Guess ?, Inc.
Ticker: GES 1444 South Alameda Street
Exchange: New York Stock Exchange Los Angeles, California 90021
Industry: Manufacturing (213) 765-3100

Type of Shares:Common Shares Filing Date:5/24/96
U.S. Shares:5,600,000 Offer Date:8/7/96
Non-U.S. Shares:1,400,000 Filing Range:$21.00 - $23.00
Primary Shares:7,000,000 Offer Price:$18.00
Secondary Shares:0 Gross Spread:$1.10
Offering Amount: $154,000,000 Selling:$0.65
Expenses: - Reallowance:$0.10
Shares Out After: -

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Morgan Stanley & Co. IncorporatedCo-manager (212) 703-4797

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 4/2/95 3/31/96
Revenue:$486.73$134.90$124.90Assets:$239.27
Net Income:$40.09$15.19$12.76Liabilities:$221.80
EPS:Equity:$17.47

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company founded in 1981 by the Marciano brothers, designs, markets, distributes and licenses one of the world's leading lifestyle collections of casual apparel, accessories and related consumer products. The company's apparel for men and women is inspired by an appreciation of the American lifestyle combined with a European flair and is marketed under the trademarks, GUESS, GUESS U.S.A., GUESS? and TRIANGLE DESIGN and GUESS COLLECTION. The lines include full collections of denim and cotton clothing, including jeans, pants, overalls, skirts, dresses, shorts, blouses, shirts, jackets and knitwear. In addition, the company has granted licenses to manufacture and distribute a broad range of products that complement the company's apparel lines, including watches, clothing for infants and children, eye wear, footwear, activewear, home products and other fashion accessories. The company's product quality combined with captivating advertising images have created a global brand franchise with products that appeal to style-conscious consumers across a broad spectrum of ages.

Use of Proceeds
Proceeds from the proposed offering will be used to repay the S Distribution Notes; remaining proceeds will be used to repay outstanding advances under the company's revolving credit facility.

Last updated: 10/28/96

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