UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2005 G-III APPAREL GROUP, LTD. (Exact name of registrant as specified in its charter) DELAWARE 0-18183 41-1590959 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 512 SEVENTH AVENUE 10018 NEW YORK, NEW YORK (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (212) 403-0500 NOT APPLICABLE (Former name or former address, if changed since last report) 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-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. As previously reported under Item 2.01 of the Form 8-K of G-III Apparel Group, Ltd. (the "Company") filed on July 15, 2005, on July 11, 2005, the Company and its subsidiary, G-III Leather Fashions, Inc. ("G-III Leather"), entered into an agreement with Sammy Aaron, Andrew Reid, Lee Lipton, John Pollack and Sammy Aaron, as Seller's Representative, pursuant to which G-III Leather acquired all of the outstanding capital stock of J. Percy for Marvin Richards, Ltd., all of the membership interests of CK Outerwear, LLC and 50% of the membership interests of Fabio Licensing, LLC (collectively, "Marvin Richards"). The description of the acquisition of Marvin Richards included in the Company's Form 8-K filed on July 15, 2005 is incorporated by reference herein. This amended report on Form 8-K is being filed to complete the response to Item 9.01 with respect to the Marvin Richards acquisition. On July 11, 2005, the Company and G-III Leather also entered into an agreement (the "Winlit Agreement") with Winlit Group, Ltd. ("Winlit"), David Winn and Richard Madris pursuant to which G-III Leather acquired the operating assets of Winlit. The Company has guaranteed the obligations of G-III Leather under the Winlit Agreement. The description of the acquisition of Winlit included in the Company's Form 8-K filed on July 15, 2005 is incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Audited financial statements of Marvin Richards for the year ended December 31, 2004 and the Report of Eisner, LLP, Independent Registered Public Accounting Firm, and unaudited financial statements of Marvin Richards for the six months ended June 30, 2005 and 2004, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference. (b) Pro Forma Financial Information. The following unaudited pro forma condensed consolidated financial data reflecting the effects of the Marvin Richards and Winlit acquisitions is filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference: Narrative overview and unaudited pro forma combined condensed financial statements, consisting of (i) unaudited pro forma condensed consolidated statements of income for the year ended January 31, 2005 and the six months ended July 31, 2005 and 2004 and notes thereto, and (ii) unaudited pro forma condensed consolidated balance sheet as of January 31, 2005 and notes thereto. (c) Shell Company Transactions. Not applicable. (d) Exhibits. 99.1 Audited financial statements of Marvin Richards for the year ended December 31, 2004 and the Report of Eisner, LLP, Independent Registered Public Accounting Firm, and unaudited financial statements of Marvin Richards for the six months ended June 30, 2005 and 2004. 99.2 Unaudited pro forma condensed consolidated financial data reflecting the effects of the Marvin Richards and Winlit acquisitions. 99.3 Consent of Eisner, LLP, Independent Registered Public Accounting Firm. SIGNATURE 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: September 26, 2005 By: /s/ Neal S. Nackman --------------------------------- Name: Neal S. Nackman Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. Description --- ----------- 99.1 Audited financial statements of Marvin Richards for the year ended December 31, 2004 and the Report of Eisner, LLP, Independent Registered Public Accounting Firm, and unaudited financial statements of Marvin Richards for the six months ended June 30, 2005 and 2004. 99.2 Unaudited pro forma condensed consolidated financial data reflecting the effects of the Marvin Richards and Winlit acquisitions. 99.3 Consent of Eisner, LLP, Independent Registered Public Accounting Firm.
G-III Apparel (GIII)
Filed: 27 Sep 05, 12:00am