<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1997.
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-26430
TARRANT APPAREL GROUP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 95-4181026
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 780-8250
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: COMMON STOCK
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of February 26, 1997, the aggregate market value of the Common Stock
held by non-affiliates of the registrant was approximately $36,250,399, based
upon the closing price of the Common Stock on that date.
Number of shares of Common Stock of the registrant outstanding as of
February 26, 1997: 6,552,276.
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<PAGE> 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 5, 1997.
TARRANT APPAREL GROUP
By /s/ GERARD GUEZ
------------------------------------
Gerard Guez
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ---------------
<C> <S> <C>
/s/ GERARD GUEZ Chairman, Chief Executive March 5, 1997
- --------------------------------------------- Officer and Director
Gerard Guez (Principal Executive
Officer)
/s/ TODD KAY President and Director March 5, 1997
- ---------------------------------------------
Todd Kay
/s/ CORAZON R. REYES Chief Operating Officer, March 5, 1997
- --------------------------------------------- Secretary and Director
Corazon R. Reyes
/s/ MARK B. KRISTOF Vice President -- Finance, March 5, 1997
- --------------------------------------------- Chief Financial Officer and
Mark B. Kristof Director (Principal
Financial and Accounting
Officer)
/s/ KAREN S. WASSERMAN Executive Vice President, March 5, 1997
- --------------------------------------------- General Merchandising
Karen S. Wasserman Manager and Director
/s/ DONALD HECHT Director March 5, 1997
- ---------------------------------------------
Donald Hecht
/s/ BARRY S. AVED Director March 5, 1997
- ---------------------------------------------
Barry S. Aved
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED STATEMENTS OF INCOME AND BALANCE SHEETS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH DECEMBER 31, 1996 FORM 10-K FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,120,456
<SECURITIES> 0
<RECEIVABLES> 46,399,040
<ALLOWANCES> 1,915,156
<INVENTORY> 10,820,169
<CURRENT-ASSETS> 60,496,350
<PP&E> 4,810,062
<DEPRECIATION> 2,191,193
<TOTAL-ASSETS> 63,419,698
<CURRENT-LIABILITIES> 26,466,967
<BONDS> 0
0
0
<COMMON> 15,485,734
<OTHER-SE> 21,466,997
<TOTAL-LIABILITY-AND-EQUITY> 63,419,698
<SALES> 229,861,024
<TOTAL-REVENUES> 229,896,300
<CGS> 192,287,596
<TOTAL-COSTS> 192,287,596
<OTHER-EXPENSES> 21,114,558
<LOSS-PROVISION> 179,025
<INTEREST-EXPENSE> 1,864,734
<INCOME-PRETAX> 14,629,412
<INCOME-TAX> 4,627,786
<INCOME-CONTINUING> 10,001,626
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,001,626
<EPS-PRIMARY> 1.53
<EPS-DILUTED> 0
</TABLE>
