-----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, P1FPd+llr2OCLsEWMUvACUT/iliWV+BAFUbFQz2f5cKMIeUxHiLG+goOb/VG27TM +gbbVqKtKjSRlo0ezr0QGw== 0000902664-06-001860.txt : 20060725 0000902664-06-001860.hdr.sgml : 20060725 20060725163200 ACCESSION NUMBER: 0000902664-06-001860 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060713 FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: G III APPAREL GROUP LTD /DE/ CENTRAL INDEX KEY: 0000821002 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 411590959 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126298830 MAIL ADDRESS: STREET 1: 512 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ANTE CORP DATE OF NAME CHANGE: 19891120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmerman Michael CENTRAL INDEX KEY: 0001326156 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18183 FILM NUMBER: 06979405 BUSINESS ADDRESS: BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18183 FILM NUMBER: 06979406 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 form3_ex.xml X0202 3 2006-07-13 0 0000821002 G III APPAREL GROUP LTD /DE/ GIII 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock ("Common Stock") 2000000 I See Footnotes Common Stock issuable upon exercise of Warrant 11.00 2007-01-13 2011-07-13 Common Stock 375000 I See Footnotes Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P. ) and manages investments for certain entities in managed accounts (such funds and accounts, the "Investment Entities"). Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of the Investment Entities. The Reporting Persons hold the reported securities indirectly through the Investment Entities. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the reported securities to the extent such beneficial ownership exceeds such person's pecuniary interest. THE REPORTING PERSONS AND THEIR AFFILIATES ARE PROHIBITED FROM EXERCISING THE SECURITIES LISTED IN TABLE II, IF AFTER SUCH EXERCISE THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 4.99% OF THE OUTSTANDING COMMON STOCK; PROVIDED THAT THE REPORTING PERSONS MAY INCREASE OR DECREASE SUCH PERCENTAGE TO ANY OTHER PERCENTAGE NOT IN EXCESS OF 9.99% UPON NOTICE TO THE ISSUER; PROVIDED, FURTHER, THAT ANY SUCH INCREASE WILL NOT BE EFFECTIVE UNTIL THE SIXTY-FIRST (61ST) DAY AFTER SUCH NOTICE IS DELIVERED TO THE ISSUER. The exercise price is subject to adjustment upon the occurrence of specified events, including customary weighted average price anti-dilution adjustments in accordance with the terms of the Warrant. PRENTICE CAPITAL MANAGEMENT, LP, By: Michael Weiss as Chief Financial Officer, /s/ Michael Weiss 2006-07-24 -----END PRIVACY-ENHANCED MESSAGE-----