UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Guess ?, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
401617 10 5
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(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).
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CUSIP No. 401617 10 5 13G Page 2 of 18 Pages
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Maurice Marciano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Republic of France
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SOLE VOTING POWER
5
14,520,153
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 1,926,804
REPORTING ------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
7
14,520,153
------------------------------------------------------
SHARED DISPOSITIVE POWER
8
1,926,804
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
16,446,957
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
|X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
38.5%
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TYPE OF REPORTING PERSON
12
IN
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<PAGE>
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CUSIP No. 401617 10 5 13G Page 3 of 18 Pages
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Paul Marciano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Republic of France
- -------------------------------------------------------------------------------
SOLE VOTING POWER
5
11,643,149
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 1,728,276
REPORTING ------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
7
11,643,149
------------------------------------------------------
SHARED DISPOSITIVE POWER
8
1,728,276
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
13,371,425
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
|X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
31.3%
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TYPE OF REPORTING PERSON
12
IN
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CUSIP No. 401617 10 5 13G Page 4 of 18 Pages
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Armand Marciano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Republic of France
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SOLE VOTING POWER
5
5,918,437
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 0
REPORTING ------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
7
5,918,437
------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,918,437
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
|X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
13.9%
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TYPE OF REPORTING PERSON
12
IN
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<PAGE>
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CUSIP No. 401617 10 5 13G Page 5 of 18 Pages
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Gary W. Hampar
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
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SOLE VOTING POWER
5
0
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 1,728,276
REPORTING ------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
7
0
------------------------------------------------------
SHARED DISPOSITIVE POWER
8
1,728,276
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,728,276
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
|X|
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.0%
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TYPE OF REPORTING PERSON
12
IN
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<PAGE>
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CUSIP No. 401617 10 5 13G Page 6 of 18 Pages
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Joseph H. Sugerman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
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SOLE VOTING POWER
5
1,000
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 1,212,149
REPORTING ------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
7
1,000
------------------------------------------------------
SHARED DISPOSITIVE POWER
8
1,212,149
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,213,149
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
|X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
2.8%
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TYPE OF REPORTING PERSON
12
IN
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<PAGE>
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CUSIP No. 401617 10 5 13G Page 7 of 18 Pages
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Marc E. Petas
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- -------------------------------------------------------------------------------
SOLE VOTING POWER
5
0
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 719,655
REPORTING ------------------------------------------------------
PERSON WITH SOLE DISPOSITIVE POWER
7
0
------------------------------------------------------
SHARED DISPOSITIVE POWER
8
719,655
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
719,655
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
|X|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
1.7%
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TYPE OF REPORTING PERSON
12
IN
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<PAGE>
ITEMS 1-10 OF SCHEDULE 13G
Item 1.
(a) The name of the Issuer is Guess ?, Inc.
(b) The address of the Issuer's principal executive offices is 1444 South
Alameda Street, Los Angeles, California 90021.
Item 2.
(a) This Schedule 13G is being filed on behalf of Maurice Marciano, Paul
Marciano, Armand Marciano, Gary W. Hampar, Joseph H. Sugerman and Marc
E. Petas.
(b) The address of the principal business office of Maurice, Paul and
Armand Marciano is 1444 South Alameda Street, Los Angeles, California
90021. The address of the principal business office of Gary W. Hampar
is 9701 Wilshire Boulevard, Suite 1106, Beverly Hills, California
90212. The address of the principal business office of Joseph H.
Sugerman is 435 North Bedford Drive, Suite 203, Beverly Hills,
California 90210. The address of the principal business office of Marc
E. Petas is 10960 Wilshire Boulevard, Tenth Floor, Los Angeles,
California 90024.
(c) Maurice, Paul and Armand Marciano are citizens of the Republic of
France. Gary W. Hampar, Joseph H. Sugerman and Marc E. Petas are
citizens of the United States of America.
(d) This Schedule 13G refers to the common stock, par value $.01 per share,
of the Issuer (the "Common Stock").
(e) The CUSIP number for the Common Stock is 401617 10 5.
Item 3.
Not applicable.
Item 4.
(a) Maurice Marciano beneficially owns 16,446,957 shares of Common Stock as
follows: 14,490,153 shares held indirectly as sole trustee of the
Maurice Marciano Trust; 30,000 shares held indirectly as sole trustee
of the Maurice Marciano 1990 Children's Trust; 1,212,149 shares held
indirectly as co-trustee of the Paul Marciano 1996 Grantor Retained
Annuity Trust; and 714,655 shares held
8
<PAGE>
indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained
Annuity Trust.
Paul Marciano beneficially owns 13,371,425 shares of Common Stock as
follows: 11,643,149 shares held indirectly as sole trustee of the Paul
Marciano Trust; and 1,728,276 shares held indirectly as co-trustee of
the Maurice Marciano 1996 Grantor Retained Annuity Trust.
Armand Marciano beneficially owns 5,918,437 shares of Common Stock held
indirectly as sole trustee of the Armand Marciano Trust.
Gary W. Hampar beneficially owns 1,728,276 shares of Common Stock held
indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained
Annuity Trust.
Joseph H. Sugerman beneficially owns 1,213,149 shares of Common Stock
as follows: 1,212,149 shares held indirectly as co-trustee of the Paul
Marciano 1996 Grantor Retained Annuity Trust; and 1,000 shares held
indirectly as sole trustee of the Joseph Sugerman Target Benefit
Pension Trust No. 1.
Marc E. Petas beneficially owns 719,655 shares of Common Stock as
follows: 714,655 shares held indirectly as co-trustee of the Armand
Marciano 1996 Grantor Retained Annuity Trust; and 5,000 shares held
indirectly as co-trustee of the Petas Family Trust.
(b) The 16,446,957 shares beneficially owned by Maurice Marciano represent
38.5% of the outstanding shares of the Common Stock. The 13,371,425
shares beneficially owned by Paul Marciano represent 31.3% of the
outstanding shares of the Common Stock. The 5,918,437 shares
beneficially owned by Armand Marciano represent 13.9% of the
outstanding shares of the Common Stock. The 1,728,276 shares
beneficially owned by Gary W. Hampar represent 4.0% of the outstanding
shares of the Common Stock. The 1,213,149 shares beneficially owned by
Joseph H. Sugerman represent 2.8% of the outstanding shares of the
Common Stock. The 719,655 shares beneficially owned by Marc E. Petas
represent 1.7% of the outstanding shares of the Common Stock.
Percentage ownership of the Common Stock is based on the number of
outstanding shares of Common Stock as reported in the Issuer's Form
10-Q for the quarter ended September 29, 1996.
(c) Maurice Marciano has (i) sole voting power with respect to 30,000
shares held indirectly as sole trustee of the Maurice Marciano 1990
Children's Trust and 14,490,153 shares held indirectly as sole trustee
of the Maurice Marciano Trust, except for the restrictions on voting
described in Item 8 below; (ii) shared voting
9
<PAGE>
power with respect to 1,212,149 shares held indirectly as co-trustee of
the Paul Marciano 1996 Grantor Retained Annuity Trust and 714,655
shares held indirectly as co-trustee of the Armand Marciano 1996
Grantor Retained Annuity Trust; (iii) sole dispositive power with
respect to 30,000 shares held indirectly as sole trustee of the Maurice
Marciano 1990 Children's Trust and 14,490,153 shares held indirectly as
sole trustee of the Maurice Marciano Trust, except for the rights of
first refusal described in Item 8 below; and (iv) shared dispositive
power with respect to 1,212,149 shares held indirectly as co-trustee of
the Paul Marciano 1996 Grantor Retained Annuity Trust and 714,655
shares held indirectly as co-trustee of the Armand Marciano 1996
Grantor Retained Annuity Trust.
Paul Marciano has (i) sole voting power with respect to 11,643,149
shares held indirectly as sole trustee of the Paul Marciano Trust,
except for the restrictions on voting described in Item 8 below; (ii)
shared voting power with respect to 1,728,276 shares held indirectly as
co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust;
(iii) sole dispositive power with respect to 11,643,149 shares held
indirectly as sole trustee of the Paul Marciano Trust, except for the
rights of first refusal described in Item 8 below; and (iv) shared
dispositive power with respect to 1,728,276 shares held indirectly as
co-trustee of the Maurice Marciano 1996 Grantor Retained Annuity Trust.
Armand Marciano has (i) sole voting power with respect to 5,918,437
shares held indirectly as sole trustee of the Armand Marciano Trust,
except for the restrictions on voting described in Item 8 below; (ii)
no shared voting power with respect to any shares; (iii) sole
dispositive power with respect to 5,918,437 shares held indirectly as
sole trustee of the Armand Marciano Trust, except for the rights of
first refusal described in Item 8 below; and (iv) no shared dispositive
power with respect to any shares.
Gary W. Hampar has (i) no sole voting power with respect to any shares;
(ii) shared voting power with respect to 1,728,276 shares held
indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained
Annuity Trust; (iii) no sole dispositive power with respect any shares;
and (iv) shared dispositive power with respect to 1,728,276 shares held
indirectly as co-trustee of the Maurice Marciano 1996 Grantor Retained
Annuity Trust.
Joseph H. Sugerman has (i) sole voting power with respect to 1,000
shares held indirectly as sole trustee of the Joseph Sugerman Target
Benefit Pension Trust No. 1; (ii) shared voting power with respect to
1,212,149 shares held indirectly as co-trustee of the Paul Marciano
1996 Grantor Retained Annuity Trust; (iii) sole dispositive power with
respect to 1,000 shares held indirectly as sole trustee of the Joseph
Sugerman Target Benefit Pension Trust No. 1; and (iv) shared
dispositive power with respect to 1,212,149 shares held indirectly as
co-trustee of the Paul Marciano 1996 Grantor Retained Annuity Trust.
10
<PAGE>
Marc E. Petas has (i) no sole voting power with respect to any shares;
(ii) shared voting power with respect to 714,655 shares held indirectly
as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity
Trust and 5,000 shares held indirectly as co-trustee of the Petas
Family Trust; (iii) no sole dispositive power with respect any shares;
and (iv) shared dispositive power with respect to 714,655 shares held
indirectly as co-trustee of the Armand Marciano 1996 Grantor Retained
Annuity Trust and 5,000 shares held indirectly as co-trustee of the
Petas Family Trust.
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
Not applicable.
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
The Reporting Persons, as trustees, have entered into an Amended and
Restated Shareholders' Agreement, dated as of August 8, 1996 (the
"Stockholders' Agreement"), among the Issuer and the parties listed on
Exhibit A attached hereto (the "Principal Stockholders"). Pursuant to
the Stockholders' Agreement, the Principal Stockholders have agreed to
vote their shares of Common Stock to elect each of Maurice, Paul and
Armand Marciano, or one designee of any such person (if such designee
shall be reasonably acceptable to the other persons) to the Board of
Directors of the Issuer. The Stockholders' Agreement provides that each
of the Principal Stockholders has granted to each other and to the
Issuer rights of first refusal with respect to the sale of any shares
of the Issuer's outstanding Common Stock (with certain limited
exceptions). The Reporting Persons expressly disclaim that they have
formed a group among themselves or with the parties to the
Stockholders' Agreement.
Item 9. Notice of Dissolution of Group
Not applicable.
11
<PAGE>
Item 10. Certification
Not applicable.
12
<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 14, 1997 Maurice Marciano
By /s/ Glenn A. Weinman
-----------------------------------
Glenn A. Weinman, Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 14, 1997,
included as Exhibit C to this Schedule 13G.
13
<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 14, 1997 Paul Marciano
By /s/ Glenn A. Weinman
-----------------------------------
Glenn A. Weinman, Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 14, 1997,
included as Exhibit D to this Schedule 13G.
14
<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 14, 1997 Armand Marciano
By /s/ Glenn A. Weinman
-----------------------------------
Glenn A. Weinman, Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 14, 1997,
included as Exhibit E to this Schedule 13G.
15
<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 14, 1997 Gary W. Hampar
By /s/ Glenn A. Weinman
-----------------------------------
Glenn A. Weinman, Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 14, 1997,
included as Exhibit F to this Schedule 13G.
16
<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 14, 1997 Joseph H. Sugerman
By /s/ Glenn A. Weinman
-----------------------------------
Glenn A. Weinman, Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 14, 1997,
included as Exhibit G to this Schedule 13G.
17
<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 14, 1997 Marc E. Petas
By /s/ Glenn A. Weinman
-----------------------------------
Glenn A. Weinman, Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 14, 1997,
included as Exhibit H to this Schedule 13G.
18
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
A List of Parties to Stockholders' Agreement
B Joint Filing Agreement
C Power of Attorney of Maurice Marciano
D Power of Attorney of Paul Marciano
E Power of Attorney of Armand Marciano
F Power of Attorney of Gary W. Hampar
G Power of Attorney of Joseph H. Sugerman
H Power of Attorney of Marc E. Petas
19
<PAGE>
EXHIBIT A
PARTIES TO STOCKHOLDERS' AGREEMENT
The Maurice Marciano Trust
The Paul Marciano Trust
The Armand Marciano Trust
The Maurice Marciano 1996 Grantor Retained Annuity Trust
The Paul Marciano 1996 Grantor Retained Annuity Trust
The Armand Marciano 1996 Grantor Retained Annuity Trust
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated
February 14, 1997, (the "Schedule 13G"), with respect to the common stock, par
value $.01 per share, of Guess ?, Inc. is, and any amendments thereto executed
by each of us shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities and
Exchange Act of 1934, as amended, and that this Agreement shall be included as
an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 14th day of February, 1997.
/s/ Maurice Marciano
-------------------------
Maurice Marciano
/s/ Paul Marciano
-------------------------
Paul Marciano
/s/ Armand Marciano
-------------------------
Armand Marciano
/s/ Gary W. Hampar
-------------------------
Gary W. Hampar
/s/ Joseph H. Sugerman
-------------------------
Joseph H. Sugerman
/s/ Marc E. Petas
-------------------------
Marc E. Petas
<PAGE>
EXHIBIT C
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Roger A.
Williams and Glenn A. Weinman signing singly, with full power of substitution,
his/her true and lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned Schedule 13D or
13G in accordance with Sections 13(d) and 13(g) of the
Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedule 13D or 13G and the timely
filing of such Schedules with the Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
This Power of Attorney is governed by and shall be construed in
accordance with the laws of the State of California. This Power of Attorney is
effective until revoked by the undersigned, which revocation shall be evidenced
by an instrument in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 1997.
/s/ Maurice Marciano
-------------------------
Signature
Maurice Marciano
-------------------------
Print Name
<PAGE>
EXHIBIT D
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Roger A.
Williams and Glenn A. Weinman signing singly, with full power of substitution,
his/her true and lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned Schedule 13D or
13G in accordance with Sections 13(d) and 13(g) of the
Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedule 13D or 13G and the timely
filing of such Schedules with the Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
This Power of Attorney is governed by and shall be construed in
accordance with the laws of the State of California. This Power of Attorney is
effective until revoked by the undersigned, which revocation shall be evidenced
by an instrument in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 1997.
/s/ Paul Marciano
-------------------------
Signature
Paul Marciano
-------------------------
Print Name
<PAGE>
EXHIBIT E
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Roger A.
Williams and Glenn A. Weinman signing singly, with full power of substitution,
his/her true and lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned Schedule 13D or
13G in accordance with Sections 13(d) and 13(g) of the
Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedule 13D or 13G and the timely
filing of such Schedules with the Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
This Power of Attorney is governed by and shall be construed in
accordance with the laws of the State of California. This Power of Attorney is
effective until revoked by the undersigned, which revocation shall be evidenced
by an instrument in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 1997.
/s/ Armand Marciano
-------------------------
Signature
Armand Marciano
-------------------------
Print Name
<PAGE>
EXHIBIT F
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Roger A.
Williams and Glenn A. Weinman signing singly, with full power of substitution,
his/her true and lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned Schedule 13D or
13G in accordance with Sections 13(d) and 13(g) of the
Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedule 13D or 13G and the timely
filing of such Schedules with the Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
This Power of Attorney is governed by and shall be construed in
accordance with the laws of the State of California. This Power of Attorney is
effective until revoked by the undersigned, which revocation shall be evidenced
by an instrument in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 1997.
/s/ Gary W. Hampar
-------------------------
Signature
Gary W. Hampar
-------------------------
Print Name
<PAGE>
EXHIBIT G
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Roger A.
Williams and Glenn A. Weinman signing singly, with full power of substitution,
his/her true and lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned Schedule 13D or
13G in accordance with Sections 13(d) and 13(g) of the
Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedule 13D or 13G and the timely
filing of such Schedules with the Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
This Power of Attorney is governed by and shall be construed in
accordance with the laws of the State of California. This Power of Attorney is
effective until revoked by the undersigned, which revocation shall be evidenced
by an instrument in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 1997.
/s/ Joseph H. Sugerman
-------------------------
Signature
Joseph H. Sugerman
-------------------------
Print Name
<PAGE>
EXHIBIT H
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Roger A.
Williams and Glenn A. Weinman signing singly, with full power of substitution,
his/her true and lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned Schedule 13D or
13G in accordance with Sections 13(d) and 13(g) of the
Securities and Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Schedule 13D or 13G and the timely
filing of such Schedules with the Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
This Power of Attorney is governed by and shall be construed in
accordance with the laws of the State of California. This Power of Attorney is
effective until revoked by the undersigned, which revocation shall be evidenced
by an instrument in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 1997.
/s/ Marc E. Petas
-------------------------
Signature
Marc E. Petas
-------------------------
Print Name
