-----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, PwKIA5TA7mMCntf8BgsFNn0sozGX6j8Sc8xYIkWz0+IwFjh+/XLDkRlOt15ksnql e/ZsmREVOqIK/FsPoHVvaA== 0000891092-04-004812.txt : 20041015 0000891092-04-004812.hdr.sgml : 20041015 20041015084239 ACCESSION NUMBER: 0000891092-04-004812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041015 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041015 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11893 FILM NUMBER: 041079896 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 8-K 1 e19295_8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2004 (October 15, 2004) GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Number) (IRS Employer Identification No.) 1444 S. Alameda Street Los Angeles, California 90021 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 765-3100 Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) ================================================================================ Item 7.01. Regulation FD Disclosure. Guess?, Inc. issued a press release on October 15, 2004. The press release announced its plans to buy its European jeanswear licensee. The press release is attached as Exhibit 99.1 and is hereby incorporated by reference in its entirety. The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 2 Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of Guess?, Inc. dated October 15, 2004 (Guess?, Inc. Plans to Buy its European Jeanswear Licensee) 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Los Angeles, State of California, on October 15, 2004. GUESS?, INC. By: /s/ Maurice Marciano ------------------------------ Maurice Marciano Co-Chairman of the Board, Co-Chief Executive Officer and Director 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Guess?, Inc. dated October 15, 2004. (Guess?, Inc. Plans to Buy its European Jeanswear Licensee) 5 EX-99.1 2 e19295ex99_1.txt PRESS RELEASE Guess?, Inc. Plans to Buy Its European Jeanswear Licensee LOS ANGELES, Oct. 15 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES) has announced that its wholly-owned subsidiary, Guess Italia S.r.l., has agreed to acquire 90% of the shares of Maco Apparel, S.p.A. ("Maco"), the Italian licensee of Guess jeanswear for men and women in Europe, from Fingen Apparel B.V. Guess?, Inc. currently owns the remaining 10% of Maco. The closing of the transaction is anticipated to occur in January, 2005, subject to the completion of final documentation and due diligence. "The acquisition of our European jeanswear licensee at this time is a tremendous fit with the rest of our organization from a cultural, strategic and operational point of view. Guess's global platform will provide the resources to greatly expand our European operations. Part of the transaction will include stores in Rome, Milan and Paris as well as in London and Amsterdam," said Maurice Marciano, Co-Chairman and Co-CEO of Guess?, Inc. Guess?, Inc. plans to open many new stores throughout Europe, either directly or through its distributors, in cities such as Istanbul, Budapest, Warsaw and Barcelona. Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, accessories and related consumer products. At September 25, 2004 the Company owned and operated 269 retail stores in the United States and Canada. The Company also distributes its products through better department and specialty stores around the world. For more information about the Company, please visit www.guess.com. Except for historical information contained herein, certain matters discussed in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods and other future events to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ from current expectations include, among other things, the continued availability of sufficient working capital, the successful integration of new stores into existing operations, the continued desirability and customer acceptance of existing and future product lines (including licensed product lines), possible cancellations of wholesale orders, the success of competitive products, and the availability of adequate sources of capital. In addition to these factors, the economic and other factors identified in the Company's most recent annual report on Form 10-K for the fiscal year ended December 31, 2003 including but not limited to the risk factors discussed therein, could affect the forward-looking statements contained herein and in the Company's other public documents. Contact: Carlos Alberini President & Chief Operating Officer (213) 765-3582 Frederick G. Silny SVP & Chief Financial Officer (213) 765-3289 Wendi Kopsick Kekst and Company (212) 521-4800 SOURCE Guess?, Inc. -0- 10/15/2004 /CONTACT: Carlos Alberini, President & Chief Operating Officer, +1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer, +1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick of Kekst and Company, +1-212-521-4800, for Guess?, Inc./ /First Call Analyst: / /FCMN Contact: paulme@guess.com / /Web site: http://www.guess.com / (GES) CO: Guess?, Inc.; Guess Italia S.r.l.; Maco Apparel, S.p.A. ST: California IN: REA FAS SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----