-----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, NUfEWkeDvtwrhr/jCINKIZxA0bZGnoHTYSGf9nOAuUTrKdGo8WlixYSRL5u0Ppmh XcKN8tRcUZ3F5Ccr210eGA== 0000891092-04-005791.txt : 20041202 0000891092-04-005791.hdr.sgml : 20041202 20041202083206 ACCESSION NUMBER: 0000891092-04-005791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041202 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 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: 041178890 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 e19867_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): December 2, 2004 (December 2, 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 December 2, 2004. The press release announced its November retail sales for the four weeks ended November 27, 2004 and updated guidance for the fourth quarter of 2004. 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 December 2, 2004 (November retail sales for the four weeks ended November 27, 2004 and updated guidance for the fourth quarter of 2004) 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 December 2, 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 December 2, 2004. (November retail sales for the four weeks ended November 27, 2004 and updated guidance for the fourth quarter of 2004) 5 EX-99.1 2 e19867ex99_1.txt PRESS RELEASE Exhibit 99.1 Guess?, Inc. Reports 0.5% Increase in November Comparable Store Sales - Total Retail Sales for November Increase 8.0% - - Updates Fourth Quarter 2004 Guidance - LOS ANGELES, Dec. 2 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES) today reported that total November retail sales for the four weeks ended November 27, 2004 were $46.6 million, an increase of 8.0% from sales of $43.2 million for the four weeks ended November 29, 2003. Comparable store sales for the November period increased 0.5%. The retail sales performance for November 2004 was weaker than the Company anticipated. Despite the strong performance of the Company's more contemporary Marciano line, sales results of the women's business in November were disappointing, particularly in non-denim bottoms. In addition, within the current competitive retail environment and in an effort to maintain clean inventories, the Company increased its promotional activity, negatively impacting November margins. Based on these trends and plans for the rest of the year, the Company is providing the following update to its fourth quarter guidance. The Company now expects total fourth quarter retail sales to increase in the high-single digits on a percentage basis, with December comparable store sales flat versus the year-ago period. The Company now expects overall gross margins to be flat to 50 basis points lower in the fourth quarter of 2004 compared with the fourth quarter of 2003. SG&A expenses in dollars are expected to increase in the fourth quarter of 2004 in the mid- to high-single digits on a percentage basis, primarily to support the Company's larger store base and the roll out of the new Marciano brand. As a result, the Company expects fourth quarter SG&A expenses to be slightly lower as a percent of 2004 revenues compared to 2003 levels. Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, accessories and related consumer products. At November 27, 2004, the Company owned and operated 287 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. For further information, please 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. SOURCE Guess?, Inc. -0- 12/02/2004 /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./ /Web site: http://www.guess.com / (GES) CO: Guess?, Inc. ST: California IN: FAS REA SU: SLS ERP -----END PRIVACY-ENHANCED MESSAGE-----