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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 18)
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
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)
January 7, 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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SCHEDULE 13D
CUSIP No. 30738710
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Georges Marciano
S.S. OR I.R.S. IDENTIFICATION NO. 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*
PF
- --------------------------------------------------------------------------------
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
765,900 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 765,900 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,900 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 11 PAGES
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SCHEDULE 13D
CUSIP No. 30738710
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Georges Marciano Trust
S.S. OR I.R.S. IDENTIFICATION NO. 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*
PF
- --------------------------------------------------------------------------------
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
765,900 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 765,900 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,900 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 11 PAGES
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This Amendment No. 18 (the "Amendment No. 18") 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, and
Amendment No. 17 of Schedule 13D, dated September 26, 1996 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. 18 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. 18 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 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
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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 765,900 Shares held directly
by the Trust, representing approximately 7.5% of the Shares outstanding.
The Trust is the direct beneficial owner of
765,900 Shares, representing approximately 7.5% of the Shares
outstanding.
The Reporting Persons, in the aggregate,
beneficially own 765,900 Shares, representing approximately 7.5% 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 August 4, 1996 so that the Reporting Person's information
is that the total Shares issued and outstanding as of September 11, 1996 was
10,167,811 Shares.
(b) Georges Marciano has sole voting and dispositive power
with respect to the 765,900 Shares directly owned by the Trust.
The Trust has sole voting and dispositive power
with respect to the 765,900 Shares directly owned by it.
(c) Except as set forth on Exhibit 41, no transactions in
Shares were effected during the past 60 days by the Reporting Persons.
(d) Not Applicable.
(e) Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 40 Joint Filing Agreement among the Reporting
Persons pursuant to Rule 13d-1(f)(1)(iii).
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Exhibit 41 Transactions of Reporting Persons during the
past 60 days.
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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: January 9, 1997
GEORGES MARCIANO
/s/ Georges Marciano
------------------------
Georges Marciano
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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: January 9, 1997
GEORGES MARCIANO TRUST
By: /s/ Georges Marciano
------------------------
Name: Georges Marciano
Title: Georges Marciano,
Trustee
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EXHIBIT INDEX
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Exhibit
Number Title Page
- ------ ----- ----
40 Joint Filing Agreement among the Reporting 10
Persons pursuant to Rule 13d-1(f)(1)(iii).
41 Transactions of Reporting Persons during 11
the past 60 days.
Page 9 of 11 Pages
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EXHIBIT 40
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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 9th day of January, 1997.
/s/ Georges Marciano
---------------------------------
Georges Marciano
THE GEORGES MARCIANO TRUST
/s/ Georges Marciano
---------------------------------
Name: Georges Marciano
Title: Trustee
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EXHIBIT 41
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The following table sets forth information with respect to each
transaction in the Shares by each of the Reporting Persons during the past 60
days. 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
----------------------
Number of Shares
Date Purchased/(Sold) Price Per Share*
---- ---------------- ----------------
12/20/96 (12,000) $7.375
01/07/97 ( 8,000) $7.750
- -----------------------------------------------------
* Excludes brokerage commissions and fees of approximately
$.06 per Share.
Page 11 of 11 Pages
