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): July 11, 2005
G-III Apparel Group, Ltd.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-18183 41-1590959
(Commission File Number) (IRS Employer Identification No.)
512 Seventh Avenue
New York, NY 10018
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 403-0500
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 (see General Instruction A.2. below):
[ ] 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 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On July 11, 2005, G-III Apparel Group, Ltd. issued a press release
announcing two acquisitions and a new credit facility.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
99.1. Press Release of G-III Apparel Group, Ltd issued on July 11,
2005 relating to two acquisitions and a new credit facility.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information
reported under Item 8.01 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
G-III Apparel Group, Ltd.
By: /s/ Wayne Miller
Wayne S. Miller
Chief Financial Officer
Dated: July 11, 2005
G-III APPAREL GROUP, LTD.
For: G-III Apparel Group, Ltd.
Contact: Investor Relations
James Palczynski
(203) 222-9013
G-III Apparel Group, Ltd.
Wayne S. Miller, Chief Operating Officer
(212) 403-0500
G-III APPAREL GROUP, LTD. ANNOUNCES TWO OUTERWEAR ACQUISITIONS
-- G-III to Hold Licenses for Calvin Klein, Guess, St. John Knits, Tommy
Hilfiger, Ellen Tracy, and Others--
--Acquires the Marvin Richards and Winlit Brands--
--Aggregate Annual Sales Volume of Acquired Businesses in Excess of $100
million--
New York, New York - July 11, 2005 -- G-III Apparel Group, Ltd.
(Nasdaq: GIII), a leading manufacturer and distributor of outerwear and
sportswear, today announced that it has acquired two privately-held outerwear
businesses, Marvin Richards and Winlit. Both transactions are expected to be
accretive to G-III's net income per share for this fiscal year and to complement
the Company's existing group of licensed and private label programs. The
acquisitions are expected to result in opportunities for expense leverage,
economies of scale, and sales growth.
Morris Goldfarb, Chairman and Chief Executive Officer of G-III Apparel
Group Ltd. said, "It has become highly important, given the accelerating
consolidation of retailers and apparel manufacturers, to heighten our
competitiveness and to position our Company to service the needs of an
increasingly demanding base of customers. Through these transactions, we expect
to improve our position in our industry and look forward to demonstrating the
benefits of our new business structure to our customers and shareholders."
Jeanette Nostra, President of G-III, said "We believe our customers and
the market will react enthusiastically to the added diversity of our product
offerings that will result from these transactions."
The Company has acquired J. Percy for Marvin Richards, Ltd. and
affiliated companies for $19.2 million and 466,666 shares of G-III common stock.
G-III may also be required to issue up to 150,000 additional shares of its
common stock based on the future market price of its shares. The sellers will
also be entitled to receive additional purchase price based on the performance
of the Company's new Marvin Richards division through the fiscal year ending
January 31, 2009. In addition to a sizable business under its own Marvin
Richards brand, as a result of this acquisition G-III now has licenses with
Calvin Klein for
G-III APPAREL GROUP, LTD. REPORTS FIRST QUARTER FISCAL 2006 RESULTS
men's and women's outerwear and with St. John Knits for all women's outerwear.
Marvin Richards also conducts a variety of private label programs.
Sammy Aaron, the president of Marvin Richards, will become president of
the new Marvin Richards division of G-III, as well as Vice Chairman of G-III. He
will also become a director of G-III. Mr. Aaron commented, "My partners, Lee
Lipton and Andy Reid, and I are incredibly pleased to join forces with G-III. We
have long respected and admired their position as one of the world's leading
outerwear companies. I look forward to both joining the Company's executive
management team and to further strengthening our market presence."
G-III acquired the operating assets of Winlit Group, Ltd. for
approximately $7.3 million. The seller will also be entitled to receive
additional purchase price based on the performance of the Company's new Winlit
division through the fiscal year ending January 31, 2009. As a result of this
acquisition, G-III will now have the license for all outerwear for both men and
women under the Guess? brand name, for leather outerwear under the Tommy
Hilfiger brand name, as well as licenses for Ellen Tracy, London Fog, Pacific
Trail, and BCBG by Max Azria. The Winlit division also conducts a variety of
private label programs.
David Winn, the president of Winlit Group, Ltd., will join G-III as
president of the Company's new Winlit division. He commented, "I am proud to
join the G-III team and to combine our strong suite of brands with the superior
operating capabilities of our new partners. We believe that the combination will
make our businesses much stronger and we are looking forward to continuing to
build on our reputation and relationships to grow the combined businesses."
Morris Goldfarb, concluded, "We are thrilled to have Sammy and David
and their respective teams become part of the GIII organization and look forward
to supporting the growth of these businesses".
To finance the acquisitions and fund its increased need for working
capital, G-III entered into a new $195.0 million secured bank facility led by
CIT Group/Commercial Services, Inc., consisting of a three year revolving credit
line with a maximum capacity of $165.0 million and a three year term loan in the
principal amount of $30.0 million. Wayne S. Miller, G-III's Chief Operating and
Financial Officer said, "We believe that CIT has a thorough understanding of our
business and our strategic objectives. CIT was one of the lenders under our
prior credit facility and we look forward to a very successful relationship with
CIT and the rest of our bank group."
"We fully support G-III in its acquisition strategy," said John F.
Daly, President of CIT Commercial Services. "We are dedicated to the apparel
industry and are delighted to continue our relationship with G-III and Morris
Goldfarb."
G-III APPAREL GROUP, LTD. REPORTS FIRST QUARTER FISCAL 2006 RESULTS
A conference call to discuss the acquisitions will be held Tuesday,
July 12, 2005 at 8:30 a.m. While the question-and-answer session of the call
will be limited to institutional analysts and investors, retail brokers and
individual investors are invited to listen to a live webcast. The broadcast will
be hosted at www.viavid.net. The G-III webcast can be accessed via the "events"
section of the site.
ABOUT G-III APPAREL GROUP, LTD.
G-III Apparel Group, Ltd. is a leading manufacturer and distributor of
outerwear and sportswear under licensed labels, our own labels and private
labels. The Company has fashion licenses, among others, with Kenneth Cole,
Calvin Klein, Nine West, Cole Haan, Guess?, Jones Apparel, Sean John, Cece Cord,
Izod, St. John Knits, House of Dereon, Ellen Tracy, Tommy Hilfiger, Donald
Trump, James Dean and sports licenses with the National Football League,
National Basketball Association, Major League Baseball, National Hockey League,
Louisville Slugger, NASCAR, World Poker Tour and more than 60 universities
nationwide. Company-owned labels include, among others, Marvin Richards, Black
Rivet, Colebrook and Siena Studio.
Statements concerning the Company's business outlook or future economic
performance, anticipated revenues, expenses or other financial items; product
introductions and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events, conditions,
performance or other matters are "forward-looking statements" as that term is
defined under the Federal Securities laws. Forward-looking statements are
subject to risks, uncertainties and factors that include, but are not limited
to, reliance on licensed product, reliance on foreign manufacturers, the nature
of the apparel industry, including changing customer demand and tastes,
seasonality, customer acceptance of new products, the impact of competitive
products and pricing, dependence on existing management, general economic
conditions, as well as other risks detailed in the Company's filings with the
Securities and Exchange Commission. The Company assumes no obligation to update
the information in this release.