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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): October 15, 2004
(October 15, 2004)
GUESS?, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-11893 95-3679695
(Commission File Number) (IRS Employer Identification No.)
1444 S. Alameda Street Los Angeles, California 90021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 765-3100
Not applicable
(Former name or former address, if changed since last report)
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:
|_| 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 240.13a-4(c))
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Item 7.01. Regulation FD Disclosure.
Guess?, Inc. issued a press release on October 15, 2004. The press release
announced its plans to buy its European jeanswear licensee. The press release is
attached as Exhibit 99.1 and is hereby incorporated by reference in its
entirety.
The information in this Form 8-K is being furnished under Item 7.01 and
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of Guess?, Inc. dated October 15, 2004 (Guess?, Inc. Plans
to Buy its European Jeanswear Licensee)
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?,
Inc. has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of Los Angeles, State of California, on
October 15, 2004.
GUESS?, INC.
By: /s/ Maurice Marciano
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Maurice Marciano
Co-Chairman of the Board,
Co-Chief Executive Officer and
Director
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Guess?, Inc. dated October 15, 2004.
(Guess?, Inc. Plans to Buy its European Jeanswear Licensee)
5
Guess?, Inc. Plans to Buy Its European Jeanswear Licensee
LOS ANGELES, Oct. 15 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES)
has announced that its wholly-owned subsidiary, Guess Italia S.r.l., has agreed
to acquire 90% of the shares of Maco Apparel, S.p.A. ("Maco"), the Italian
licensee of Guess jeanswear for men and women in Europe, from Fingen Apparel
B.V. Guess?, Inc. currently owns the remaining 10% of Maco.
The closing of the transaction is anticipated to occur in January, 2005,
subject to the completion of final documentation and due diligence.
"The acquisition of our European jeanswear licensee at this time is a
tremendous fit with the rest of our organization from a cultural, strategic and
operational point of view. Guess's global platform will provide the resources to
greatly expand our European operations. Part of the transaction will include
stores in Rome, Milan and Paris as well as in London and Amsterdam," said
Maurice Marciano, Co-Chairman and Co-CEO of Guess?, Inc.
Guess?, Inc. plans to open many new stores throughout Europe, either
directly or through its distributors, in cities such as Istanbul, Budapest,
Warsaw and Barcelona.
Guess?, Inc. designs, markets, distributes and licenses a lifestyle
collection of contemporary apparel, accessories and related consumer products.
At September 25, 2004 the Company owned and operated 269 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.guess.com.
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, 2003
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.
Contact: Carlos Alberini
President & Chief Operating Officer
(213) 765-3582
Frederick G. Silny
SVP & Chief Financial Officer
(213) 765-3289
Wendi Kopsick
Kekst and Company
(212) 521-4800
SOURCE Guess?, Inc.
-0- 10/15/2004
/CONTACT: Carlos Alberini, President & Chief Operating Officer,
+1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer,
+1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick of Kekst and Company,
+1-212-521-4800, for Guess?, Inc./
/First Call Analyst: /
/FCMN Contact: paulme@guess.com /
/Web site: http://www.guess.com /
(GES)
CO: Guess?, Inc.; Guess Italia S.r.l.; Maco Apparel, S.p.A.
ST: California
IN: REA FAS
SU: TNM