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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 20)
Under the Securities Exchange Act of 1934
Farah Incorporated
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
30738710
(CUSIP Number of Class of Securities)
Michael D. Donahue, Esq.
Donahue, Mesereau & Leids LLP
1900 Avenue of the Stars
Suite 2700
Los Angeles, California 90067
(310) 277-1441
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 1997
(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 which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following
/ /
Check the following box if a fee is being paid with this Statement:
/ /
Page 1 of 11 Pages
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CUSIP No. 30738710
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Georges Marciano
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) / /
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 405,900
NUMBER OF :---------------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :---------------------------------------------------
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 405,900
PERSON WITH :---------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
405,900
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.0%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
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CUSIP No. 30738710 13D
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON: Georges Marciano Trust
S.S. OR I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON:
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) / /
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
: 405,900
NUMBER OF :-------------------------------------------------
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :-------------------------------------------------
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 405,900
PERSON WITH :-------------------------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
405,900
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.0%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
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This Amendment No. 20 (the "Amendment No. 20") amends and
supplements the statement on Schedule 13D (the "Schedule 13D"), dated August 14,
1992, Amendment No. 1 of Schedule 13D, filed October 5, 1992, Amendment No. 2 of
Schedule 13D, filed December 11, 1992, Amendment No. 3 of Schedule 13D, filed
December 29, 1992, Amendment No. 4 of Schedule 13D, filed January 7, 1993,
Amendment No. 5 of Schedule 13D, filed January 26, 1993, Amendment No. 6 of
Schedule 13D, filed January 29, 1993, Amendment No. 7 of Schedule 13D, filed
February 12, 1993, Amendment No. 8 of Schedule 13D, filed February 24, 1993,
Amendment No. 9 of Schedule 13D, filed March 15, 1993, Amendment No. 10 of
Schedule 13D, filed March 30, 1993, Amendment No. 11 of Schedule 13D, filed
September 24, 1993, Amendment No. 12 of Schedule 13D filed March 26, 1994,
Amendment No. 13 of Schedule 13D filed April 27, 1994, Amendment No. 14 of
Schedule 13D filed January 24, 1996, Amendment No. 15 of Schedule 13D dated
March 13, 1996, Amendment No. 16 of Schedule 13D, dated June 19, 1996, Amendment
No. 17 of Schedule 13D, dated September 26, 1996, Amendment No. 18 of Schedule
13D, dated January 7, 1997, and Amendment No. 19 of Schedule 13D, dated March
21, 1997 relating to the Common Stock, no par value per share (the "Common
Stock" or the "Shares"), issued by Farah Incorporated, a Texas corporation (the
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended (the "Act").
Unless otherwise indicated, each capitalized term used but not
otherwise defined in this Amendment No. 20 shall have the meaning assigned to
such term in the Schedule 13D.
The information set forth in the Exhibits attached hereto is
hereby expressly incorporated herein by reference and the response to each item
of this Amendment No. 20 is qualified in its entirety by the provisions of such
exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and supplemented as follows:
(a) This Statement is being filed by Georges Marciano and the Georges
Marciano Trust (the "Trust") (collectively, Georges Marciano and the Trust may
hereinafter be referred to as the "Reporting Persons").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented as follows:
The Reporting Persons hold the Shares for purposes of investment.
Subject to applicable legal and contractual
Page 4 of 11 Pages
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requirements, and depending upon their evaluations of the Company's business and
prospects, future developments, market conditions and other factors, the
Reporting Persons, may, from time to time, purchase additional Shares or sell or
cause to be sold, all or a portion of these Shares for which the Reporting
Persons exercise voting or dispositive power, either in open market or privately
negotiated transactions or otherwise.
The Reporting Persons have no plans or proposals which relate to Items
4(a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented as follows:
(a) Georges Marciano is the sole trustee of the Trust and
consequently may be deemed to beneficially own the 405,900 Shares held directly
by the Trust, representing approximately 4.0% of the Shares outstanding.
The Trust is the direct beneficial owner of 405,900
Shares, representing approximately 4.0% of the Shares outstanding.
The Reporting Persons, in the aggregate, beneficially
own 405,900 Shares, representing approximately 4.0% of the Shares outstanding.
The percentage of Shares outstanding reported as beneficially owned by each
person herein on the date hereof is based upon the Company's Form 10-Q for the
Quarter Ended February 2, 1997 so that the Reporting Person's information is
that the total Shares issued and outstanding as of March 7, 1997 was 10,258,371
Shares.
(b) Georges Marciano has sole voting and dispositive power
with respect to the 405,900 Shares directly owned by the Trust.
The Trust has sole voting and dispositive power with
respect to the 405,900 Shares directly owned by it.
(c) Except as set forth on Exhibit 45, no transactions in
Shares were effected since March 25, 1997 by the Reporting Persons.
(d) Not Applicable.
(e) The Reporting Persons ceased to be the beneficial owners
of more than 5.0% of the Shares on April 2, 1997.
Page 5 of 11 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 44 Joint Filing Agreement among the Reporting Persons
pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 45 Transactions of Reporting Persons since March 25, 1997.
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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: April 17, 1997
GEORGES MARCIANO
/s/ Georges Marciano
---------------------------------------
Georges Marciano
Page 7 of 11 Pages
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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: April 17, 1997
GEORGES MARCIANO TRUST
By: /s/ Georges Marciano
------------------------------------
Name: Georges Marciano
Title: Georges Marciano,
Trustee
Page 8 of 11 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title Page
- ------ ----- ----
<S> <C> <C>
44 Joint Filing Agreement among the Reporting 10
Persons pursuant to Rule 13d-1(f)(1)(iii).
45 Transactions of Reporting Persons since 11
March 25, 1997.
</TABLE>
Page 9 of 11 Pages
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EXHIBIT 44
JOINT FILING AGREEMENT
Agreement among Georges Marciano and the Georges Marciano Trust,
whereby, in accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, each of the persons named below agrees to the joint filing on behalf of
each of them of a Statement on Schedule 13D with respect to the equity
securities of Farah Incorporated and further agrees that this Joint Filing
Agreement be included as an exhibit to such joint filings provided that, as
contemplated by Section 13D-1(f)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Agreement in counterpart as of this 17th day of April, 1997.
/s/ Georges Marciano
---------------------------------------
Georges Marciano
THE GEORGES MARCIANO TRUST
/s/ Georges Marciano
---------------------------------------
Name: Georges Marciano
Title: Trustee
Page 10 of 11 Pages
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EXHIBIT 45
The following table sets forth information with respect to each
transaction in the Shares by each of the Reporting Persons since March 25, 1997.
All transactions were effected in the open market on a national securities
exchange through a broker and reflects the trade date of each such transaction.
Transactions in Shares by the
Georges Marciano Trust
<TABLE>
<CAPTION>
Number of Shares
Date Purchased/(Sold) Price Per Share*
---- ---------------- ----------------
<S> <C> <C>
04/02/97 (20,000) $10.125
04/02/97 (30,000) $10.000
04/04/97 (50,000) $10.125
04/15/97 (20,000) $10.750
04/15/97 (30,000) $11.000
</TABLE>
- -----------------------------------------------------
* Excludes brokerage commissions and fees of approximately
$.06 per Share.
Page 11 of 11 Pages
