MOVADO GROUP INC
SC 13G/A, 1999-02-12
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                  Under the Securities and Exchange Act of 1934
                               (Amendment No. 6)*


                               Movado Group, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   624580 10 6
     -----------------------------------------------------------------------
                                 (CUSIP Number)


         * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

         The information required in 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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>

CUSIP NO. 624580 10 6                  13G                     Page 2 of 8 Pages
          -----------                                                           

- --------------------------------------------------------------------------------
1        Name of Reporting Person             Gedalio Grinberg
         S.S. or I.R.S. Identifica-
         tion No. of Above Person
- --------------------------------------------------------------------------------
2        Check the Appropriate Box            (a) [ ]
         if a Member of a Group               (b) [ ]
- --------------------------------------------------------------------------------
3        S.E.C. Use Only

- --------------------------------------------------------------------------------
4        Citizenship or Place of Organization     United States

- --------------------------------------------------------------------------------
Number of Shares           (5)   Sole Voting Power                  493,877
Beneficially               (6)   Shared Voting Power                1,606,030
Owned by Each              (7)   Sole Dispositive Power             493,877
Reporting Person           (8)   Shared Dispositive Power           1,606,030

- --------------------------------------------------------------------------------
9.       Aggregate Amount Beneficially Owned by Each Reporting Person
         2,099,907

- --------------------------------------------------------------------------------
10.      Check if the Aggregate Amount in Row (9) Excludes Certain
         Shares                                                        __X__

         188,500 shares held by Gedalio Grinberg's wife as to which shares he
         disclaims beneficial ownership
- --------------------------------------------------------------------------------
11.      Percent of Class Represented by Amount in Row 9      18.4%

- --------------------------------------------------------------------------------
12.      Type of Reporting Person                             IN

- --------------------------------------------------------------------------------

                                Page 2 of 8 Pages
<PAGE>

CUSIP NO. 624580 10 6                  13G                     Page 3 of 8 Pages
          -----------                                                           

- --------------------------------------------------------------------------------
1        Name of Reporting Person             Efraim Grinberg
         S.S. or I.R.S. Identifica-
         tion No. of Above Person
- --------------------------------------------------------------------------------
2        Check the Appropriate Box            (a) [ ]
         if a Member of a Group               (b) [ ]
- --------------------------------------------------------------------------------
3        S.E.C. Use Only

- --------------------------------------------------------------------------------
4        Citizenship or Place of Organization     United States

- --------------------------------------------------------------------------------
Number of Shares           (5)   Sole Voting Power                  582,901
Beneficially               (6)   Shared Voting Power                487,220
Owned by Each              (7)   Sole Dispositive Power             582,901
Reporting Person           (8)   Shared Dispositive Power           487,220

- --------------------------------------------------------------------------------
9.       Aggregate Amount Beneficially Owned by Each Reporting Person
         1,070,121

- --------------------------------------------------------------------------------
10.      Check if the Aggregate Amount in Row (9) Excludes Certain
         Shares                                                        ____

- --------------------------------------------------------------------------------
11.      Percent of Class Represented by Amount in Row 9      10.3%

- --------------------------------------------------------------------------------
12.      Type of Reporting Person                             IN

- --------------------------------------------------------------------------------

                                Page 3 of 8 Pages
<PAGE>

ITEM 1

         (A)      NAME OF ISSUER

                           Movado Group, Inc.

         (B)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                           125 Chubb Avenue
                           Lyndhurst, New Jersey 07071

ITEM 2

         (A)      NAME OF PERSONS FILING

                           Gedalio Grinberg
                           Efraim Grinberg

         (B)      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

                           125 Chubb Avenue
                           Lyndhurst, New Jersey 07071

         (C)      CITIZENSHIP

                           United States Citizens

         (D)      TITLE OF CLASS OF SECURITIES

                           Common Stock, $.01 par value

         (E)      CUSIP NUMBER

                           624580 10 6


ITEM 3            IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 
                  13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

                  This statement is not filed pursuant to Rules 13d-1(b) or 
                  13d-2(b)

ITEM 4            OWNERSHIP

                  (a)      Amount Beneficially Owned:

                           Gedalio Grinberg:         2,099,907 shares
                           Efraim Grinberg:          1,070,121 shares

                  (b)      Percent of Class:

                           Gedalio Grinberg:         18.4%
                           Efraim Grinberg:          10.3%

                                Page 4 of 8 Pages
<PAGE>

                  (c)      Number of shares as to which such person has:

                           (i)   Sole power to vote or to direct the vote:

                                 Gedalio Grinberg:               493,877
                                 Efraim Grinberg:                582,901

                           (ii)  Shared power to vote or to direct the vote:

                                 Gedalio Grinberg:             1,606,030
                                 Efraim Grinberg:                487,220

                           (iii) Sole power to dispose or to direct the 
                                 disposition of:

                                 Gedalio Grinberg:               493,877
                                 Efraim Grinberg:                582,901

                           (iv)  Shared power to dispose or to direct the
                                 disposition of:

                                 Gedalio Grinberg:             1,606,030
                                 Efraim Grinberg:                487,220

                  (1)      Mr. G. Grinberg beneficially owns 2,099,907 shares of
                           which 5,625 are shares of Common Stock, par value
                           $.01 per share ("Movado Common Stock") owned by Mr.
                           G. Grinberg individually and 55,752 are shares of
                           Movado Common Stock held under Movado Group, Inc.'s
                           ("Movado") 401(k) Plan, the trustees for which are
                           Mr. G. Grinberg and Mr. E. Grinberg, both of whom
                           have shared investment and voting power as to such
                           shares. The balance of Mr. G. Grinberg's shares are
                           shares of Class A Common Stock, par value $.01 per
                           share ("Movado Class A Common Stock"), convertible on
                           a one-for-one basis into shares of Movado Common
                           Stock. Included in total number of shares of Class A
                           Common Stock are 4,778 owned by The Grinberg Family
                           Foundation, a not-for-profit corporation of which Mr.
                           G. Grinberg, his wife and Mr. Leonard L. Silverstein
                           are the directors and as to which shares these three
                           individuals have shared investment and voting power.
                           Also included are 1,545,500 shares of Movado Class A
                           Common Stock owned by Grinberg Partners L.P. of which
                           Grinberg Group Partners is the general partner. Mr.
                           G. Grinberg, being the managing partner of Grinberg
                           Group Partners, has shared power to direct the voting
                           and disposition of the shares owned by Grinberg
                           Partners L.P. Mr. G. Grinberg disclaims beneficial
                           ownership as to the shares owned by The Grinberg
                           Family Foundation and as to the shares held under
                           Movado's 401(k) Plan, except to the extent of his
                           pecuniary interest therein.

                  (2)      Mr. E. Grinberg beneficially owns 1,070,121 shares of
                           which 1,875 are shares of Movado Common Stock,
                           180,000 are shares of Movado Common Stock which Mr.
                           E. Grinberg has the right to acquire by the exercise
                           of options under the issuer's Stock Incentive Plan,
                           and 55,752 are shares of Movado Common Stock held
                           under Movado's 401(k) Plan, the trustees for which
                           are Mr. G. Grinberg and Mr. E. Grinberg, both of whom
                           have shared investment and voting power as to such
                           shares. The balance of Mr. E. Grinberg's shares are
                           shares of Movado Class A Common Stock, convertible on
                           a one-for-one basis into shares of Movado Common
                           Stock. Included in Mr. E. Grinberg's total number of
                           shares of Movado Class A Common Stock are: an
                           aggregate of 281,653 shares held by several trusts
                           for the benefit of Mr. E. Grinberg's siblings and
                           himself, of which trusts Mr. E. Grinberg is sole
                           trustee. As sole trustee, Mr. E. Grinberg has sole
                           investment and voting power with respect to the
                           shares held by such trusts. In addition, the amount
                           of shares reported for Mr. E. Grinberg includes

                                Page 5 of 8 Pages
<PAGE>

                           an aggregate of 431,468 shares of Movado Class A
                           Common Stock held by several trusts for the benefit
                           of Mr. E. Grinberg's siblings and himself, of which
                           trusts Mr. E. Grinberg is co-trustee with Mr. Leonard
                           L. Silverstein. As co-trustee, Mr. E. Grinberg has
                           shared investment and voting power with Mr. Leonard
                           L. Silverstein with respect to the shares held by
                           such trusts. Mr. E. Grinberg disclaims beneficial
                           ownership as to the 477,107 shares held by the trusts
                           for the benefit of his siblings of which he is
                           trustee or co-trustee and of the 55,752 shares held
                           under Movado's 401(k) Plan except to the extent of
                           his pecuniary interest therein.

ITEM 5            OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

                  Not applicable.

ITEM 6            OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 
                  PERSON

                  See Item 4.

ITEM 7            IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
                  COMPANY

                  Not applicable.

ITEM 8            IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

                  Not applicable.

ITEM 9            NOTICE OF DISSOLUTION OF GROUP

                  Not applicable.

ITEM 10           CERTIFICATION

                  Not applicable.

                                Page 6 of 8 Pages
<PAGE>

                                    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.

                                    February 12, 1999
                                    -----------------
                                          Date


                                    /s/ Gedalio Grinberg
                                    --------------------
                                    Gedalio Grinberg

 
                                    /s/ Efraim Grinberg
                                    -------------------
                                    Efraim Grinberg

Exhibits
- --------

         Exhibit 1      Joint Filing Agreement

                                Page 7 of 8 Pages


                                    EXHIBIT 1


                             JOINT FILING AGREEMENT
                             ----------------------

         We, the signatories of the statement on Schedule 13G to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.


Dated: February 12, 1999

                                    /s/ Gedalio Grinberg
                                    --------------------
                                    Gedalio Grinberg

 
                                    /s/ Efraim Grinberg
                                    -------------------
                                    Efraim Grinberg

                                Page 8 of 8 Pages


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