Schedule 13D

-----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, BP0ixstBmFUQ/rORqacrHfxZ11eLY5HgVbvlZd3MxJqKGwHHyLcwQSTosLTDcseK 7WtjzIJtSkCIlRm6oG3ZUA== 0001193125-03-067842.txt : 20031028 0001193125-03-067842.hdr.sgml : 20031028 20031027213212 ACCESSION NUMBER: 0001193125-03-067842 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031028 GROUP MEMBERS: BEN T. MORRIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARRANT APPAREL GROUP CENTRAL INDEX KEY: 0000944948 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 954181026 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48322 FILM NUMBER: 03959527 BUSINESS ADDRESS: STREET 1: 3151 EAST WASHINGTON BLVD CITY: LOS ANGELES STATE: CA ZIP: 90023 BUSINESS PHONE: 2137808250 MAIL ADDRESS: STREET 1: 3151 EAST WASHINGTON BLVD CITY: LOS ANGELES STATE: CA ZIP: 90023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERS MORRIS HARRIS INC/FA CENTRAL INDEX KEY: 0001053994 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3100 CHASE TOWER CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132504222 MAIL ADDRESS: STREET 1: 3100 CHASE TOWER CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: SANDERS MORRIS MUNDY INC /FA DATE OF NAME CHANGE: 19980129 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

TARRANT APPAREL GROUP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

876289 109

(CUSIP Number)

Jonah Sulak

600 Travis, Suite 3100, Houston, Texas 77002

713-224-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications)

October 17, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.

Note. Schedules filed in paper form shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 876289 109 Page 2 of 9 Pages


1.	Name of Reporting Persons/I.R.S. Identification Nos. of above persons (Entities Only) Sanders Morris Harris Inc.

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) 00

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Texas

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

None

8. Shared Voting Power

12,085,518

9. Sole Dispositive Power

None

10. Shared Dispositive Power

None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,085,518

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 57.6%

14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 876289 109 Page 3 of 9 Pages


1.	Name of Reporting Persons/I.R.S. Identification Nos. of above persons (Entities Only) Ben T. Morris

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) 00

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

None

8. Shared Voting Power

12,085,518

9. Sole Dispositive Power

None

10. Shared Dispositive Power

None

(See Instructions)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,085,518

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 57.6%

14.	Type of Reporting Person (See Instructions) IN

13D

CUSIP No. 876289 109 Page 4 of 9 Pages

Item 1. Security and Issuer.

This statement relates to the common stock, without par value (the “Common Stock”), of Tarrant Apparel Group, a California corporation (the “Issuer”), and options (the “Options”) to purchase Common Stock of the Issuer. The principal executive office of the Issuer of such securities is located at 3151 East Washington Blvd., Los Angeles, California 90023.

Item 2. Identity and Background.

Sanders Morris Harris Inc. (“SMH”) is a Texas corporation. The address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002. Attached as Appendix A is information concerning the executive officers and directors of SMH required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such executive officers and directors may be deemed, but are not conceded to be controlling persons of SMH. SMH is a wholly owned subsidiary of Sanders Morris Harris Group, Inc., a Texas corporation (“SMH Group”). SMH is a registered broker/dealer.

SMH Group is a Texas corporation and the parent of SMH. The address of its principal office is 600 Travis, Suite 2900, Houston, Texas 77002. Attached as Appendix A-1 is information concerning the executive officers and directors of SMH Group required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such officers and directors may be deemed, but are not conceded to be controlling, persons of SMH Group. No corporation or other person is or may be deemed to be ultimately in control of SMH Group.

Ben T. Morris is President and a director of Sanders Morris Harris Inc. The address of his principal office is 600 Travis, Suite 3100, Houston, Texas 77002. Mr. Morris is a citizen of the United States.

During the past five years, none of the reporting persons or any of the persons referred to in Appendix A or A-1 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

During the past five years, none of the reporting persons or any of the persons referred to in Appendix A or A-1 was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

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CUSIP No. 876289 109 Page 5 of 9 Pages

Item 3. Source and Amount of Funds or Other Consideration.

On October 17, 2003, the Issuer and certain investors (the “Investors”) entered into subscription agreements (“Subscription Agreements”) to purchase shares of Series A convertible preferred stock, no par value (“Series A Preferred”), of the Issuer (the “Private Placement”). SMH entered into a Placement Agent Agreement with the Issuer pursuant to which SMH was engaged to act as placement agent with respect to the Private Placement. SMH and certain shareholders of the Issuer (the “Tarrant Shareholders”) entered into separate Voting Agreements dated October 17, 2003 (the “Voting Agreements”), as consideration for and a material inducement to the Issuer and the Investors to execute the Subscription Agreements, as described further in Item 4.

Item 4. Purpose of Transaction.

On October 14, 2003, the Issuer and the Investors entered into the Subscription Agreements to purchase shares of Series A Preferred. Each share of Series A Preferred will be convertible into common stock of the Issuer (the “Common Stock”) on a ten-for-one basis (the “Conversion) at the election of the holder of the Series A Preferred at any time following the approval of the Conversion by the holders of Common Stock. In connection with the Private Placement, the Issuer agreed to use its best efforts to take all actions necessary and advisable and as permitted by law to hold a meeting of the shareholders of the Issuer at which the holders of Common Stock will consider and vote upon the Conversion and an amendment to the Articles of Incorporation of the Issuer to increase the number of authorized shares of Common Stock of the Issuer from 35,000,000 to 100,000,000. In order to induce the Issuer and the Investors to execute the Subscription Agreements, the Tarrant Shareholders agreed to restrict the transfer or disposition of any of the securities of the Issuer (the “Shares”) and granted to SMH irrevocable proxies to vote the Shares (i) in favor of the issuance of shares of Common Stock upon the Conversion and the other actions contemplated under the Subscription Agreements and any action required in furtherance thereof, and (ii) in favor of the amendment of the Articles of Incorporation of the Issuer to increase the number of authorized shares of Common Stock from 35,000,000 to 100,000,000 shares. The irrevocable proxy expires upon the earlier to occur of (i) the approval of the matters discussed in the preceding sentence or (ii) October 17, 2008.

Except as described in this Item 4, SMH has no present plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above.

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CUSIP No. 876289 109 Page 6 of 9 Pages

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of shares of Common Stock of the Issuer beneficially owned by the persons identified in Item 2 is as follows:

Beneficial Owner

Aggregate Number

of Shares Owned

Percentage
of Class

Sanders Morris Harris Inc.

12,085,518

(1)

57.6

Ben T. Morris

12,085,518

(1)

57.6

(1)

Includes shares of Common Stock and shares of Common Stock underlying Options that are currently exercisable, which proxy to vote the shares has been granted to SMH as follows: (a) Jamil Textil, S.A. de C.V. (1,724,000 shares of Common Stock); (b) Gerard Guez (5,594,851 shares of Common Stock and 1,266,668 shares of Common Stock underlying Options); and (c) Todd Kay (2,566,667 shares of Common Stock and 933,332 shares of Common Stock underlying Options).

(b) The number of shares of Common Stock as to which there is sole power to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each of the Reporting Persons is set forth on the cover pages, and such information is incorporated herein by reference. To the knowledge of the Reporting Persons, the persons listed on Appendix A or A-1 in response to Item 2 do not beneficially own any shares of Common Stock of the Issuer.

(d) Not applicable.

(e) The irrevocable proxies granted to SMH expire upon the earlier to occur of (i) the approval of the matters discussed in Item 4 or (ii) October 17, 2008.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

1. Voting Agreements between Sanders Morris Harris, Inc. and certain shareholders of the Issuer. The information set forth in Item 4 above is hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit		Title

99.1		Voting Agreement between Sanders Morris Harris Inc. and Jamil Textil S.A. de C.V., dated October 17, 2003.

99.2		Voting Agreement between Sanders Morris Harris Inc. and Gerard Guez dated October 17, 2003.

99.3		Voting Agreement between Sanders Morris Harris Inc. and Todd Kay dated October 17, 2003.

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CUSIP No. 876289 109 Page 7 of 9 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: October 27, 2003

Sanders Morris Harris, Inc.

By:		/s/ Jonah Sulak

		Jonah Sulak, Vice President


/s/ Ben T. Morris
Ben T. Morris

Each Reporting Person certifies only the information in Item 4 regarding, himself or itself, as the case may be.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).

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CUSIP No. 876289 109 Page 8 of 9 Pages

Appendix A

The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Harris Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 600 Travis, Suite 3100, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

Name		Present Principal Occupation or Employment; Business Address
Ben T. Morris		President, Chief Executive Officer, and Director
George L. Ball		Chairman of the Board
Robert E. Garrison II		Director, President of Sanders Morris Harris Group
Don A. Sanders		Chairman of the Executive Committee
Titus H. Harris, Jr.		Executive Vice President
Richard C. Webb		Executive Vice President
Anthony J. Barton		Executive Vice President
Peter M. Badger		President of Fixed Income Division
Richard D. Grimes		Executive Vice President
Howard Y. Wong		Chief Financial Officer and Treasurer
Sandy Williams		Secretary

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CUSIP No. 876289 109 Page 9 of 9 Pages

Appendix A-1

Directors and Executive Officers of

Sanders Morris Harris Group Inc.

The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Harris Group Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 600 Travis, Suite 3100, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

Name		Present Principal Occupation or Employment; Business Address
George L. Ball		Director and Chairman of the Board
Ben T. Morris		Director and Chief Executive Officer
Robert E. Garrison II		Director and President
Don A. Sanders		Director, Vice Chairman
Titus H. Harris, Jr.		Director, Executive Vice President of SMH
Donald R. Campbell		Director, retired
W. Blair Waltrip		Director, private investor
John H. Styles		Director, private investor
Nolan Ryan		Director, private investor
Dan S. Wilford		Director, President and CEO of Memorial Hermann Healthcare System
Stephen M. Reckling		Chairman and CEO of Pinnacle Management & Trust Co.
Rick Berry		Chief Financial Officer

EX-99.1 3 dex991.htm VOTING AGREEMENT - JAMIL TEXTIL Voting Agreement - Jamil Textil

EXHIBIT 99.1

VOTING AGREEMENT

THIS VOTING AGREEMENT is made and entered into as of October 17, 2003 (this “Agreement”), by and between Sanders Morris Harris, Inc., a Texas corporation (the “Placement Agent”), and the undersigned shareholder (the “Shareholder”) of Tarrant Apparel Group, Inc., a California corporation (the “Company”).

RECITALS

A. In connection with the execution of this Agreement, the Company and certain investors (collectively, the “Investors”) are expected to enter into Subscription Agreements (collectively, the “Subscription Agreements”), which provide for the purchase by the Investors and the sale by the Company of Series A convertible preferred stock, no par value (the “Preferred Stock”), of the Company expected to be issued by the Company on the terms set forth in that certain Memorandum of Terms for Private Placement of Preferred Stock of Tarrant Apparel Group, dated October 8, 2003, between the Company and the Placement Agent (the “Private Placement”).

B. The Placement Agent has entered into a Placement Agent Agreement with the Company pursuant to which it has been engaged to act as placement agent for the Company with respect to the Private Placement.

C. The Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the number of shares of the outstanding common stock, no par value (“Common Stock”) of the Company set forth on the signature page of this Agreement.

D. The terms of the Preferred Stock provide for the conversion of the Preferred Stock into Common Stock on a ten-for-one basis (the “Conversion”) at the election of the holder thereof at any time following approval of the Conversion by the holders of Common Stock.

E. In connection with the Private Placement, the Company has agreed to use its best efforts to take all actions necessary and advisable and as permitted by law to hold a meeting of the shareholders of the Company at which the holders of Common Stock will consider and vote upon the Conversion and an amendment to the Articles of Incorporation of the Company to increase the authorized number of shares of Common Stock from 35,000,000 to 100,000,000 shares.

F. In order to induce the Company and the Investors to execute the Subscription Agreements, the Shareholder agrees to restrict the transfer or disposition of any of the Shares (as defined below) and agrees to vote the Shares so as to facilitate the consummation of the Private Placement and the transactions contemplated by the Subscription Agreements and certain related documents. The execution and delivery of this Agreement and of the attached form of irrevocable proxy is a material condition to the Company’s and certain of the Investor’s willingness to enter into the Subscription Agreements and the Placement Agent’s willingness to enter into the Placement Agent Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements, covenants, promises, and other representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:

1. Certain Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Subscription Agreements. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a) “Expiration Date” means the earlier of (i) immediately after the time the matters set forth in Section 3 hereof are approved by the shareholders of the Company at a meeting of the shareholders and (ii) five years from the date of this Agreement.

(b) “Person” means any individual, any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization or entity, or any governmental authority.

(c) “Shares” means: (i) all securities of the Company (including all shares of Common Stock of the Company, any preferred stock, all options, warrants and other rights to acquire shares of Common Stock or preferred stock) beneficially owned by Shareholder as of the date of this Agreement and (ii) all additional securities of the Company (including all additional shares of Common Stock and any preferred stock and options, warrants and other rights to acquire shares of Common Stock or preferred stock) of which Shareholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Date.

(d) A Person shall be deemed to have effected a “Transfer” of a security if such person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, other than pursuant to an agreement or commitment in effect prior to execution and delivery of this Agreement, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein, other than to the extent required pursuant to an agreement or commitment in effect prior to execution and delivery of this Agreement.

2. Transfer of Shares.

(a) Transfer Restrictions. The Shareholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, the Shareholder shall not cause or permit any Transfer of any of the Shares to be effected, or discuss, negotiate, or make any offer regarding any Transfer of any of the Shares.

(b) Transfer of Voting Rights. The Shareholder hereby agrees that, at all times commencing with the execution and delivery of this Agreement until the Expiration Date, the

Shareholder shall not deposit, or permit the deposit of, any Shares in a voting trust, grant any proxy in respect of the Shares, or enter into any voting agreement or similar arrangement or commitment with respect to any of the Shares, in each case to the extent in contravention of the obligations of the Shareholder under this Agreement.

3. Agreement to Vote Shares. Until the Expiration Date, at every meeting of shareholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of shareholders of the Company with respect to any of the following, the Shareholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 4 hereof), the Shares or cause the Shares to be voted:

(a) in favor of issuance of shares of Common Stock upon the conversion or exercise of the Preferred Stock, and in favor of each of the other actions contemplated by the Subscription Agreements and any action required in furtherance thereof; and

(b) in favor of the amendment of the Articles of Incorporation of the Company to increase the number of authorized shares of Common Stock from 35,000,000 to 100,000,000 shares.

Prior to the Expiration Date, the Shareholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Section 3. The Shareholder agrees to be present, in person or by proxy, at all meetings of the shareholders of the Company and at any adjournment thereof at which the Conversion is put to a vote. Where Shares are beneficially owned by the Shareholder but not registered in the Shareholder’s name, the Shareholder will cause such Shares to be voted in accordance with this Section 3, including without limitation, the Shareholder shall issue an irrevocable instruction to the record holder of such Shares regarding the voting of such Shares pursuant to this Agreement.

4. Irrevocable Proxy. Concurrently with the execution of this Agreement, the Shareholder agrees to deliver to the Placement Agent a proxy in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

5. Representations and Warranties of Shareholder. The Shareholder hereby represents and warrants to the Placement Agent that, as of the date hereof and at all times until the Expiration Date:

(a) the Shareholder is (and will be) the beneficial owner of the Shares set forth on the signature page of this Agreement;

(b) the Shares are (and will be) free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (“Liens”), other than Liens in existence prior to execution and delivery of this Agreement;

(c) the Shareholder does not beneficially own any securities of the Company other than as set forth on the signature page of this Agreement; and

(d) the Shareholder has (and will have) full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.

6. Legending of Shares. If so requested by the Placement Agent, the Shareholder hereby agrees that the Shares shall bear a legend stating that they are subject to this Agreement and to the Proxy.

7. Termination. This Agreement and the Proxy shall terminate and be of no further force or effect as of the Expiration Date.

8. Miscellaneous.

(a) Waiver. No waiver by any party hereto of any condition or any breach of any term or provision set forth in this Agreement shall be effective unless in writing and signed by each party hereto. The waiver of a condition or any breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of any other previous or subsequent breach of any term or provision of this Agreement.

(b) Severability. In the event that any term, provision, covenant or restriction set forth in this Agreement, or the application of any such term, provision, covenant or restriction to any person, entity or set of circumstances, shall be determined by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent, the remainder of the terms, provisions, covenants, and restrictions set forth in this Agreement, and the application of such terms, provisions, covenants, and restrictions to persons, entities, or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall remain in full force and effect, shall not be impaired, invalidated, or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by applicable law. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision.

(c) Binding Effect; Assignment. This Agreement and all of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the Shareholder may be assigned to any other Person without the prior written consent of the Placement Agent.

(d) Amendments. This Agreement may not be modified, amended, altered, or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.

(e) Specific Performance; Injunctive Relief. Each of the parties hereto hereby acknowledges that (i) the representations, warranties, covenants, and restrictions set forth in this Agreement are necessary, fundamental, and required for the protection of the Company, the

Placement Agent, and the Investors and to preserve for the Company and the Investors the benefits of the Private Placement, the Subscription Agreements, and the transactions contemplated thereby; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives each such representation, warranty, covenant, and restriction a special, unique, and extraordinary value; and (iii) a breach of any such representation, warranty, covenant, or restriction, or any other term or provision of this Agreement, will result in irreparable harm and damages to the Placement Agent and the Investors, which cannot be adequately compensated by a monetary award. Accordingly, the Placement Agent and the Shareholder hereby expressly agree that in addition to all other remedies available at law or in equity, the Placement Agent and the Investors shall be entitled to the immediate remedy of specific performance, a temporary and/or permanent restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of the parties hereto from breaching any representations, warranties, covenants, or restrictions set forth in this Agreement, or to specifically enforce the terms and provisions hereof.

(f) Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of California without giving effect to any choice or conflict of law provision, rule or principle (whether of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than California.

(g) Entire Agreement. This Agreement and the Proxy and the other agreements referred to in this Agreement set forth the entire agreement and understanding of the Placement agent and the Shareholder with respect to the subject matter hereof and thereof, and supersede all prior discussions, agreements and understandings between the Placement Agent and the Shareholder, both oral and written, with respect to the subject matter hereof and thereof.

(h) Notices. All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the respective parties at the following address (or at such other address for a party as shall be specified by like notice):

If to the Placement Agent:		Sanders Morris Harris Inc.
		600 Travis, Suite 3100
		Houston, Texas 77002
		Attention: President
		Fax: (713) 224-1101


with a copy to:		Thompson & Knight, LLP
		333 Clay Street, Suite 3300
		Houston, Texas 77002
		Attention: John T. Unger
		Fax: (832) 397-8033

If to the Shareholder:

To the address for notice set forth on the signature page hereof.

(i) Further Assurances. The Shareholder (in its, his, or her capacity as such) shall execute and deliver any additional certificate, instruments, and other documents, and take any additional actions, as the Placement Agent may deem necessary or desirable, in the reasonable opinion of the Placement Agent, to carry out and effectuate the purpose and intent of this Agreement.

(j) Attorneys’ Fees and Expenses. If any action or other proceeding relating to the enforcement of any provision of this Agreement is brought by either party, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

(k) Headings. The section headings set forth in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement in any manner.

(l) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(m) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first written above.

SANDERS MORRIS HARRIS INC.		STOCKHOLDER:

		JAMIL TEXTIL, S.A. DE C.V.

By:	/S/ JONAH SULAK	By:	/S/ KAMEL NACIF

Name:	Jonah Sulak	Name:	Kamel Nacif

Title:	Vice President	Title:

		Address:		Edgar Allen #231

				Col. Polanco, C.P. 11550

				Mexico, D.F.

		Telephone:
		Facsimile Number:
		Shares Beneficially Owned:
		1,724,000 shares of Common Stock

		shares of Common Stock
		underlying Options

		shares of Common Stock
		underlying other Securities

Exhibit A

IRREVOCABLE PROXY

The undersigned shareholder (“Shareholder”) of Tarrant Apparel Group, a California corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints Sanders Morris Harris Inc., a Texas corporation, as the sole and exclusive attorney and proxy of Shareholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by Shareholder, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by Shareholder as of the date of this Proxy are listed on the final page of this Proxy. Shareholder hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined below).

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and between Sanders Morris Harris Inc. and Shareholder (the “Voting Agreement”). As used herein, the term “Expiration Date” means the earlier of (i) the date the matters set forth in Section 3 of the Voting Agreement are approved by the shareholders of the Company at a meeting of the shareholders and (ii) five years from the date of the Voting Agreement.

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting, consent, and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents and proxies) at every annual, special, adjourned, or postponed meeting of shareholders of the Company and in every written consent in lieu of such meeting: (a) in favor of issuance of shares of Common Stock upon the conversion or exercise of the Preferred Stock (as defined in the Voting Agreement), and in favor of each of the other actions contemplated by the Subscription Agreement and any action required in furtherance thereof; and (b) in favor of the amendment of the Articles of Incorporation of the Company to increase the number of authorized shares from 35,000,000 to 100,000,000 shares.

The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above, and the Shareholder may vote the Shares on all such other matters.

Any obligation of Shareholder hereunder shall be binding upon the successors and assigns of Shareholder.

This Proxy is irrevocable (to the fullest extent permitted by law). This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date.

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				STOCKHOLDER:

				By:

				Name:

				Title:


				Address:

		Telephone:
		Facsimile Number:
		Shares Beneficially Owned:
		shares of Common Stock

		shares of Common Stock
		underlying Options

		shares of Common Stock
		underlying other Securities

EX-99.2 4 dex992.htm VOTING AGREEMENT - GERARD GUEZ Voting Agreement - Gerard Guez

EXHIBIT 99.2