<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
G-III APPAREL GROUP, LTD.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
[Logo]
Dear Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held on Thursday, June 18, 1998 at 10:00 A.M., Eastern
Daylight Time, at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue,
31st Floor, New York, New York 10103.
The formal Notice of Meeting and the accompanying Proxy Statement set forth
proposals for your consideration this year. You are being asked to elect
directors and to ratify the appointment of Grant Thornton LLP as the independent
certified public accountants of the Company.
At the meeting, the Board of Directors will also report on the affairs of
the Company, and a discussion period will be provided for questions and comments
of general interest to stockholders.
We look forward to greeting personally those of you who are able to be
present at the meeting. However, whether or not you are able to be with us at
the meeting, it is important that your shares be represented. Accordingly, you
are requested to sign, date and mail, at your earliest convenience, the enclosed
proxy in the envelope provided for your use.
Thank you for your cooperation.
Very truly yours,
/s/ MORRIS GOLDFARB
MORRIS GOLDFARB
Chief Executive Officer
May 18, 1998
<PAGE>
<PAGE>
G-III APPAREL GROUP, LTD.
345 WEST 37TH STREET
NEW YORK, NEW YORK 10018
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 18, 1998
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of G-III
Apparel Group, Ltd. (the 'Company') will be held on Thursday, June 18, 1998 at
10:00 A.M., Eastern Standard Time, at the offices of Fulbright & Jaworski
L.L.P., 666 Fifth Avenue, 31st Floor, New York, New York 10103, for the
following purposes:
(1) To elect nine directors to serve for the ensuing year.
(2) To consider and act upon a proposal to ratify the appointment of
Grant Thornton LLP as the Company's independent certified public
accountants for the fiscal year ending January 31, 1999.
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 6, 1998 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
EACH STOCKHOLDER IS URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY
AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. No postage is required if the
proxy is mailed in the United States. Stockholders who attend the Annual Meeting
may revoke their proxy and vote their shares in person.
By Order of the Board of Directors
ALAN FELLER
Secretary
New York, New York
May 18, 1998
<PAGE>
<PAGE>
G-III APPAREL GROUP, LTD.
345 WEST 37TH STREET
NEW YORK, NEW YORK 10018
-------------------------------
PROXY STATEMENT
-------------------------------
GENERAL INFORMATION
GENERAL
This Proxy Statement (first mailed to stockholders on or about May 18,
1998) is furnished to the holders of Common Stock, par value $.01 per share (the
'Common Stock'), of G-III Apparel Group, Ltd. (the 'Company') in connection with
the solicitation by the Board of Directors of the Company of proxies for use at
the Annual Meeting of Stockholders (the 'Annual Meeting'), or at any adjournment
thereof, pursuant to the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting will be held on Thursday, June 18, 1998, at 10:00 A.M.,
Eastern Daylight Time, at the offices of Fulbright & Jaworski L.L.P., 666 Fifth
Avenue, 31st Floor, New York, New York 10103.
It is proposed that at the Annual Meeting: (i) nine directors will be
elected and (ii) the appointment of Grant Thornton LLP as the independent
certified public accountants of the Company for the fiscal year ending January
31, 1999 will be ratified.
Management currently is not aware of any other matters which will come
before the Annual Meeting. If any other matters properly come before the Annual
Meeting, the persons designated as proxies intend to vote in accordance with
their best judgment on such matters.
Proxies for use at the Annual Meeting are being solicited by the Board of
Directors of the Company. Proxies will be solicited chiefly by mail; however,
certain officers, directors, employees and agents of the Company, none of whom
will receive additional compensation therefor, may solicit proxies by telephone,
telegram or other personal contact. The Company will bear the cost of the
solicitation of the proxies, including postage, printing and handling, and will
reimburse the reasonable expenses of brokerage firms and others for forwarding
material to beneficial owners of shares of Common Stock.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting and a return envelope for the
proxy are enclosed. Unless otherwise indicated on the form of proxy, shares of
Common Stock represented by any proxy in the enclosed form, assuming the proxy
is properly executed and received by the Company prior to the Annual Meeting,
will be voted with respect to the following items on the agenda: (i) the
election of each of the nominees for director as shown on the form of proxy and
(ii) the appointment of Grant Thornton LLP as the independent certified public
accountants of the Company.
Stockholders may revoke the authority granted by their execution of a proxy
at any time prior to the effective exercise of the powers conferred by that
proxy, by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the meeting. Shares of Common Stock represented by executed and unrevoked
proxies will be voted in accordance with the instructions specified in such
proxies. If no specifications are given, the proxies
<PAGE>
<PAGE>
intend to vote the shares represented thereby 'for' the election of each of the
nominees for director as shown on the form of proxy and 'for' the ratification
of the appointment of Grant Thornton LLP as the independent certified public
accountants of the Company, and in accordance with their best judgment on any
other matters which may properly come before the meeting.
RECORD DATE AND VOTING RIGHTS
On May 6, 1998, there were 6,514,286 shares of Common Stock outstanding,
each of which shares is entitled to one vote upon each of the matters to be
presented at the Annual Meeting. Only stockholders of record at the close of
business on May 6, 1998 are entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof. The holders of a majority of the outstanding
shares of Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will
be counted for purposes of determining the presence or absence of a quorum, but
will not be counted with respect to the specific matter being voted upon.
'Broker non-votes' are shares held by brokers or nominees which are present in
person or represented by proxy, but which are not voted on a particular matter
because instructions have not been received from the beneficial owner.
The affirmative vote of the holders of a plurality of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting is required for the election of directors. The affirmative vote
of the holders of a majority of the shares of Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required for
the ratification of the appointment of Grant Thornton LLP.
2
<PAGE>
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK BY
CERTAIN STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of April 1, 1998 (except as
otherwise noted in the footnotes) regarding the beneficial ownership of the
Company's Common Stock of: (i) each person known by the Company to own
beneficially more than five percent of the outstanding Common Stock; (ii) each
director and nominee for director of the Company; (iii) each executive officer
named in the Summary Compensation Table (see 'Executive Compensation' below);
and (iv) all directors and executive officers of the Company as a group. Except
as otherwise specified, the named beneficial owner has the sole voting and
investment power over the shares listed.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE
BENEFICIAL OWNERSHIP OF OF
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- ---------------------------------------------------------------------- ----------------------- ------------
<S> <C> <C>
Aron Goldfarb(1)...................................................... 1,256,816(2) 18.9%
Morris Goldfarb(1).................................................... 2,402,349(3) 35.0%
Lyle Berman .......................................................... 310,550(4) 4.8%
433 Bushaway Road
Wayzata, MN 55391
Thomas J. Brosig ..................................................... 14,600(5) *
4695 Forestview Lane
Plymouth, MN 55442
Alan Feller(1)........................................................ 51,375(6) *
Carl Katz(1).......................................................... 46,950(7) *
Willem van Bokhorst .................................................. 5,460(8) *
c/o Smeets Thesseling van Bokhorst Spigt
805 Third Avenue
New York, NY 10022
Sigmund Weiss ........................................................ 13,275(9) *
c/o Green & Weiss
225 West 34th Street
New York, NY 10001
George J. Winchell ................................................... 2,250(10) *
c/o Sea Oaks
8785 Lakeside Boulevard
Vero Beach, FL 32963
Dimensional Fund Advisors Inc.(11) ................................... 458,665 7.0%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Wynnefield Partners Small Cap Value, L.P. ............................ 352,880(12) 5.4%
One Penn Plaza
Suite 4720
New York, New York 10119
Jeanette Nostra-Katz(1)............................................... 91,050(13) 1.3%
Keith S. Jones(1)..................................................... 68,125(14) 1.0%
All directors and executive officers as a group (14 persons).......... 4,311,150(15) 59.2%
</TABLE>
- ------------
* Less than one percent.
(footnotes continued on next page)
3
<PAGE>
<PAGE>
(footnotes continued from previous page)
(1) The address of such individual is c/o G-III Apparel Group, Ltd., 345 West
37th Street, New York, New York 10018.
(2) Includes 133,750 shares of Common Stock which may be acquired within 60
days upon the exercise of options.
(3) Includes 364,250 shares of Common Stock which may be acquired within 60
days upon the exercise of options.
(4) Includes 10,550 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(5) Includes 11,450 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(6) Includes 46,875 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(7) Includes 46,450 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(8) Includes an aggregate of 210 shares held by Mr. van Bokhorst's children.
Mr. van Bokhorst expressly disclaims beneficial ownership of these shares.
Also includes 2,250 shares of Common Stock which may be acquired within 60
days upon the exercise of options granted.
(9) Includes 11,700 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(10) Shares may be acquired within 60 days upon the exercise of options.
(11) Information is derived from the Schedule 13G, dated February 9, 1998 (the
'DFA Schedule 13G'), filed by Dimensional Fund Advisors Inc. ('DFA'), a
registered investment advisor, with the Commission. The DFA Schedule 13G
states that DFA is deemed to have beneficial ownership as of December 31,
1997 of 458,665 shares of Common Stock, all of which shares are owned by
advisory clients of DFA, no one of which, to the knowledge of DFA, owns
more than 5% of the outstanding Common Stock. In the DFA Schedule 13G, DFA
disclaims beneficial ownership of such shares.
(12) Information is derived from the Schedule 13D, dated November 19, 1996 (the
'Wynnefield 13D'), filed by Wynnefield Partners Small Cap Value, L.P.
('Wynnefield') with the Commission. The Wynnefield 13D includes 337,780
shares of Common Stock owned by Wynnefield and 15,100 shares of Common
Stock owned by another partnership whose general partner is one of the
general partners of Wynnefield.
(13) Includes 90,550 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(14) Includes 40,125 shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(15) Includes an aggregate of 769,360 shares which may be acquired within 60
days upon the exercise of options.
4
<PAGE>
<PAGE>
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
Nine directors (constituting the entire Board) are to be elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below (all of whom are currently directors of the
Company) to serve until the next annual meeting of stockholders and until their
respective successors shall have been duly elected and qualified. If any of
these nominees becomes unavailable for any reason, or if a vacancy should occur
before the election, the shares represented by the proxy will be voted for the
person, if any, who is designated by the Board of Directors to replace the
nominee or to fill the vacancy on the Board. All nominees have consented to be
named and have indicated their intent to serve if elected. The Board of
Directors has no reason to believe that any of the nominees will be unable to
serve or that any vacancy on the Board of Directors will occur.
5
<PAGE>
<PAGE>
The nominees, their respective ages, the year in which each first became a
director of the Company and their principal occupations or employment during the
past five years are as follows:
<TABLE>
<CAPTION>
YEAR FIRST
BECAME PRINCIPAL OCCUPATION
NOMINEE AGE DIRECTOR DURING THE PAST FIVE YEARS
- ----------------------------- --- ---------- ----------------------------------------------------------------
<S> <C> <C> <C>
Morris Goldfarb.............. 47 1974 Co-Chairman of the Board and Chief Executive Officer of the
Company. Until April 1997, served as either President or Vice
President of the Company and its predecessors since its
formation in 1974. Director of Grand Casinos, Inc. and Wilsons
The Leather Experts Inc.
Aron Goldfarb................ 75 1974 Co-Chairman of the Board of the Company. Until December 1994,
served as either President or Vice President of the Company
and its predecessors since its formation in 1974. As of
January 1, 1995, Mr. Goldfarb became a consultant to the
Company.
Lyle Berman.................. 56 1989 Since February 1991, Chairman and Chief Executive Officer of
Grand Casinos, Inc. Since May 1994, Chairman and Chief
Executive Officer of Rainforest Cafe Inc. Director of Grand
Casinos, Inc., Innovative Gaming Corporation of America, New
Horizon Kids Quest, Inc., Rainforest Cafe, Inc. and Wilsons
The Leather Experts Inc.
Thomas J. Brosig............. 48 1992 Mr. Brosig has been employed by Grand Casinos, Inc. for more
than the past five years in various capacities and since
September 1996 has served as its President. Director of Grand
Casinos, Inc., Wilsons The Leather Experts Inc. and Famous
Dave's of America.
Alan Feller.................. 56 1995 Executive Vice President, Treasurer and Secretary of the
Company. Mr. Feller has served as Chief Financial Officer of
the Company since January 1990 and Chief Operating Officer of
the Company since July 1995.
Carl Katz.................... 58 1989 Executive Vice President of the Siena Leather division ('Siena')
of the Company. Mr. Katz has been an executive of Siena since
1981.
Willem van Bokhorst.......... 52 1989 Partner in the Netherlands Antilles law firm of Smeets
Thesseling van Bokhorst Spigt for more than the past five
years.
Sigmund Weiss................ 77 1974 Certified public accountant since 1948. Operated a general
accounting practice for the past 35 years. Served as an
accountant for the Company since its inception.
George J. Winchell........... 72 1990 Retired as Senior Vice President of W.R. Grace & Co. in 1994.
Joined W.R. Grace & Co. in 1949 and held positions with the
controller's office, the Specialty Chemicals Group, the Office
of the President and the Retail Group.
</TABLE>
Aron Goldfarb and Morris Goldfarb are father and son, respectively. Carl
Katz and Jeanette Nostra-Katz, Executive Vice President of Siena and President
of the Company, are married to each other.
6
<PAGE>
<PAGE>
The Board of Directors of the Company has several committees, including an
Executive Committee, Audit Committee, Option Committee and Compensation
Committee. During the fiscal year ended January 31, 1998, each director in
office during such fiscal year attended not less than 75% of the aggregate
number of meetings of the Board of Directors and of meetings of committees of
the Board on which he served, except for Thomas J. Brosig, Willem van Bokhorst
and George J. Winchell, each of whom missed one Board meeting. The Board of
Directors held three meetings during the fiscal year ended January 31, 1998.
The Executive Committee, composed of Morris Goldfarb, Aron Goldfarb and
Carl Katz, is vested with the powers of the Board of Directors, to the fullest
extent permitted by law, between meetings of the Board. The Executive Committee
acted by unanimous written consent one time in the fiscal year ended January 31,
1998.
The Audit Committee, composed of Lyle Berman, Sigmund Weiss and Willem van
Bokhorst, is charged with reviewing the Company's audit and meeting with the
Company's independent accountants to review the Company's internal controls and
financial management practices. The Audit Committee met once during the fiscal
year ended January 31, 1998, with all members of the Committee in attendance.
The Option Committee, composed of George Winchell and Willem van Bokhorst,
is empowered to oversee and make all decisions regarding the Company's 1989
Stock Option Plan (the '1989 Plan') and its 1997 Stock Option Plan (the '1997
Plan'), functioning as the 'Committee' under both plans. The Option Committee
acted by unanimous written consent five times in the fiscal year ended January
31, 1998. The G-III Apparel Group, Ltd. Stock Option Plan For Non-Employee
Directors (the 'Non-Employee Directors Plan') is administered by the Board of
Directors.
The Compensation Committee, composed of Thomas J. Brosig and Sigmund Weiss,
is empowered to establish and review compensation practices and policies of the
Company. The Compensation Committee is empowered to recommend and/or set the
compensation for the executive officers and key employees of the Company as well
as authorize and approve employment agreements.
VOTE REQUIRED
The nine nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them
shall be elected as directors. Only votes cast for a nominee will be counted,
except that the accompanying proxy will be voted for all nominees in the absence
of instructions to the contrary. Abstentions, broker non-votes and instructions
on the accompanying proxy card to withhold authority to vote for one or more
nominees will not be counted as a vote for any such nominee.
THE BOARD OF DIRECTORS DEEMS THE ELECTION AS DIRECTORS OF THE NINE NOMINEES
LISTED ABOVE TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE 'FOR' THEIR ELECTION.
7
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the Company's chief executive
officer and each of the four other most highly compensated executive officers
for the fiscal year ended January 31, 1998 for services in all capacities to the
Company and its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
--------------------------------- ------------ ALL OTHER
SALARY BONUS OTHER ANNUAL OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR(2) ($) ($) COMPENSATION (#) ($)(3)
- --------------------------------- ------- -------- ------- ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Morris Goldfarb ................. 1998 $650,000 $72,640 $ 50,000(4) 100,000 $14,070
Chief Executive Officer 1997 $495,000 $84,000 $ 50,000(4) 40,000 $14,633
1996 $495,000 -- -- 25,000 $14,633
Jeanette Nostra Katz ............ 1998 $307,692 $35,000 -- 50,000 --
President 1997 $225,000 $40,000 -- -- --
1996 $220,673 $ 5,000 10,000 --
Michael Laskau .................. 1998 $210,600 $17,500 -- -- --
Vice President-Women's 1997 $210,000 $40,795 -- --
Non-Branded Division 1996 $210,000 $ 5,000(5) -- 5,000 --
of G-III Leather Fashions,
Inc.
Alan Feller ..................... 1998 $221,346 $17,500 -- -- --
Executive Vice President, 1997 $205,000 $25,000 -- --
Treasurer and Secretary 1996 $192,019 $ 5,000 -- 10,000 --
Keith S. Jones .................. 1998 $198,750 $17,500 -- -- --
Vice President-Foreign 1997 $180,000 $25,000 -- --
Manufacturing of G-III 1996 $180,000 $ 5,000 -- 5,000 --
Leather Fashions, Inc.
</TABLE>
- ------------
(1) Amounts reflected do not include perquisites and other personal benefits
received by any named executive, which, in all instances, were less than the
lesser of $50,000 or 10% of the total of annual salary and bonus reported
for the named executive.
(2) Represents the fiscal year ended January 31 of that year.
(3) Amounts represent insurance premiums paid by the Company for term life
insurance for the benefit of Mr. Goldfarb's wife.
(4) Represents a contribution to a supplemental pension trust pursuant to the
terms of Mr. Goldfarb's employment agreement. See 'Employment Agreements.'
(5) Includes a performance bonus in the amount of $15,795 paid in fiscal 1997
with respect to fiscal 1996.
8
<PAGE>
<PAGE>
The following table sets forth information on option grants in the fiscal
year ended January 31, 1998 to the persons named in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED
SECURITIES GRANTED TO ANNUAL RATES OF
UNDERLYING EMPLOYEES EXERCISE STOCK PRICE
OPTIONS IN FISCAL PRICE EXPIRATION APPRECIATION FOR
NAME GRANTED YEAR(1) ($/SH) DATE OPTION TERM(2)
- ---------------------------------- ---------- ----------- -------- -------------- --------------------
5% 10%
--------- --------
<S> <C> <C> <C> <C> <C> <C>
Morris Goldfarb................... 100,000 52.1% $ 4.00 Mar. 6, 2007 $252,000 $637,000
Jeanette Nostra Katz.............. 50,000 26.0% $ 5.44 Sept. 10, 2007 $171,000 $433.000
</TABLE>
- ------------
(1) Based upon options to purchase 192,000 shares granted to all employees in
the fiscal year ended January 31, 1998.
(2) These amounts represent assumed rates of appreciation in the price of the
Common Stock during the terms of the options in accordance with rates
specified in applicable federal securities regulations. Actual gains, if
any, on stock option exercises will depend on the future price of the Common
Stock and overall market conditions. There is no representation that the
rates of appreciation reflected in this table will be achieved.
The following table sets forth information with respect to (i) stock
options exercised in the fiscal year ended January 31, 1998 by the persons named
in the Summary Compensation Table and (ii) unexercised stock options held by
such individuals.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR END FISCAL YEAR END ($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Morris Goldfarb........ -- -- 364,250 20,000 $ 1,071,656 $72,500
Jeanette Nostra Katz... -- -- 90,550 54,000 $ 320,744 $23,850
Michael Laskau......... 10,500 $ 24,750 3,000 4,000 $ 8,625 $14,500
Alan Feller............ -- -- 46,875 4,000 $ 162,442 $14,500
Keith S. Jones......... -- -- 40,125 -- $ 141,703 $--
</TABLE>
- ------------
(1) Computed based on the difference between the last sale price per share of
the Common Stock of $5.63 on January 31, 1998 and the exercise price of each
option.
9
<PAGE>
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Morris Goldfarb effective
through January 31, 1999. The agreement renews annually unless either party
notifies the other of its or his intent not to renew within 90 days of the
scheduled termination date thereof. The agreement provides for a base annual
salary of $650,000, with increases at the discretion of the Board of Directors.
During the fiscal years ended January 31, 1996 and 1997, Mr. Goldfarb was paid
at the rate of $495,000 per year pursuant to his voluntarily agreeing to a
reduction in his salary. Effective February 1, 1997, Mr. Goldfarb's annual
salary was reinstated to $650,000. The agreement also provides for a $2,000,000
life insurance policy which names Mr. Goldfarb's wife as beneficiary and an
annual incentive bonus equal to varying percentages of pre-tax income (as
defined in the employment agreement) if pre-tax income exceeds $2,000,000. The
percentages vary from 3% of pre-tax income in excess of $2,000,000 up to 6% of
pre-tax income in excess of $2,000,000 if pre-tax income exceeds $4,000,000.
Pursuant to the agreement, the Company will contribute $50,000 per year to a
supplemental pension trust for Mr. Goldfarb's benefit for each year in which net
after-tax income (as defined in the employment agreement) exceeds $1,500,000. In
addition, pursuant to the employment agreement, in the event that Morris
Goldfarb's employment is terminated (i) by the Company without cause or (ii) by
Morris Goldfarb because of a material breach by the Company of the agreement, in
either case at any time after a 'Change in Control' (as defined in the
agreement), then Mr. Goldfarb will be entitled to receive from the Company, in
general, (a) an amount equal to 2.99 times his base salary and bonus, as well as
(b) certain employment-related benefits for a period of three years from the
date of his termination.
The Company has an agreement with Alan Feller, providing for the payment to
Mr. Feller of a base annual salary of $160,000. Mr. Feller is currently being
paid at the rate of $230,000 per year. The agreement also provides for the
continued payment to Mr. Feller of his salary for a period of one year (or until
Mr. Feller gains satisfactory comparable employment, if a lesser period), in the
event he is terminated for other than 'cause' (as specified in the agreement).
COMPENSATION OF DIRECTORS
Directors who are not employees or consultants of the Company receive
$5,000 per year, in addition to $500 for each meeting of the Board attended and
$500 for each meeting of each Committee of the Board attended, plus
reimbursement of reasonable out-of-pocket expenses incurred in connection with
attendance at Board of Directors' meetings.
Aron Goldfarb, a director of the Company, acts as a consultant to the
Company and is paid at the rate of $1,000 per month for services rendered in
such capacity.
Non-Employee Directors Plan
Pursuant to the Non-Employee Directors Plan, the Company automatically
grants options on an annual basis to members of its Board of Directors who are
not also employees of, or consultants to, the Company (a 'Non-Employee
Director'). A maximum of 31,500 shares of Common Stock may be issued under the
Non-Employee Directors Plan. Each Non-Employee Director is automatically granted
an option to purchase 1,000 shares of the Common Stock on the day after each
annual meeting of the Company's stockholders (each, a 'Grant Date'). All options
are exercisable at a per share exercise price equal to the closing sales price
of a share of Common Stock on the Grant Date. The Plan will terminate on June
25, 2001, unless sooner terminated by the Board.
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In general, an option granted under the Non-Employee Directors Plan becomes
exercisable in equal increments of 200 shares on each of the first through fifth
anniversaries of the date the option is granted, and subject to the foregoing,
may be exercised during the ten-year period from the date the option is granted.
However, a Non-Employee Director who ceases to perform services for the Company
will have three months (one year in the case of termination by reason of death
or total disability) to exercise such person's options, but only to the extent
otherwise exercisable under the vesting schedule.
The Non-Employee Directors Plan is administered by the Board of Directors
of the Company. The Board of Directors may amend the Non-Employee Directors
Plan, except that, in general, any amendment which would increase the aggregate
number of shares of Common Stock as to which options may be granted under the
Plan, materially increase the benefits under the Plan, or modify the class of
persons eligible to receive options under the Plan, requires the approval of the
Company's stockholders.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
General. The Compensation Committee consists of Thomas J. Brosig and
Sigmund Weiss. The Company's compensation policies have evolved over the years
since the Company's initial public stock offering in December 1989. At the time
of the public offering and periodically since then, the compensation levels of
the Company's executive officers were reviewed and compared to officers of other
publicly held apparel companies. The Company adopted the 1989 Plan in 1989 and
increased the number of shares subject to the 1989 Plan in January 1992 and June
1994. In 1997, the Company adopted the 1997 Plan. The 1989 Plan and 1997 Plan
are administered by the Option Committee, which is composed of Willem van
Bokhorst and George J. Winchell.
One of the Company's strengths is a strong management team. The
compensation program is designed to enable the Company to attract, retain and
reward capable employees who contribute to the Company's success. Equity
participation and a strong alignment to stockholders' interests are key elements
of the Company's compensation philosophy. The Company's executive compensation
policies are intended to (i) attract and retain the most highly qualified
managerial and executive talent; (ii) afford appropriate incentives to produce
superior performance; (iii) emphasize sustained performance by aligning rewards
with stockholder interests; (iv) motivate executives and employees to achieve
the Company's annual and long-term business goals; and (v) reward executives for
superior individual contributions to the Company. To implement these policies,
the Board designed an executive compensation program consisting, in general, of
base salary, annual bonus plan and stock options.
Base Salary. Base salaries reflect individual responsibilities, experience,
leadership and contribution to the success of the Company. Annual salary
adjustments are generally determined by evaluating the performance of the
executive and any increased responsibilities assumed by the executive, the
performance of the Company and the competitive marketplace. As a result of the
Company's focus on controlling expenses during a challenging business
environment, in the fiscal years ended January 31, 1996 ('fiscal 1996') and
January 31, 1997 ('fiscal 1997'), the Company
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generally maintained salaries at prior year levels except for a limited number
of increases based on individual merit or a significant increase in
responsibility. During the fiscal year ended January 31, 1998 ('fiscal 1998'),
based on the Company's continued profitable operations, the Company began to
grant salary increases based on performance and the competitive marketplace to
executives who had received minimal or no increases for two to three years.
Annual Bonuses. In fiscal 1996, the Company's executive officers, other
than Morris Goldfarb, were entitled to receive an annual bonus under an
Incentive Compensation Program based on targeted division and overall Company
performance. No bonuses were paid in fiscal 1996 under the Incentive
Compensation Program, although it was determined that due to the extraordinary
level of effort of Company personnel which resulted in significant improvements
in fiscal 1996 compared to fiscal 1995, it would be appropriate to pay bonuses
ranging from one week's salary to $5,000 to many Company personnel. Due to the
realignment of the Company's merchandise divisions during fiscal 1997, the
Incentive Compensation Program was discontinued and replaced by a discretionary
bonus program. Under this program, if the Company's overall profit target is
met, management personnel are entitled to receive bonuses, determined by Morris
Goldfarb, the Chief Executive Officer of the Company, based on an evaluation of
the executive's individual performance and contribution to the Company's results
of operations. The Company's range of profit targets for fiscal 1997 and 1998
were met and the bonuses awarded to Ms. Nostra Katz and Messrs. Laskau, Feller
and Jones are set forth in the Summary Compensation Table.
Mr. Goldfarb has a performance-based incentive bonus provision in his
employment agreement. This incentive provision is intended to recognize Mr.
Goldfarb's unique role in overall management and corporate strategy and provide
incentive compensation based on overall performance by the Company. Pursuant to
the terms of his employment agreement, Mr. Goldfarb was paid a bonus of $84,000
with respect to fiscal 1997 and $72,640 with respect to fiscal 1998.
Stock Options. The Compensation Committee endorses the position that equity
ownership by management is beneficial in aligning management's and stockholders'
interests in the enhancement of stockholder value. Stock option awards provide a
long-term view and incentives tied to growth in stockholder values. The
Committee strongly believes that the compensation program should provide
employees with an opportunity to increase their ownership and potentially gain
financially from Company stock price increases. By this approach, the best
interests of stockholders, executives and employees will be closely aligned.
The Committee believes that the use of stock options as the basis for
long-term incentive compensation meets the Company's compensation strategy and
business needs of the Company by achieving increased value for stockholders and
retaining key employees. The Committee intends to work closely with the Option
Committee to achieve these goals.
COMPENSATION COMMITTEE OPTION COMMITTEE
Thomas J. Brosig Willem van Bokhorst
Sigmund Weiss George J. Winchell
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Morris Goldfarb, Chief Executive Officer and a director of the Company, is
a director of Grand Casinos, Inc. Thomas J. Brosig, a director of the Company,
is a director of Grand Casinos, Inc. and is
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also the President and Chief Operating Officer of Grand Casinos, Inc. Mr. Brosig
served as Executive Vice President of Administration and Finance of the Company
from August 1989 through March 1990.
COMPARATIVE PERFORMANCE BY THE COMPANY
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total stockholder return on its Common Stock with
the cumulative total stockholder return of (i) a broad equity market index and
(ii) a published industry index or peer group. This chart compares the Common
Stock with (i) the S&P 500 Composite Index and (ii) the S&P Textiles Index, and
assumes an investment of $100 on January 31, 1993 in each of the Common Stock,
the stocks comprising the S&P 500 Composite Index and the stocks comprising the
S&P Textile Index.
G-III APPAREL GROUP, LTD.
COMPARISON OF CUMULATIVE TOTAL RETURN
(JANUARY 31, 1993-JANUARY 31, 1998)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
G-III S&P 500 S&P TEXTILE
----- ------- -----------
<S> <C> <C> <C>
1/31/93 100 100 100
1/31/94 42 109 70
1/31/95 17 108 69
1/31/96 30 146 76
1/31/97 37 181 105
1/31/98 59 225 105
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, the Company's directors, executive officers and
beneficial owners of more than ten percent of the Company's Common Stock are in
compliance with the reporting requirements of Section 16(a) under the Securities
Exchange Act of 1934, as amended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1986, the New York City Industrial Development Agency ('IDA')
issued $1,442,000 of floating rate Industrial Development Revenue Bonds to a
commercial bank for the purpose of acquiring and renovating real property
located at 345 West 37th Street in New York City (the '345 Property').
Simultaneously, the IDA leased the 345 Property for a term of 15 years to 345
West 37th Corp. ('345 Corp.'), a company owned and managed by Morris Goldfarb
and Aron Goldfarb, for
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sublease to a subsidiary of the Company as its headquarters. Monthly rental
payments are due under the sublease in an amount equal to the aggregate of all
amounts due under the bonds (including principal, redemption premium, if any,
and interest), plus real estate taxes and building operating expenses. Two of
the Company's subsidiaries and Morris Goldfarb and Aron Goldfarb (collectively,
the 'Guarantors'), have jointly and severally guaranteed the payments and
obligations under the lease and the payment of principal and interest on the
bonds.
In April 1988, 345 Corp. received a loan in the principal amount of
$1,153,000 from the New York Job Development Authority (the 'Authority'), to
assist 345 Corp. in its renovation of the 345 Property. The loan, which is
financed by long-term bonds issued by the Authority, is for a period of 15 years
and is repayable in principal installments of $10,689 monthly, plus interest at
a variable rate, not to exceed 1 1/2% above the Authority's cost of the funds
loaned. At January 31, 1998, the interest rate on and the outstanding principal
amount of the loan were 8.25% and approximately $578,400, respectively. Each of
the Guarantors has guaranteed the loan.
Each of Morris Goldfarb and Lyle Berman and/or related family partnerships
or trusts for the benefit of their children are beneficial owners of an
aggregate of more than 10% of the fully diluted common equity of Wilsons The
Leather Experts Inc. ('Wilsons'), a retail leather apparel chain. Each of Mr.
Goldfarb and Mr. Berman is also a director of Wilsons. During the year ended
January 31, 1998, sales by the Company to Wilsons accounted for approximately
$6.9 million of the Company's net sales.
PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The stockholders will be asked to ratify the appointment of Grant Thornton
LLP as the independent certified public accountants of the Company for the
fiscal year ending January 31, 1999. Grant Thornton LLP audited the financial
statements of the Company for the fiscal year ended January 31, 1998. A
representative of Grant Thornton LLP is expected to be present at the Annual
Meeting, and will have an opportunity to make a statement if such person desires
to do so, and is expected to be available to respond to appropriate questions
from stockholders.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE 'FOR' APPROVAL THEREOF.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the Annual
Meeting of Stockholders of the Company to be held in 1999 must be received by
the Company no later than January 8, 1999 for inclusion in the Board of
Directors' proxy statement and form of proxy relating to that meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
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The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
ALAN FELLER
Secretary
Dated: May 18, 1998
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM: G-III APPAREL GROUP,
LTD., ATTENTION: CORPORATE SECRETARY, 345 WEST 37TH STREET, NEW YORK, NEW YORK
10018.
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APPENDIX 1
PROXY CARD
G-III APPAREL GROUP, LTD.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 1998
The undersigned, a stockholder of G-III Apparel Group, Ltd. (the
'Corporation'), hereby constitutes and appoints Morris Goldfarb, Aron Goldfarb
and Alan Feller and each of them, the true and lawful proxies and
attorneys-in-fact of the undersigned, with full power of substitution in each of
them, to vote all shares of Common Stock of the Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Corporation to be held on Thursday, June 18, 1998, and at any and all
adjournments or postponements thereof, as follows:
1. ELECTION OF DIRECTORS
[ ] FOR the nominees listed below [ ] WITHHOLDING AUTHORITY to vote for
(except as marked all the nominees listed below
to the contrary below)
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Nominees: Morris Goldfarb, Aron Goldfarb, Lyle Berman, Thomas J. Brosig, Alan
Feller, Carl Katz, Willem van Bokhorst, Sigmund Weiss and George J.
Winchell
2. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion upon such other business as may properly come before
the meeting and any and all adjournments and postponements thereof.
(Continued on reverse side.)
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(Continued)
Shares represented by this Proxy will be voted in accordance with the
instructions indicated in items 1 and 2 above. IF NO INSTRUCTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES FOR DIRECTORS AND FOR PROPOSAL
2.
Any and all proxies heretofore given by the undersigned are hereby revoked.
Dated: ______________________
_____________________________
_____________________________
Please sign exactly as your
name(s) appear hereon. If
shares are held by two or
more persons each should
sign. Trustees, executors and
other fiduciaries should
indicate their capacity.
Shares held by corporations,
partnerships, associations,
etc. should be signed by an
authorized person, giving
full title or authority.
PLEASE DATE, SIGN AND MAIL IN THE ENCLOSED REPLY ENVELOPE
