SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(B) AND (C) AND AMENDMENTS
THERETO FILED PURSUANT TO 13D-2(B)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
GUESS ?, INC.
-------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
-------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
401617 10 5
-------------------------------------------------
(CUSIP Number)
---------------
CUSIP NO. 401617 10 5 SCHEDULE 13G
- - ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Maurice Marciano
- - ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Group membership is acknowledged for purposes of (a) |_|
making a group filing pursuant to Rule 13d-1(f)(1) only (b) |X|
- - ----------------------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
- - ----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 14,713,793
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,926,804
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 14,713,793
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,926,804
- - ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,640,597
- - ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |X|
- - ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.8%
- - ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - ----------------------------------------------------------------------------
CUSIP NO. 401617 10 5 SCHEDULE 13G
- - ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul Marciano
- - ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Group membership is acknowledged for purposes of (b) |X|
making a group filing pursuant to Rule 13d-1(f)(1) only
- - ----------------------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
- - ----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 11,643,149
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,534,636
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 11,643,149
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,534,636
- - ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,177,785
- - ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |X|
- - ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.7%
- - ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - ----------------------------------------------------------------------------
CUSIP NO. 401617 10 5 SCHEDULE 13G
- - ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Armand Marciano
- - ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Group membership is acknowledged for purposes of (b) |X|
making a group filing pursuant to Rule 13d-1(f)(1) only
- - ----------------------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
- - ----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,918,437
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 5,918,437
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- - ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,918,437
- - ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |X|
- - ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
- - ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - ----------------------------------------------------------------------------
CUSIP NO. 401617 10 5 SCHEDULE 13G
- - ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gary W. Hampar
- - ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Group membership is acknowledged for purposes of (b) |X|
making a group filing pursuant to Rule 13d-1(f)(1) only
- - ----------------------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,534,636
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,534,636
- - ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,636
- - ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |X|
- - ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
- - ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - ----------------------------------------------------------------------------
CUSIP NO. 401617 10 5 SCHEDULE 13G
- - ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Joseph H. Sugerman
- - ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Group membership is acknowledged for purposes of (b) |X|
making a group filing pursuant to Rule 13d-1(f)(1) only
- - ----------------------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,000
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,212,149
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,000
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,212,149
- - ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,213,149
- - ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |X|
- - ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
- - ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - ----------------------------------------------------------------------------
CUSIP NO. 401617 10 5 SCHEDULE 13G
- - ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Marc E. Petas
- - ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Group membership is acknowledged for purposes of (b) |X|
making a group filing pursuant to Rule 13d-1(f)(1) only
- - ----------------------------------------------------------------------------
3 SEC USE ONLY
- - ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ----------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 719,655
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
719,655
- - ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,655
- - ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |X|
- - ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
- - ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- - ----------------------------------------------------------------------------
SCHEDULE 13G
This Amendment No. 1 (the "Amendment No. 1") amends and
supplements the Statement on Schedule 13G, dated February 14, 1997 (the
"Schedule 13G"), relating to shares of the common stock, $.01 par value
per share (the "Shares"), of Guess ?, Inc., a Delaware corporation (the
"Issuer"). Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
undersigned hereby file this Amendment No. 1 on behalf of Maurice
Marciano, Paul Marciano, Armand Marciano, Gary W. Hampar, Joseph H.
Sugerman and Marc E. Petas.
Unless otherwise indicated, each capitalized term used but
not otherwise defined herein shall have the meaning assigned to such term
in the Schedule 13G.
ITEM 4. OWNERSHIP.
Item 4 is hereby amended and supplemented as follows:
(a) Maurice Marciano beneficially owns 16,640,597 shares of Common Stock
as follows: 14,683,793 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 indirectly
as co-trustee of the Armand Marciano 1996 Grantor Retained Annuity
Trust.
Paul Marciano beneficially owns 13,177,785 shares of Common Stock as
follows: 11,643,149 shares held indirectly as sole trustee of the
Paul Marciano Trust; and 1,534,636 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 1,534,636 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 16,640,597 shares beneficially owned by Maurice Marciano
represents 38.8% of the outstanding shares of the Common Stock. The
13,177,785 shares beneficially owned by Paul Marciano represent
30.7% of the outstanding shares of the Common Stock. The 5,918,437
shares beneficially owned by Armand Marciano represent 13.8% of the
outstanding shares of the Common Stock. The 1,534,636 shares
beneficially owned by Gary W. Hampar represent 3.6% 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 30, 1997.
(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 14,683,793 shares held indirectly as sole
trustee of the Maurice Marciano Trust, except for the restrictions
on voting described in Item 8 of Schedule 13G; (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 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 14,683,793 shares held
indirectly as sole trustee of the Maurice Marciano Trust, except for
the rights of first refusal described in Item 8 of Schedule 13G; 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 of
Schedule 13G; (ii) shares voting power with respect to 1,534,636
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 of Schedule 13G; and (iv) shared dispositive
power with respect to 1,534,636 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 of
Schedule 13G; (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 of
Schedule 13G; 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 1,534,636 shares
held indirectly as co-trustee of the Maurice Marciano 1996 Grantor
Retained Annuity Trust; (iii) no sole dispositive power with respect
to any shares; and (iv) shared dispositive power with respect to
1,534,636 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.
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; (ii) no sole dispositive power
with respect to 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.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 17, 1998 Maurice Marciano
By: /s/ Glenn A. Weinman
_____________________________
Glenn A. Weinman,
Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 17, 1998,
included as Exhibit 2 to this Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 17, 1998 Paul Marciano
By: /s/ Glenn A. Weinman
_____________________________
Glenn A. Weinman,
Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 17, 1998,
included as Exhibit 3 to this Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 17, 1998 Armand Marciano
By: /s/ Glenn A. Weinman
_____________________________
Glenn A. Weinman,
Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 17, 1998,
included as Exhibit 4 to this Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 17, 1998 Gary W. Hampar
By: /s/ Glenn A. Weinman
_____________________________
Glenn A. Weinman,
Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 17, 1998,
included as Exhibit 5 to this Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 17, 1998 Joseph H. Sugerman
By: /s/ Glenn A. Weinman
_____________________________
Glenn A. Weinman,
Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 17, 1998,
included as Exhibit 6 to this Amendment No. 1.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February 17, 1998 Marc E. Petas
By: /s/ Glenn A. Weinman
_____________________________
Glenn A. Weinman,
Attorney-In-Fact*
* Signed pursuant to a power of attorney, dated February 17, 1998,
included as Exhibit 7 to this Amendment No. 1.
EXHIBIT INDEX
Exhibit
Number Title Page
------- ----- ----
1 Joint Filing Agreement among the 18
Reporting Persons pursuant to Rule
13d-1(f)(1).
2 Power of Attorney of Maurice Marciano 19
3 Power of Attorney of Paul Marciano 21
4 Power of Attorney of Armand Marciano 23
5 Power of Attorney of Gary W. Hampar 25
6 Power of Attorney of Joseph H. Sugerman 27
7 Power of Attorney of Marc E. Petas 29
EXHIBIT 1
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 shares, 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 constitutes one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the 17th day of February, 1998.
/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
EXHIBIT 2
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 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of February, 1998.
/s/ Maurice Marciano
---------------------------
Signature
Maurice Marciano
---------------------------
Print Name
EXHIBIT 3
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 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of February, 1998.
/s/ Paul Marciano
---------------------------
Signature
Paul Marciano
---------------------------
Print Name
EXHIBIT 4
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 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of February, 1998.
/s/ Armand Marciano
---------------------------
Signature
Armand Marciano
---------------------------
Print Name
EXHIBIT 5
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 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of February, 1998.
/s/ Gary W. Hampar
---------------------------
Signature
Gary W. Hampar
---------------------------
Print Name
EXHIBIT 6
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 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of February, 1998.
/s/ Joseph H. Sugerman
---------------------------
Signature
Joseph H. Sugerman
---------------------------
Print Name
EXHIBIT 7
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 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of February, 1998.
/s/ Marc E. Petas
---------------------------
Signature
Marc E. Petas
---------------------------
Print Name
