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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 19)
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)
March 21, 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:
/ /
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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*
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
: 555,900
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 555,900
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
555,900
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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*
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
: 555,900
NUMBER OF :
SHARES : (8) SHARED VOTING POWER
BENEFICIALLY : -0-
OWNED BY :
EACH : (9) SOLE DISPOSITIVE POWER
REPORTING : 555,900
PERSON WITH :
:(10) SHARED DISPOSITIVE POWER
: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
555,900
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES*
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
(14) TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 19 (the "Amendment No. 19") 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 and
Amendment No. 18 of Schedule 13D, dated January 7, 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. 19 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. 19 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
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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 555,900
Shares held directly by the Trust, representing approximately
5.4% of the Shares outstanding.
The Trust is the direct beneficial owner of
555,900 Shares, representing approximately 5.4% of the Shares
outstanding.
The Reporting Persons, in the aggregate,
beneficially own 555,900 Shares, representing approximately 5.4%
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 555,900 Shares directly owned by the
Trust.
The Trust has sole voting and dispositive power
with respect to the 555,900 Shares directly owned by it.
(c) Except as set forth on Exhibit 43, no transactions
in Shares were effected during the past 60 days by the Reporting
Persons.
(d) Not Applicable.
(e) Not Applicable.
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Item 7. Material to be Filed as Exhibits
Exhibit 42 Joint Filing Agreement among the Reporting
Persons pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 43 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: March 26, 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: March 26, 1997
GEORGES MARCIANO TRUST
By: /s/ Georges Marciano
----------------------------
Name: Georges Marciano
Title: Georges Marciano,
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Trustee
EXHIBIT INDEX
Exhibit
Number Title Page
42 Joint Filing Agreement among the Reporting 10
Persons pursuant to Rule 13d-1(f)(1)(iii).
43 Transactions of Reporting Persons during 11
the past 60 days.
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EXHIBIT 42
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 26th
day of March, 1997.
/s/ Georges Marciano
---------------------------
Georges Marciano
THE GEORGES MARCIANO TRUST
/s/ Georges Marciano
---------------------------
Name: Georges Marciano
Title: Trustee
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EXHIBIT 43
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*
03/17/97 (40,000) $10.000
03/19/97 (30,000) $10.000
03/19/97 (20,000) $10.125
03/21/97 (20,000) $10.000
03/24/97 (20,000) $10.000
03/25/97 (30,000) $10.125
03/25/97 (50,000) $10.250
_____________________________________________________
* Excludes brokerage commissions and fees of approximately
$.06 per Share.
