-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSSKpg/uhUBZ3aF2KTtdRrjsl58wDiX0e5B0q6+Dcr1RXEmM8gVTEzmMFEsa5oqp 79GFPbmQ59OMuJwcTjRxwg== 0000902595-04-000004.txt : 20040217 0000902595-04-000004.hdr.sgml : 20040216 20040217173031 ACCESSION NUMBER: 0000902595-04-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 GROUP MEMBERS: GARY W. HAMPAR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUESS INC ET AL/CA/ CENTRAL INDEX KEY: 0000912463 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 953679695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50255 FILM NUMBER: 04610531 BUSINESS ADDRESS: STREET 1: 1444 SOUTH ALAMEDA ST CITY: LOS ANGELES STATE: CA ZIP: 90021 BUSINESS PHONE: 2137653100 MAIL ADDRESS: STREET 1: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARCIANO PAUL CENTRAL INDEX KEY: 0001173879 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GUESS INC STREET 2: 1444 S ALAMEDA ST CITY: LOS ANGELES STATE: CA ZIP: 90021 BUSINESS PHONE: 2137653213 MAIL ADDRESS: STREET 1: C/O GUESS INC STREET 2: 1444 S ALAMEDA ST CITY: LOS ANGELES STATE: CA ZIP: 90021 SC 13G/A 1 sched13g.txt SCHEDULE 13G/A 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 EX-1 3 exhibit1.txt AMENDED AND RESTATED JOINTT FILING AGMT 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 -----END PRIVACY-ENHANCED MESSAGE-----