-----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, DEWd+Wysst6xXPQ97D8iYlyNuvGEy8tye/V+erWGnz1FGr9N3SI/lDxKGSJ/x/3m mSj0ZbaamT22DdzSkUFjtA== 0000950172-98-000161.txt : 19980220 0000950172-98-000161.hdr.sgml : 19980220 ACCESSION NUMBER: 0000950172-98-000161 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980217 DATE AS OF CHANGE: 19980219 SROS: NONE GROUP MEMBERS: ARMAND MARCIANO GROUP MEMBERS: GARY W. HAMPAR GROUP MEMBERS: GUESS INC ET AL/CA/ GROUP MEMBERS: JOSEPH H. SUGERMAN GROUP MEMBERS: MARC E. PETAS GROUP MEMBERS: PAUL MARCIANO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUESS INC ET AL/CA/ CENTRAL INDEX KEY: 0000912463 STANDARD INDUSTRIAL CLASSIFICATION: 2340 IRS NUMBER: 953679695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-50255 FILM NUMBER: 98544097 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 STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUESS INC ET AL/CA/ CENTRAL INDEX KEY: 0000912463 STANDARD INDUSTRIAL CLASSIFICATION: 2340 IRS NUMBER: 953679695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 SC 13G/A 1 SCHEDULE 13G AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B) AND (C) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) GUESS ?, INC. ------------------------------------------------- (NAME OF ISSUER) COMMON STOCK ------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 401617 10 5 ------------------------------------------------- (CUSIP Number) --------------- CUSIP NO. 401617 10 5 SCHEDULE 13G - - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Maurice Marciano - - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Group membership is acknowledged for purposes of (a) |_| making a group filing pursuant to Rule 13d-1(f)(1) only (b) |X| - - ---------------------------------------------------------------------------- 3 SEC USE ONLY - - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France - - ---------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 14,713,793 BENEFICIALLY -------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 1,926,804 REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 14,713,793 -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,926,804 - - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,640,597 - - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 38.8% - - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - - ---------------------------------------------------------------------------- CUSIP NO. 401617 10 5 SCHEDULE 13G - - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Paul Marciano - - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(f)(1) only - - ---------------------------------------------------------------------------- 3 SEC USE ONLY - - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France - - ---------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 11,643,149 BENEFICIALLY -------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 1,534,636 REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 11,643,149 -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,534,636 - - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,177,785 - - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.7% - - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - - ---------------------------------------------------------------------------- CUSIP NO. 401617 10 5 SCHEDULE 13G - - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Armand Marciano - - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(f)(1) only - - ---------------------------------------------------------------------------- 3 SEC USE ONLY - - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France - - ---------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 5,918,437 BENEFICIALLY -------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 5,918,437 -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- - - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,918,437 - - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.8% - - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - - ---------------------------------------------------------------------------- CUSIP NO. 401617 10 5 SCHEDULE 13G - - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gary W. Hampar - - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(f)(1) only - - ---------------------------------------------------------------------------- 3 SEC USE ONLY - - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ---------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 1,534,636 REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,534,636 - - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,534,636 - - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6% - - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - - ---------------------------------------------------------------------------- CUSIP NO. 401617 10 5 SCHEDULE 13G - - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Joseph H. Sugerman - - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(f)(1) only - - ---------------------------------------------------------------------------- 3 SEC USE ONLY - - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ---------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 1,000 BENEFICIALLY -------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 1,212,149 REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 1,000 -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,212,149 - - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,213,149 - - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.8% - - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - - ---------------------------------------------------------------------------- CUSIP NO. 401617 10 5 SCHEDULE 13G - - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Marc E. Petas - - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Group membership is acknowledged for purposes of (b) |X| making a group filing pursuant to Rule 13d-1(f)(1) only - - ---------------------------------------------------------------------------- 3 SEC USE ONLY - - ---------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ---------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 719,655 REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 719,655 - - ---------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,655 - - ---------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - - ---------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7% - - ---------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - - ---------------------------------------------------------------------------- SCHEDULE 13G This Amendment No. 1 (the "Amendment No. 1") amends and supplements the Statement on Schedule 13G, dated February 14, 1997 (the "Schedule 13G"), relating to shares of the common stock, $.01 par value per share (the "Shares"), of Guess ?, Inc., a Delaware corporation (the "Issuer"). Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby file this Amendment No. 1 on behalf of Maurice Marciano, Paul Marciano, Armand Marciano, Gary W. Hampar, Joseph H. Sugerman and Marc E. Petas. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13G. ITEM 4. OWNERSHIP. Item 4 is hereby amended and supplemented as follows: (a) Maurice Marciano beneficially owns 16,640,597 shares of Common Stock as follows: 14,683,793 shares held indirectly as sole trustee of the Maurice Marciano Trust; 30,000 shares held indirectly as sole trustee of the Maurice Marciano 1990 Children's Trust; 1,212,149 shares held indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust; and 714,655 shares held indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust. Paul Marciano beneficially owns 13,177,785 shares of Common Stock as follows: 11,643,149 shares held indirectly as sole trustee of the Paul Marciano Trust; and 1,534,636 shares held indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust. Armand Marciano beneficially owns 5,918,437 shares of Common Stock held indirectly as sole trustee of the Armand Marciano Trust. Gary W. Hampar beneficially owns 1,534,636 shares of Common Stock held indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust. Joseph H. Sugerman beneficially owns 1,213,149 shares of Common Stock as follows: 1,212,149 shares held indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust; and 1,000 shares held indirectly as sole trustee of the Joseph Sugerman Target Benefit Pension Trust No. 1. Marc E. Petas beneficially owns 719,655 shares of Common Stock as follows: 714,655 shares held indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust; and 5,000 shares held indirectly as co-trustee of the Petas Family Trust. (b) The 16,640,597 shares beneficially owned by Maurice Marciano represents 38.8% of the outstanding shares of the Common Stock. The 13,177,785 shares beneficially owned by Paul Marciano represent 30.7% of the outstanding shares of the Common Stock. The 5,918,437 shares beneficially owned by Armand Marciano represent 13.8% of the outstanding shares of the Common Stock. The 1,534,636 shares beneficially owned by Gary W. Hampar represent 3.6% of the outstanding shares of the Common Stock. The 1,213,149 shares beneficially owned by Joseph H. Sugerman represent 2.8% of the outstanding shares of the Common Stock. The 719,655 shares beneficially owned by Marc E. Petas represent 1.7% of the outstanding shares of the Common Stock. Percentage ownership of the Common Stock is based on the number of outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter ended September 30, 1997. (c) Maurice Marciano has (i) sole voting power with respect to 30,000 shares held indirectly as sole trustee of the Maurice Marciano 1990 Children's Trust and 14,683,793 shares held indirectly as sole trustee of the Maurice Marciano Trust, except for the restrictions on voting described in Item 8 of Schedule 13G; (ii) shared voting power with respect to 1,212,149 shares held indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust and 714,655 shares held indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust; (iii) sole dispositive power with respect to 30,000 shares held indirectly as sole trustee of the Maurice Marciano 1990 Children's Trust and 14,683,793 shares held indirectly as sole trustee of the Maurice Marciano Trust, except for the rights of first refusal described in Item 8 of Schedule 13G; and (iv) shared dispositive power with respect to 1,212,149 shares held indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust and 714,655 shares held indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust. Paul Marciano has (i) sole voting power with respect to 11,643,149 shares held indirectly as sole trustee of the Paul Marciano Trust, except for the restrictions on voting described in Item 8 of Schedule 13G; (ii) shares voting power with respect to 1,534,636 shares held indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust; (iii) sole dispositive power with respect to 11,643,149 shares held indirectly as sole trustee of the Paul Marciano Trust, except for the rights of first refusal described in Item 8 of Schedule 13G; and (iv) shared dispositive power with respect to 1,534,636 shares held indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust. Armand Marciano has (i) sole voting power with respect to 5,918,437 shares held indirectly as sole trustee of the Armand Marciano Trust, except for the restrictions on voting described in Item 8 of Schedule 13G; (ii) no shared voting power with respect to any shares; (iii) sole dispositive power with respect to 5,918,437 shares held indirectly as sole trustee of the Armand Marciano Trust, except for the rights of first refusal described in Item 8 of Schedule 13G; and (iv) no shared dispositive power with respect to any shares. Gary W. Hampar has (i) no sole voting power with respect to any shares; (ii) shared voting power with respect to 1,534,636 shares held indirectly as co-trustee of 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 1,534,636 shares held indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust. Joseph H. Sugerman has (i) sole voting power with respect to 1,000 shares held indirectly as sole trustee of the Joseph Sugerman Target Benefit Pension Trust No. 1; (ii) shared voting power with respect to 1,212,149 shares held indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust; (iii) sole dispositive power with respect to 1,000 shares held indirectly as sole trustee of the Joseph Sugerman Target Benefit Pension Trust No. 1; and (iv) shared dispositive power with respect to 1,212,149 shares held indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust. Marc E. Petas has (i) no sole voting power with respect to any shares; (ii) shared voting power with respect to 714,655 shares held indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust and 5,000 shares held indirectly as co-trustee of the Petas Family Trust; (ii) no sole dispositive power with respect to any shares; and (iv) shared dispositive power with respect to 714,655 shares held indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity Trust and 5,000 shares held indirectly as co-trustee of the Petas Family Trust. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 17, 1998 Maurice Marciano By: /s/ Glenn A. Weinman _____________________________ Glenn A. Weinman, Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 17, 1998, included as Exhibit 2 to this Amendment No. 1. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 17, 1998 Paul Marciano By: /s/ Glenn A. Weinman _____________________________ Glenn A. Weinman, Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 17, 1998, included as Exhibit 3 to this Amendment No. 1. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 17, 1998 Armand Marciano By: /s/ Glenn A. Weinman _____________________________ Glenn A. Weinman, Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 17, 1998, included as Exhibit 4 to this Amendment No. 1. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 17, 1998 Gary W. Hampar By: /s/ Glenn A. Weinman _____________________________ Glenn A. Weinman, Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 17, 1998, included as Exhibit 5 to this Amendment No. 1. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 17, 1998 Joseph H. Sugerman By: /s/ Glenn A. Weinman _____________________________ Glenn A. Weinman, Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 17, 1998, included as Exhibit 6 to this Amendment No. 1. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 17, 1998 Marc E. Petas By: /s/ Glenn A. Weinman _____________________________ Glenn A. Weinman, Attorney-In-Fact* * Signed pursuant to a power of attorney, dated February 17, 1998, included as Exhibit 7 to this Amendment No. 1. EXHIBIT INDEX Exhibit Number Title Page ------- ----- ---- 1 Joint Filing Agreement among the 18 Reporting Persons pursuant to Rule 13d-1(f)(1). 2 Power of Attorney of Maurice Marciano 19 3 Power of Attorney of Paul Marciano 21 4 Power of Attorney of Armand Marciano 23 5 Power of Attorney of Gary W. Hampar 25 6 Power of Attorney of Joseph H. Sugerman 27 7 Power of Attorney of Marc E. Petas 29 EX-99 2 EXHIBIT 1 - JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 1997 (the "Schedule 13G"), with respect to the common stock, par value $.01 per shares, of Guess ?, Inc., is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. 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 constitutes one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th day of February, 1998. /s/ Maurice Marciano --------------------------- Maurice Marciano /s/ Paul Marciano --------------------------- Paul Marciano /s/ Armand Marciano --------------------------- Armand Marciano /s/ Gary W. Hampar --------------------------- Gary W. Hampar /s/ Joseph H. Sugerman --------------------------- Joseph H. Sugerman /s/ Marc E. Petas --------------------------- Marc E. Petas EX-24 3 EXHIBIT 2 - POWER OF ATTORNEY EXHIBIT 2 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Roger A. Williams and Glenn A. Weinman signing singly, with full power of substitution, his/her true and lawful attorney-in-fact, to: (1) execute for and on behalf of the undersigned Schedule 13D or 13G in accordance with Sections 13(d) and 13(g) of the Securities and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D or 13G and the timely filing of such Schedules with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California. This Power of Attorney is effective until revoked by the undersigned, which revocation shall be evidenced by an instrument in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 1998. /s/ Maurice Marciano --------------------------- Signature Maurice Marciano --------------------------- Print Name EX-24 4 EXHIBIT 3 - POWER OF ATTORNEY EXHIBIT 3 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Roger A. Williams and Glenn A. Weinman signing singly, with full power of substitution, his/her true and lawful attorney-in-fact, to: (1) execute for and on behalf of the undersigned Schedule 13D or 13G in accordance with Sections 13(d) and 13(g) of the Securities and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D or 13G and the timely filing of such Schedules with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California. This Power of Attorney is effective until revoked by the undersigned, which revocation shall be evidenced by an instrument in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 1998. /s/ Paul Marciano --------------------------- Signature Paul Marciano --------------------------- Print Name EX-24 5 EXHIBIT 4 - POWER OF ATTORNEY EXHIBIT 4 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Roger A. Williams and Glenn A. Weinman signing singly, with full power of substitution, his/her true and lawful attorney-in-fact, to: (1) execute for and on behalf of the undersigned Schedule 13D or 13G in accordance with Sections 13(d) and 13(g) of the Securities and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D or 13G and the timely filing of such Schedules with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California. This Power of Attorney is effective until revoked by the undersigned, which revocation shall be evidenced by an instrument in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 1998. /s/ Armand Marciano --------------------------- Signature Armand Marciano --------------------------- Print Name EX-24 6 EXHIBIT 5 - POWER OF ATTORNEY EXHIBIT 5 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Roger A. Williams and Glenn A. Weinman signing singly, with full power of substitution, his/her true and lawful attorney-in-fact, to: (1) execute for and on behalf of the undersigned Schedule 13D or 13G in accordance with Sections 13(d) and 13(g) of the Securities and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D or 13G and the timely filing of such Schedules with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California. This Power of Attorney is effective until revoked by the undersigned, which revocation shall be evidenced by an instrument in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 1998. /s/ Gary W. Hampar --------------------------- Signature Gary W. Hampar --------------------------- Print Name EX-24 7 EXHIBIT 6 - POWER OF ATTORNEY EXHIBIT 6 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Roger A. Williams and Glenn A. Weinman signing singly, with full power of substitution, his/her true and lawful attorney-in-fact, to: (1) execute for and on behalf of the undersigned Schedule 13D or 13G in accordance with Sections 13(d) and 13(g) of the Securities and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D or 13G and the timely filing of such Schedules with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California. This Power of Attorney is effective until revoked by the undersigned, which revocation shall be evidenced by an instrument in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 1998. /s/ Joseph H. Sugerman --------------------------- Signature Joseph H. Sugerman --------------------------- Print Name EX-24 8 EXHIBIT 7 - POWER OF ATTORNEY EXHIBIT 7 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Roger A. Williams and Glenn A. Weinman signing singly, with full power of substitution, his/her true and lawful attorney-in-fact, to: (1) execute for and on behalf of the undersigned Schedule 13D or 13G in accordance with Sections 13(d) and 13(g) of the Securities and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule 13D or 13G and the timely filing of such Schedules with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. This Power of Attorney is governed by and shall be construed in accordance with the laws of the State of California. This Power of Attorney is effective until revoked by the undersigned, which revocation shall be evidenced by an instrument in writing. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 1998. /s/ Marc E. Petas --------------------------- Signature Marc E. Petas --------------------------- Print Name -----END PRIVACY-ENHANCED MESSAGE-----