SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Guess?, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
401617 10 5
(CUSIP Number)
Maurice Marciano
Guess?, Inc.
1444 South Alameda Street
(213) 765-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 2004
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 5 Pages
CUSIP NO. 401617 10 5 Schedule 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maurice Marciano
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Item 2(d) [__]
Item 2(e) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
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7 SOLE VOTING POWER
NUMBER OF 16,145,894
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SHARES
8 SHARED VOTING POWER
BENEFICIALLY 10,000
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,145,894
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 10,000
CUSIP NO. 401617 10 5 Schedule 13D Page 3 of 5 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,155,894
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.8%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 401617 10 5 Schedule 13D Page 4 of 5 Pages
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends or
amends and restates, where indicated, the statement on Schedule 13D relating to
the Common Stock of the Issuer filed by Mr. Marciano with the Securities and
Exchange Commission on June 10, 2003 (the "Initial Schedule 13D"), as amended by
Amendment No. 1 to Schedule 13D filed by Mr. Marciano with the Securities and
Exchange Commission on June 21, 2004 ("Amendment No. 1"). Capitalized terms used
in this Amendment No. 2 but not otherwise defined herein have the meanings given
to them in the Initial Schedule 13D or Amendment No. 1.
This Amendment No. 2 is being made to supplement Amendment No. 1 to
file the sales plan described therein as Exhibit 5 hereto. Except as otherwise
set forth herein, this Amendment No. 2 does not modify any of the information
previously reported by Mr. Marciano in the Initial Schedule 13D or
Amendment No. 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Termination of Amended and Restated Shareholders' Agreement
dated as of May 12, 2003 (incorporated by reference to
Exhibit 1 of the statement on Schedule 13D filed on
June 10, 2003 by Guess?, Inc. (File No. 005-50255))
Exhibit 2 Registration Rights Agreement dated as of August 1, 1996
(incorporated by reference to Exhibit 10.14 of the
Quarterly Report on Form 10-Q filed on October 23, 1996
by Guess?,Inc. (File No. 001-11893))
Exhibit 3 Letter agreement dated February 10, 2003 between the Issuer
and the Armand Marciano Trust (incorporated by reference
to Exhibit 4 of the statement on Schedule 13D filed on
March 24, 2003 by Guess?, Inc. (File No. 005-50255))
Exhibit 4 Letter agreement dated February 10, 2003 among the Maurice
Marciano Trust, the Paul Marciano Trust, the Paul Marciano
1996 Grantor Retained Annuity Trust, the Armand Marciano
1996 Grantor Retained Annuity Trust and the Armand Marciano
Trust (incorporated by reference to Exhibit 5 of the
statement on Schedule 13D filed on March 24, 2003 by
Guess?, Inc. (File No. 005-50255))
Exhibit 5 Sales Plan dated as of June 9, 2004 between Maurice
Marciano and Goldman, Sachs & Co.
CUSIP NO. 401617 10 5 Schedule 13D Page 5 of 5 Pages
SIGNATURE
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: July 7, 2004
MAURICE MARCIANO
/s/ Maurice Marciano
__________________________________________
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
Exhibit No. Description
1 Termination of Amended and Restated Shareholders'
Agreement dated as of May 12, 2003(incorporated by
reference to Exhibit 1 of the statement on Schedule 13D
filed on June 10, 2003 by Guess?, Inc.
(File No. 005-50255))
2 Registration Rights Agreement dated as of August 1, 1996
(incorporated by reference to Exhibit 10.14 of the
Quarterly Report on Form 10-Q filed on October 23, 1996
by Guess?, Inc. (File No. 001-11893))
3 Letter agreement dated February 10, 2003 between the
Issuer and the Armand Marciano Trust (incorporated by
reference to Exhibit 4 of the statement on Schedule 13D
filed on March 24, 2003 by Guess?, Inc.
(File No. 005-50255))
4 Letter agreement dated February 10, 2003 among the
Maurice Marciano Trust, the Paul Marciano Trust, the
Paul Marciano 1996 Grantor Retained Annuity Trust,
the Armand Marciano 1996 Grantor Retained Annuity Trust
and the Armand Marciano Trust (incorporated by reference
to Exhibit 5 of the statement on Schedule 13D filed on
March 24, 2003 by Guess?, Inc. (File No. 005-50255))
5 Sales Plan dated as of June 9, 2004 between Maurice
Marciano and Goldman, Sachs & Co.