UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2004
G-III Apparel Group, Ltd.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-18183 41-1590959
(Commission File Number) (IRS Employer Identification No.)
512 Seventh Avenue
New York, NY 10018
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 403-0500
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS
Morris Goldfarb and Wayne S. Miller, the Registrant's Chief Executive Officer
and Chief Operating and Chief Financial Officer, respectively, advised the Audit
Committee of the Registrant's Board of Directors of their desire to participate
in a private placement of convertible debt (the "Investment") of The Wet Seal,
Inc. ("Wet Seal"). Wet Seal has been a customer of the Registrant in the past
and may be a customer of the Registrant in the future.
On November 9, 2004, the Audit Committee granted each of Messrs. Goldfarb and
Miller a limited waiver from compliance with Section II of the Registrant's Code
of Ethics (which prohibits officers from owning an interest in the Registrant's
customers) solely for the purpose of permitting the Investment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
G-III APPAREL GROUP LTD.
Date: November 9, 2004 By: /s/ Wayne S. Miller
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Name: Wayne S. Miller
Title: Chief Financial and Chief Operating Officer
