N:\DOCS\57415\000\4951003A.330
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
M.G.Products, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
55301K 10 5
(CUSIP Number)
Copy to:
M.G. Products, Inc. Gilbert E. Haakh, Esq.
8154 Bracken Creek Kindel & Anderson L.L.P.
San Antonio, Texas 78266-2143 555 S.Flower Street
Attn: Ishmael D. Garcia 29th Floor
(210) 651-5188 Los Angeles, CA. 90017
(213) 688-2554
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications
September 30, 1996
(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
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXPORTADORA CABRERA, S.A. DE C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
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 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MEXICO
7 SOLE VOTING POWER
NUMBER OF 7,245,144
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 7,245,144
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,245,144
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JUAN PABLO CABRERA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MR. CABRERA IS A MEXICAN CITIZEN
7 SOLE VOTING POWER
NUMBER OF 30,770
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 30,770
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,770
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL FARRAH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MR. FARRAH IS A U.S. CITIZEN
7 SOLE VOTING POWER
NUMBER OF 883,557
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 883,557
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.22%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL PATRICK FARRAH TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e) "
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THIS IS AS YET AN UNFUNDED REVOCABLE INTERVIVOS TRUST GOVERNED BY
THE LAWS OF TEXAS
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHANNON ANN FARRAH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e) "
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MS. FARRAH IS A U.S. CITIZEN
7 SOLE VOTING POWER
NUMBER OF 100,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 100,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SHANNON ANN FARRAH TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e) "
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THIS IRREVOCABLE TRUST IS GOVERNED BY THE LAWS OF CALIFORNIA
7 SOLE VOTING POWER
NUMBER OF 779,547
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 779,547
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
779,547
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.49%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE 1996 MICHAEL P. FARRAH TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e) "
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THIS IRREVOCABLE TRUST IS GOVERNED BY THE LAWS OF CALIFORNIA
7 SOLE VOTING POWER
NUMBER OF 939,930
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 939,930
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.62%
14 TYPE OF REPORTING PERSON
I.N.
SCHEDULE 13D
CUSIP NO. 55301K 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE 1996 SHANNON ANN FARRAH TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
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 (e) "
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THIS IRREVOCABLE TRUST IS GOVERNED BY THE LAWS OF CALIFORNIA
7 SOLE VOTING POWER
NUMBER OF 939,931
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 939,931
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,931
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.62%
14 TYPE OF REPORTING PERSON
I.N.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this
Schedule 13D relates is the common stock, no par value (the "M.G.
common stock") of M.G. Products, Inc., a California corporation
("M.G."). The address of M.G.'s principal executive offices is
8154 Bracken Creek, San Antonio, Texas 78266-2143. M.G. is
engaged in the manufacture and wholesale distribution of hanging
and surface mounted decorative, fluorescent and recessed lighting
fixtures sold nationally to major retailers.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of eight beneficial owners
of M.G. common stock (each, a "Shareholder" and together, the
"Shareholders"). All of the Shareholders except Mr. Juan Pablo
Cabrera are signatories to the Shareholders' Agreement dated
September 30, 1996 (the "Shareholders' Agreement") discussed
below. Mr. Juan Pablo Cabrera joins in filing this Schedule 13D
because he is a member of the Cabrera Group, discussed below.
Included as Appendix I is a list of the Shareholders with the
following information with respect to each: (a) name; (b)
business address; and (c) the number and percentage of M.G.
common stock owned. Exportadora Cabrera, S.A. de C.V.
("Exportadora") is a subsidiary of Promotora El Gallo, S.A. de
C.V. which has the same business address as Exportadora.
The principal occupations of the persons shown on Appendix I are
as follows: Mr. Juan Pablo Cabrera is the President and Chief
Executive Officer of Exportadora. Mr. Michael Farrah is Vice
President of Manufacturing of an affiliate of M.G. Shannon Ann
Farrah owns and operates S.A.F. Products, a manufacturer of
lighting products.
The business addresses of the persons named in the preceding
paragraph are shown in Appendix I.
During the past five years, none of the Shareholders (a) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 30, 1996, M.G. sold 3,642,076 shares (the "Shares")
of its authorized but theretofore unissued no par value common
stock to Exportadora, a major M.G. shareholder and creditor,
pursuant to a Purchase Agreement dated as of September 30, 1996
between Exportadora and M.G.
The Shares were issued in cancellation of $2,003,141 of M.G.'s
indebtedness to Exportadora. The $2,003,141 indebtedness was
incurred in M.G.'s acceptance of cash advances and the purchase
of goods and services from several subsidiaries of Exportadora.
Immediately after the closing of the transaction, Exportadora
owned 7,245,144 of the then outstanding 14,206,154 shares, being
51%. Exportadora purchased the Shares for investment.
Concurrent with the execution of the Purchase Agreement and as a
condition to the sale of the Shares, M.G., Exportadora, Michael
P. Farrah, the Michael Patrick Farrah Trust, a recently created
and as yet unfunded revocable inter-vivos trust, the Shannon Ann
Farrah Trust, Shannon Ann Farrah, the 1996 Shannon Ann Farrah
Trust and the 1996 Michael P. Farrah Trust (collectively
hereinafter referred to as the "Participants") entered into a
Shareholders' Agreement dated September 30, 1996.
The execution of the Shareholders' Agreement involved no
consideration requiring the use of funds by any of the
Participants.
ITEM 4. PURPOSE OF TRANSACTION.
The Shareholders' Agreement was executed concurrently with the
execution of the Purchase Agreement to induce M.G. to enter into
the Purchase Agreement.
As a result of the provisions of the Shareholders' Agreement, the
Participants may be deemed to constitute a "group" within the
meaning of Rule 13d-5 under the Securities Exchange Act of 1934
(the "Exchange Act"). Pursuant to Rule 13d-4, the filing of this
Schedule 13D shall not be construed as an admission that any
Participant is, for the purpose of Section 13(d) or 13(g) of the
Exchange Act (or pursuant to Rule 16a-1(a)(1) thereunder), the
beneficial owner of any shares of M.G. common stock held by any
other Participant.
The Participants have no current plans or proposals which relate
to or would result in any of the events described in Items (a)
through (j) of the instructions to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) By reason of the relationships described in Item 4 above,
the Participants may be deemed to constitute a "group" within the
meaning of Rule 13d-5 of the Exchange Act. The aggregate number
of shares of M.G. common stock beneficially owned by the
Participants is 10,918,879 shares, equal to 76.86% of the
outstanding shares of M.G. common stock on October 1, 1996.
The aggregate number and percentage of M.G. common stock
beneficially owned by each Participant is set forth in the cover
pages herein and on Appendix I and such information is
incorporated herein by reference.
(b) The number of shares of M.G. common stock as to which there
is sole power to vote or to direct the vote, shared power to vote
or to direct the vote, or sole or shared power to dispose or to
direct the disposition by the Participants is set forth in the
cover pages herein and such information is incorporated herein by
reference.
(c) None of the Participants has effected any transactions in
M.G. common stock during the past 60 days, except as follows:
On September 30, 1996, Exportadora purchased the
3,642,076 shares of M.G. common stock discussed in Item
3.
On September 29, 1996, the 1996 Michael P. Farrah Trust
purchased 939,930 shares of M.G. common stock from Mr.
Patrick Farrah at $ 7/8 per share. The purchase price
was paid by the Trust's Promissory Note that is
collateralized by such shares.
On September 29, 1996, the 1996 Shannon Ann Farrah
Trust purchased 939,931 shares of M.G. common stock
from Mr. Patrick Farrah at $ 7/8 per share. The
purchase price was paid by the Trust's Promissory Note
that is collateralized by such shares.
Mr. Patrick Farrah, formerly the Chief Executive
Officer and a director of M.G., is the father of
Michael Farrah and of Shannon Ann Farrah.
(d) The Participants know of no other person having the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of M.G. common stock to
be voted pursuant to the Shareholders' Agreement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Set forth below is a description of certain provisions of the
Shareholders' Agreement. The description of the Shareholders'
Agreement is qualified in its entirety by reference to the form
of the Shareholders' Agreement which is included as an exhibit to
this Schedule 13D and is incorporated herein by reference.
The Shareholders' Agreement contains restrictions against the
transfer of shares of M.G. common stock by the Participants and
grants Participants options and rights of first refusal to
purchase shares from other Participants, under certain
circumstances.
The Shareholders' Agreement also provides that for voting
purposes the shares of the Participants will be pooled and then
equally divided between two groups (the Farrah Group and the
Exportadora Group) so as to achieve equal voting power between
the two groups despite the fact that one group owns a greater
number of shares than the other.
The Farrah Group consists of Michael P. Farrah, the Michael
Patrick Farrah Trust, the 1996 Michael P. Farrah Trust, Shannon
Ann Farrah, the 1996 Shannon Ann Farrah Trust, and the Shannon
Ann Farrah Trust. Michael Farrah is the sole beneficiary of the
independently trusteed 1996 Michael P. Farrah Trust, and of the
Michael Patrick Farrah Trust, of which he is the trustee.
Shannon Ann Farrah is the sole beneficiary of the independently
trusteed Shannon Ann Farrah Trust and of the independently
trusteed 1996 Shannon Ann Farrah Trust.
The Exportadora Group consists of Exportadora Cabrera, S.A. de
C.V. and of Mr. Juan Pablo Cabrera. Mr. Juan Pablo Cabrera, who
on September 30, 1996 owned 30,770 shares of M.G.'s common stock
is a director of M.G. and its Chairman of the Board and Chief
Executive Officer. Mr. Cabrera is also an officer of Rooster
Products, Inc., the U.S. marketing and distribution subsidiary of
Exportadora, based in San Antonio, Texas.
The pooled shares will be voted for the Farrah Group by Michael
P. Farrah and for the Cabrera Group by Alejandro Cabrera Robles,
or their successors or assigns, pursuant to irrevocable proxies.
Michael Farrah is Vice President of Manufacturing of an affiliate
of M.G. and a Director of M.G. Mr. Alejandro Cabrera Robles is
the Chairman of Exportadora, a Mexican holding company which he
controls, based in Guadalajara, Mexico, is a director of M.G. and
is the father of Juan Pablo Cabrera.
As shown in Appendix I, on October 1, 1996 the Farrah Group owned
3,642,965 shares and the Cabrera Group owned 7,275,914 shares of
M.G. common stock.
The Shareholders' Agreement terminates on September 30, 1999 or
earlier if sales or other dispositions by the Farrah Group or the
Cabrera Group pursuant to the Shareholders' Agreement have
resulted in such Group owning less than 50% of that Group's
shares shown in the preceding paragraph.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Form of Shareholders' Agreement dated
September 30, 1996 among M.G. Products, Inc. and
each Participant listed on Appendix I -
incorporated by reference to Exhibit 2 to M.G.
Products, Inc.'s Report on Form 8-K dated October
8, 1996.
APPENDIX I
<TABLE>
<CAPTION>
Percent of
Shareholder No. of Outstanding
Name and Address Shares Shares
<S> <C> <C>
Exportadora Cabrera, SA de CV 7,245,144 51%
Paraiso 1750
Colonia del Fresno
Guadalajara, Jalisco
Mexico 44900
Juan Pablo Cabrera 30,770 *
8154 Bracken Creek
San Antonio, Texas 78266-2143
Michael Farrah 883,557 6.22%
8154 Bracken Creek
San Antonio, Texas 78266-2143
Michael Patrick Farrah Trust 0 0
c/o Michael Farrah
8154 Bracken Creek
San Antonio, Texas 78266-2143
Shannon Ann Farrah 100,000 *
11730 E. Lusitano Place
Tucson, Arizona 85748
The Shannon Ann Farrah Trust 779,547 5.49%
Edward C. Kliem, Jr., trustee
21671 Branta Circle
Huntington Beach, California 92646
The 1996 Michael P. Farrah Trust 939,930 6.62%
Barry R. Shreiar, trustee
4590 MacArthur Boulevard Suite 390
Newport Beach, California 92660
The 1996 Shannon Ann Farrah Trust 939,931 6.62%
Barry R. Shreiar, trustee
4590 MacArthur Boulevard Suite 390
Newport Beach, California 92660
* Less than 1%
</TABLE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
EXPORTADORA CABRERA, S.A. DE C.V.
By: /s/ JUAN CARLOS RODRIGUEZ
Juan Carlos Rodriguez
Finance Director
/s/ JUAN PABLO CABRERA
Juan Pablo Cabrera
/s/ MICHAEL FARRAH
Michael Farrah
MICHAEL PATRICK FARRAH TRUST
By: /s/ MICHAEL PATRICK FARRAH
Michael Patrick Farrah
/s/ SHANNON ANN FARRAH
Shannon Ann Farrah
THE SHANNON ANN FARRAH TRUST
By: /s/ EDWARD C. KLIEM, JR.
Edward C. Kliem, Jr.,
Trustee
THE 1996 MICHAEL P. FARRAH TRUST
By: /s/ BARRY R. SHREIAR
Barry R. Shreiar,
Trustee
THE 1996 SHANNON ANN FARRAH TRUST
By: /s/ BARRY R. SHREIAR
Barry R. Shreiar,
Trustee
Dated: October 9, 1996
Exhibit Index
Exhibit
1 Form of Shareholders' Agreement dated September
30, 1996 among M.G. Products, Inc. and each Participant
listed on Appendix I - incorporated by reference to
Exhibit 2 to M.G. Products, Inc.'s Report on Form 8-K
dated October 8, 1996.
