Schedule 13G Page 3 of 9 Pages
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 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 140,870
EACH ----------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
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
- -------------------------------------------------------------------------------
CUSIP NO. 401617 10 5 Schedule 13G Page 4 of 9 Pages
Item 1(a) Name of Issuer:
Guess?, Inc., a Delaware corporation (the "Issuer")
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 Schedule 13G 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.
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.
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 (the "Common Stock").
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 12,932,768 shares of Common Stock as
follows: 12,791,898 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
CUSIP NO. 401617 10 5 Schedule 13G Page 5 of 9 Pages
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 12,932,768 shares beneficially owned by Mr. Marciano represent
29.6% 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 43,678,831 shares
of Common Stock, which represents the number of outstanding shares of
Common Stock as of January 9, 2004, 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 12,791,898
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 12,791,898 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).
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
CUSIP NO. 401617 10 5 Schedule 13G Page 6 of 9 Pages
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:
Not applicable
Item 10 Certification:
Not applicable
CUSIP NO. 401617 10 5 Schedule 13G Page 7 of 9 Pages
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.
February 17, 2004 Paul Marciano
By: /s/ PAUL MARCIANO
Paul Marciano
CUSIP NO. 401617 10 5 Schedule 13G Page 8 of 9 Pages
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.
February 17, 2004 Gary W. Hampar
By: /s/ GARY W. HAMPAR
Gary W. Hampar
EXHIBIT INDEX
Exhibit No. Description
1 Amended and Restated Joint Filing Agreement dated
as of February 17, 2004
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: February 17, 2004
PAUL MARCIANO
/s/ PAUL MARCIANO
GARY W. HAMPAR
/s/ GARY W. HAMPAR