Edgar Filing: G III APPAREL GROUP LTD /DE/

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2005

REGISTRATION NO. 333-128239

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)

DELAWARE 41-1590959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

512 SEVENTH AVENUE, NEW YORK, NEW YORK 10018, (212) 403-0500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

MORRIS GOLDFARB, CHIEF EXECUTIVE OFFICER
G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 403-0500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

COPIES TO:

NEIL GOLD, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
TELEPHONE (212) 318-3000
FACSIMILE (212) 318-3400

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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THIS INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED OCTOBER 5, 2005

PROSPECTUS

581,666 SHARES

[G-III APPAREL GROUP, LTD. LOGO OMITTED]

COMMON STOCK

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This prospectus relates to 581,666 shares of our common stock that may
be offered for resale by the selling stockholders named in this prospectus. No
securities are being offered or sold by us pursuant to this prospectus.

The selling stockholders acquired the shares of our common stock to
which this prospectus relates directly from us in connection with (a) our
acquisition of J. Percy For Marvin Richards, Ltd. and affiliated companies and
(b) our sale of shares to three of the principals of Winlit Group, Ltd. We will
not receive any of the proceeds from the sale of shares of our common stock by
the selling stockholders.

Our common stock is quoted on The Nasdaq National Market under the
symbol "GIII." The last reported sale price of our common stock on The Nasdaq
National Market on September 30, 2005 was $11.24 per share.

The selling stockholders may sell their shares of our common stock from
time to time on The Nasdaq National Market or otherwise, in one or more
transactions at fixed prices, at prevailing market rates at the time of sale or
at prices negotiated with purchasers. The selling stockholders will be
responsible for any commissions or discounts due to brokers or dealers. We will
pay substantially all expenses of registration of the shares of our common stock
to which this prospectus relates.

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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is , 2005.

TABLE OF CONTENTS

PAGE
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SUMMARY........................................................1
RISK FACTORS...................................................5
BUSINESS......................................................11
USE OF PROCEEDS...............................................20
SELLING STOCKHOLDERS..........................................20
PLAN OF DISTRIBUTION..........................................22
LEGAL MATTERS.................................................23
EXPERTS.......................................................23
NOTE REGARDING FORWARD-LOOKING STATEMENTS.....................24
WHERE YOU CAN FIND MORE INFORMATION...........................24
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............25

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We have not authorized any person to give any information or make any
statement that differs from what is in this prospectus. If any person does make
a statement that differs from what is in this prospectus, you should not rely on
it. This prospectus is not an offer to sell, nor is it a solicitation of any
offer to buy, these securities in any state in which the offer or sale is not
permitted. The information in this prospectus is complete and accurate as of its
date, but the information may change after that date. You should not assume that
the information in this prospectus is accurate as of any date after its date.

SUMMARY

This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or SEC, utilizing a "shelf" registration
statement. Under this shelf process, the selling stockholders may from time to
time sell the shares of our common stock that they hold in one or more
offerings. This prospectus provides you with a general description of the shares
being offered. You should read this prospectus, including all documents
incorporated herein by reference, together with the additional information
described under the heading "Where You Can Find More Information."

The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the shares being offered under this prospectus. You should read the
registration statement and the accompanying exhibits for further information.
The registration statement and exhibits can be read and are available to the
public over the Internet at the SEC's website at http://www.sec.gov as described
under the heading "Where You Can Find More Information."

Unless the context otherwise requires, "G-III", "us", "we" and "our"
refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal
years refer to the year ended or ending on January 31 of that year. For example,
our fiscal year ended January 31, 2005 is referred to as "fiscal 2005." Our
Internet address is http://www.g-iii.com.

COMPANY OVERVIEW

G-III designs, manufactures, imports and markets an extensive range of
outerwear and sportswear including coats, jackets, pants, skirts and other
sportswear items, as well as handbags and accessories, under licensed labels,
our own proprietary labels and private retail labels. Our strategy is based upon
delivering superior apparel value to the retail consumer through recognizable
brands. We distribute our products through a broad mix of retail partners at a
variety of price points.

The sale of licensed products is a key element of our strategy. We have
been distributing products under licensed brands for over ten years. We have
licenses to produce products under the Kenneth Cole New York, Reaction Kenneth
Cole, Calvin Klein, ck Calvin Klein, Nine West, Cole Haan, Guess?, Jones New
York, Jones NY Collection, Sean John, Cece Cord, IZOD, St. John, House of
Dereon, Ellen Tracy, Tommy Hilfiger, Donald Trump, James Dean, Bill Blass,
Blassport, London Fog, Pacific Trail and BCBG by Max Azria fashion labels. We
are also licensed to produce products containing trademarks of the National
Football League, National Basketball Association, Major League Baseball,
National Hockey League, Louisville Slugger, Nascar, World Poker Tour, and many
colleges and universities located in the United States.

Proprietary labels under which we currently sell product include G-III,
Black Rivet, Siena Studio, Colebrook & Co., JLC, J.L. Colebrook, Colebrook,
Colebrook Essentials, Colebrook Classics, G-III by Carl Banks, Marvin Richards,
Winlit, NY 10018 and LNR.

We operate our business in two segments, licensed apparel and
non-licensed apparel. The licensed apparel segment includes sales of apparel
brands licensed by us from third parties. The non-licensed apparel segment
principally includes sales of apparel under our own brands and private label
brands owned by retailers, as well as commission fee income received on sales
that are financed by and shipped directly to our customers.

We are a Delaware corporation that was formed in 1989. We and our
predecessors have conducted our business since 1974. Our executive offices are
located at 512 Seventh Avenue, New York, New York 10018, and our telephone
number at that address is (212) 403-0500.

RECENT DEVELOPMENTS

Acquisition of J. Percy For Marvin Richards, Ltd. and Affiliated Companies

On July 11, 2005, we 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,
which we refer to collectively as Marvin Richards.

We acquired Marvin Richards for aggregate consideration consisting of
$19,185,000 in cash, 466,666 shares of our common stock and 150,000 shares of
our common stock that may vest based on the Closing Price (defined to mean the
average closing price of our common stock for 20 consecutive trading days) as
follows:

APPLICABLE NUMBER OF
VESTING CONDITION UNVESTED SHARES
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If, at any time between July 11, 2005 and January 31, 2009, the Closing
Price is $20.00 or greater............................................ 50,000
If, at any time between July 11, 2005 and January 31, 2007, the Closing
Price is $10.00 or greater............................................ 25,000
If, at any time between February 1, 2006 and January 31, 2008, the
Closing Price is $11.00 or greater.................................... 25,000
If, at any time between February 1, 2007 and January 31, 2008, the
Closing Price is $12.00 or greater.................................... 25,000
If, at any time between February 1, 2008 and January 31, 2009, the
Closing Price is $13.00 or greater.................................... 25,000
All of the above shares vest if at any time between July 11, 2005 and
January 31, 2007, the Closing Price is $20.00 or greater.............. 150,000
(or such lower number of shares that are
then subject to our repurchase right)

We have the right to repurchase any of these unvested shares for $.01 per share
if the vesting condition described above can no longer be satisfied. In August
2005, 25,000 of these shares vested. The 466,666 shares issued in connection
with the acquisition of Marvin Richards and the 25,000 shares that have vested
are included in the shares covered by this prospectus.

The sellers are entitled to receive additional purchase price based on
the performance of our new Marvin Richards division through the fiscal year
ending January 31, 2009.

Marvin Richards has been an outerwear manufacturer and supplier for
over 20 years under the Marvin Richards brand name. In addition, it has licenses
for men's and women's outerwear under the Calvin Klein brand name and women's
outerwear under the St. John brand name. Marvin Richards also conducts a variety
of private label programs.

Acquisition of Operating Assets of Winlit Group, Ltd.

On July 11, 2005, we acquired specified operating assets of Winlit
Group, Ltd., which we refer to as Winlit. We acquired the operating assets of
Winlit by paying $580,000 in cash and assuming $6.7 million of Winlit's bank
debt that became part of the revolving credit debt under the Financing Agreement
(see "--Financing Agreement" below). The seller is entitled to receive
additional purchase price based on the performance of our new Winlit division
through January 31, 2009.

Winlit has been a supplier of outerwear for over 35 years. As a result
of acquiring Winlit's assets, we have licenses for outerwear under the Guess?
brand name and leather outerwear under the Tommy Hilfiger brand name, as well as
licenses for Ellen Tracy, London Fog, Pacific Trail and BCBG by Max Azria.
Winlit also sells apparel under the Winlit, La Nouvelle Renaissance, LNR, and NY
10018 owned names and through private label programs.

Contemporaneously with our acquisition of specified operating assets of
Winlit, we sold an aggregate of 90,000 shares of our common stock to David Winn,
Richard Madris and Geoffrey Freeman, at a price of $7.50 per share. These shares
are included in the shares covered by this prospectus.

Financing Agreement

On July 11, 2005, we entered into a financing agreement, which we refer
to as the Financing Agreement, with The CIT Group/Commercial Services, Inc., as
agent, and Bank Leumi USA, CIT, Commerce Bank, N.A., HSBC Bank USA, National
Association, Israel Discount Bank of New York and Webster Business Credit, as
lenders. The Financing Agreement is a three year senior secured credit facility
providing for borrowings in the aggregate principal amount of up to $195
million. The facility consists of a revolving line of credit and a term loan.

The revolving line of credit provides for a maximum line ranging from
$45 million to $165 million at specific times during the year, provided that
there are no borrowings outstanding for at least 45 days during the period from
December 1 through April 30 each year. Amounts available under the line are
subject to borrowing base formulas and over advances as specified in the
Financing Agreement. Borrowings under the line of credit bear interest at our
option at the prime rate or LIBOR plus 2.25%.

The term loan is in the principal amount of $30 million payable over
three years with eleven quarterly installments of principal in the amount of
$1,650,000, commencing on December 31, 2005, and the remaining balance of
$11,850,000 due on maturity of the loan. Mandatory prepayments are required
under the term loan commencing with the fiscal year ending January 31, 2007 to
the extent of 50% of excess cash flow, as defined. The term loan bears interest,
at our option, at prime plus 1% or LIBOR plus 3.25%.

The Financing Agreement requires that we, among other things, (i)
maintain net worth, as defined, of $48 million as of October 31, 2005, and $45
million as of January 31, 2006, and effective net worth in amounts to be
determined with respect to later periods; (ii) achieve earnings before interest,
taxes, depreciation and amortization, or EBITDA, of $15 million as of the end of
the twelve months ending October 31, 2005 and $20 million as of the end of the
twelve months ending January 31, 2006, and EBITDA to be determined with respect
to later periods; and (iii) maintain fixed charge coverage ratios of 1.35 to 1.0
for the three month period ending October 31, 2005 and 1.30 to 1.0 for the six
month period ending January 31, 2006, and fixed charge coverage ratios to be
determined with respect to later periods. The Financing Agreement also limits
payments for cash dividends and stock redemptions to $1.5 million plus an
additional amount for stock redemptions based on the proceeds of sales of equity
securities. The Financing Agreement is secured by all of our assets.

On July 11, 2005, in connection with the Financing Agreement entered
into on that date, we repaid in full all borrowings under our previously
existing secured working capital line of credit. As a result, the Sixth Amended
and Restated Loan Agreement, dated April 29, 2002, by and among G-III Leather,
the banks signatory thereto and Fleet Bank, N.A., as agent, as amended, was
terminated.

New Director and Chief Financial Officer

On September 14, 2005, our board of directors elected Laura Pomerantz
as a director and promoted Neal Nackman to the position of Chief Financial
Officer.

SHARES OFFERED

We are registering for resale by the selling stockholders an aggregate
of 581,666 of our shares of common stock that were acquired directly from us as
a result of (a) the issuance of 466,666 shares in connection with our
acquisition of Marvin Richards, (b) 25,000 unvested shares issued in connection
with the acquisition of Marvin Richards that vested in August 2005 and (c) our
sale of 90,000 shares to three of the principals of Winlit.

We are also registering for resale any additional shares of common
stock which may become issuable for no additional consideration by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of our shares of common stock outstanding.

RISK FACTORS

In addition to the other information in this prospectus, you should
carefully consider the following factors in evaluating us and our business
before purchasing the shares of common stock offered hereby. This prospectus
contains, in addition to historical information, forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below, as well as those discussed elsewhere in this
prospectus, including the documents incorporated by reference.

RISK FACTORS RELATING TO OUR OPERATIONS

THE FAILURE TO MAINTAIN OUR LICENSING ARRANGEMENTS COULD HAVE A MATERIALLY
ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

We are dependent on sales of licensed product for a substantial portion
of our revenues. In fiscal 2005, revenues from the sale of licensed product
accounted for 68.0% of our net sales compared to 78.4% of our net sales in
fiscal 2004 and 52.8% of our net sales in fiscal 2003.

We are generally required to achieve specified minimum net sales, pay
specified royalties and advertising payments and receive prior approval of the
licensor as to all elements of a garment prior to production. License agreements
also may restrict our ability to enter into other license agreements for
competing products. If we do not satisfy any of these requirements, a licensor
usually will have the right to terminate our license. Even if a licensor does
not terminate our license, the failure to achieve net sales sufficient to cover
our required minimum royalty payments could have a material adverse effect on
our results of operations. If a license contains a renewal provision, there are
usually minimum sales and other conditions that must be met in order to be able
to renew a license. Even if we comply with all the terms of a licensing
agreement, we cannot be sure that we will be able to renew an agreement when it
expires even if we desire to do so.

OUR SUCCESS IS DEPENDENT ON THE STRATEGIES AND REPUTATION OF OUR LICENSORS.

Our business strategy is to offer our products on a multiple brand,
multiple channel and multiple price point basis. As a part of this strategy we
license the names and brands of numerous recognized companies, designers and
celebrities. In entering into these license agreements, we plan our products to
be targeted towards different market segments based on consumer demographics,
design, suggested pricing and channel of distribution. If any of our licensors
decides to "reposition" its products under the brands we license from them,
introduce similar products under similar brand names or otherwise change the
parameters of design, pricing, distribution, target market or competitive set,
we could experience a significant downturn in that brands' business, adversely
affecting our sales and profitability. In addition, as products may be
personally associated with designers or celebrities, our sales of those products
could be materially and adversely affected if any of those individuals' images,
reputations or popularity were to be negatively impacted.

IF WE ARE UNABLE TO SUCCESSFULLY TRANSLATE MARKET TRENDS INTO ATTRACTIVE PRODUCT
OFFERINGS, OUR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED.

Our ability to successfully compete depends on a number of factors,
including our ability to effectively anticipate, gauge and respond to changing
consumer demands and tastes across multiple product lines and tiers of
distribution. We are required to translate market trends into attractive product
offerings and operate within substantial production and delivery constraints. We
cannot be sure we will continue to be successful in this regard. For example, a
key part of our success in fiscal 2004 was a result of increased sales of
fashion sports

apparel. This trend did not continue in fiscal 2005 and, as a result, our
results of operations were materially adversely affected. We need to respond to
changing trends in order to be successful.

IF OUR CUSTOMERS CHANGE THEIR BUYING PATTERNS OR DEVELOP THEIR OWN PRIVATE LABEL
BRANDS, OUR SALES TO THESE CUSTOMERS COULD BE MATERIALLY ADVERSELY AFFECTED.

Our customers' buying patterns, as well as the need to provide
additional allowances to vendors, could have a material adverse effect on our
business, results of operations and financial condition. Customers' strategic
initiatives, including developing their own private labels brands and reducing
the number of vendors they purchase from, could also impact our sales to these
customers.

IF WE MISCALCULATE THE MARKET FOR OUR PRODUCTS, WE MAY END UP WITH SIGNIFICANT
EXCESS INVENTORIES FOR SOME PRODUCTS AND MISSED OPPORTUNITIES FOR OTHERS.

We often produce garments to hold in inventory in order to meet our
customers' delivery requirements and to be able to quickly fulfill reorders. If
we misjudge the market for our products, we may be faced with significant excess
inventories for some products and missed opportunities with others. In addition,
weak sales and resulting markdown requests from customers could have a material
adverse effect on our business, results of operations and financial condition.

WE ARE DEPENDENT UPON INDEPENDENT FOREIGN MANUFACTURERS.

We do not own or operate any manufacturing facilities. Almost all of
our products are imported from independent foreign manufacturers. Our dependence
on independent manufacturers has increased as a result of the closing of our
Indonesian manufacturing facility and the sale of our joint venture interest in
a manufacturing facility in China. The failure of independent manufacturers to
ship products to us in a timely manner or to meet required quality standards
could cause us to miss the delivery date requirements of our customers. The
failure to make timely deliveries could cause customers to cancel orders, refuse
to accept delivery of products or demand reduced prices, any of which could have
a material adverse effect on our business.

We are also dependent on these manufacturers for compliance with our
policies and the policies of our licensors and customers regarding labor
practices. In addition, since we negotiate our purchase orders with foreign
manufacturers in United States dollars, the value of the United States dollar
against local currencies could impact our cost in dollars of production from
these manufacturers. If there is continued downward pressure on the value of the
dollar, our purchase prices for our products could increase. We may not be able
to offset an increase in product costs with a price increase to our customers.

WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS ABROAD.

Our arrangements with foreign manufacturers are subject to the usual
risks of doing business abroad, including currency fluctuations, political or
labor instability and potential import restrictions, duties and tariffs. We do
not maintain insurance for the potential lost profits due to disruptions of our
overseas factories. Because our products are produced abroad, political and/or
economic instability in China or elsewhere could cause substantial disruption in
the business of our foreign manufacturers. This could materially adversely
affect our financial condition and results of operations. In addition,
heightened terrorism security concerns could subject imported goods to
additional, more frequent or more thorough inspections. This could delay
deliveries and/or increase costs which could adversely impact our results of
operations.

FLUCTUATIONS IN THE PRICE, AVAILABILITY AND QUALITY OF LEATHER OR OTHER RAW
MATERIALS USED BY US COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR COST OF GOODS
SOLD AND ABILITY TO MEET CUSTOMER DEMANDS.

We compete with numerous entities for supplies of raw materials and
manufacturing and tanning capacity. The supply of leather is vulnerable to
animal diseases as well as natural disasters that can affect the supply and
price of raw leather. For example, in the past the outbreak of mad-cow and
foot-and-mouth disease in Europe, and its after effects, adversely affected the
supply of leather. Any reoccurrence of these diseases could adversely affect us.

IF WE LOSE THE SERVICES OF OUR KEY PERSONNEL, OUR BUSINESS WILL BE HARMED.

Our future success depends on Morris Goldfarb and other key personnel.
The loss of the services of Mr. Goldfarb and any negative market or industry
perception arising from the loss of his services could have a material adverse
effect on us and the price of our shares. Our other executive officers have
substantial experience and expertise in our business and have made significant
contributions to our success. The unexpected loss of services of one or more of
these individuals could adversely affect us.

WE HAVE EXPANDED OUR BUSINESS THROUGH ACQUISITIONS THAT COULD RESULT IN
DIVERSION OF RESOURCES AND EXTRA EXPENSES. THIS COULD DISRUPT OUR BUSINESS AND
ADVERSELY AFFECT OUR FINANCIAL CONDITION.

Part of our strategy is to pursue acquisitions to expand our business.
For example, in July 2005, we acquired Marvin Richards and the operating assets
of Winlit. The negotiation of potential acquisitions as well as the integration
of acquired businesses could divert our management's time and resources.
Acquired businesses may not be successfully integrated with our operations. We
may not realize the intended benefits of any acquisition.

Acquisitions could result in:

o substantial cash expenditures;

o potentially dilutive issuances of equity securities;

o the incurrence of debt and contingent liabilities;

o a decrease in our profit margins; and

o amortization of intangibles and potential impairment of
goodwill.

If acquisitions disrupt our operations, our business may suffer.

WE MAY NEED ADDITIONAL FINANCING TO CONTINUE TO GROW.

The continued growth of our business depends on our access to
sufficient funds to support our growth. Our primary source of working capital to
support our growth is our line of credit and related term loan entered into in
July 2005. Our need for working capital and the amount of our debt increased as
a result of our two acquisitions in July 2005. Our term loan requires us to make
quarterly payments of $1,650,000 commencing in December 2005 with a final
payment of $11,850,000 due in July 2008. Our growth is dependent on our ability
to extend and increase the line of credit and may be dependent on our ability to
refinance the term loan if we do not generate sufficient cash to make the
payments due under the term loan. If we are unable to refinance our debt, we
cannot be sure we will be able to secure alternative financing on satisfactory
terms or at all.

RISK FACTORS RELATING TO THE APPAREL INDUSTRY

THE AGGRESSIVE AND COMPETITIVE NATURE OF THE APPAREL INDUSTRY MAY RESULT IN
LOWER PRICES FOR OUR PRODUCTS AND DECREASED GROSS PROFIT MARGINS.

The apparel business is highly competitive. We have numerous
competitors with respect to the sale of apparel, including distributors that
import apparel from abroad and domestic retailers with established foreign
manufacturing capabilities. Many of our competitors have greater financial and
marketing resources and greater manufacturing capacity than we do. We also
compete with vertically integrated apparel manufacturers that also own retail
stores. The aggressive and competitive nature of the apparel industry may result
in lower prices for our products and decreased gross profit margins, either of
which may materially adversely affect our sales and profitability. Sales of our
products are affected by style, price, quality and general fashion trends.

IF MAJOR DEPARTMENT, MASS MERCHANT AND SPECIALTY STORE CHAINS CONTINUE TO
CONSOLIDATE, OUR BUSINESS COULD BE NEGATIVELY AFFECTED.

We sell our products to major department, mass merchant and specialty
store chains. Continued consolidation in the industry, such as the purchase of
May Department Store Company by Federated Department Stores, Inc., could
negatively impact our business. If purchasing decisions become more centralized,
the risk of consolidation increases. Customers may also concentrate purchases
among a narrowing group of vendors. This could adversely affect our business.

THE CYCLICAL NATURE OF THE APPAREL INDUSTRY AND UNCERTAINTY OVER FUTURE ECONOMIC
PROSPECTS COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.

The apparel industry is cyclical. Purchases of outerwear, sportswear
and other apparel tend to decline during recessionary periods and sales of our
products may decline at other times as well for a variety of reasons, including
changes in fashion trends and the introduction of new products or pricing
changes by our competitors. Uncertainties regarding future economic prospects
could affect consumer-spending habits and have an adverse effect on our results
of operations. Uncertainty with respect to consumer spending as a result of weak
economic conditions has in the past caused our customers to delay the placing of
initial orders and to slow the pace of reorders during the seasonal peak of our
business. This had a material adverse effect on our results of operations at
times in the past and could have a material adverse effect on our results of
operations in the future as well.

THE SIGNIFICANT INCREASE IN FUEL PRICES COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.

Fuel prices have increased significantly during the past year, most
recently as a result of Hurricane Katrina. Increased gasoline prices could
adversely affect consumer spending, including spending on apparel. In addition,
higher fuel prices could cause our operating expenses to increase, especially
with respect to warehousing and freight. Any significant decrease in sales or
increase in expenses as a result of higher fuel prices could adversely affect
our results of operations.

IF NEW LEGISLATION RESTRICTING THE IMPORTATION OR INCREASING THE COST OF
TEXTILES AND APPAREL PRODUCED ABROAD IS ENACTED, OUR BUSINESS COULD BE ADVERSELY
AFFECTED.

Legislation that would restrict the importation or increase the cost of
textiles and apparel produced abroad has been periodically introduced in
Congress. The enactment of new legislation or international trade regulation, or
executive action affecting international textile or trade agreements, could
adversely affect our business. International trade agreements that can provide
for tariffs and/or quotas can increase the cost and limit the amount of product
that can be imported.

The quota system established by the World Trade Organization was
eliminated on December 31, 2004. We cannot be certain of the full impact that
this elimination will have on international trade in general and the apparel
industry in particular. We also cannot be certain of the impact of quota
elimination on our business, including increased competition that could result
from the importation of an increasing amount of lower priced apparel into the
United States. Notwithstanding quota elimination, China's accession agreement
for membership in the WTO provides that WTO member countries, including the
United States, may re-impose quotas on specific product. In May 2005, the United
States imposed unilateral quotas on several product categories, limiting growth
in imports of these categories to 7.5% a year. We are unable to assess the
potential for additional action by the United States government with respect to
these or other product categories in the event that the quantity of imported
apparel significantly disrupts the apparel market in the United States.
Additional action by the United States in response to a disruption in its
apparel market could limit our ability to import apparel and increase our costs.

OTHER RISKS RELATING TO OWNERSHIP OF OUR COMMON STOCK

TWO PERSONS ARE IN A POSITION TO SUBSTANTIALLY CONTROL MATTERS REQUIRING A
STOCKHOLDER VOTE.

As of September 30, 2005, Morris Goldfarb, our Chairman and Chief
Executive Officer, and his father, Aron Goldfarb, our founder and former
director, beneficially owned an aggregate of approximately 48.1% of our
outstanding common stock. As a result, if they vote together, they effectively
have the ability to control the outcome on all matters requiring stockholder
approval including, but not limited to, the election of directors and any
merger, consolidation or sale of all or substantially all of our assets. They
also have the ability to control our management and affairs.

THE PRICE OF OUR COMMON STOCK HAS FLUCTUATED SIGNIFICANTLY AND COULD CONTINUE TO
FLUCTUATE SIGNIFICANTLY.

Between February 1, 2004 and September 30, 2005, the market price of
our common stock has ranged from a low of $5.69 to a high of $11.89 per share.
The market price of our common stock may change significantly in response to
various factors and events beyond our control, including:

o fluctuations in our quarterly revenues or those of our
competitors as a result of seasonality or other factors;

o a shortfall in revenues or net income from that expected by
securities analysts and investors;

o changes in securities analysts' estimates of our financial
performance or the financial performance of our competitors
or companies in our industry generally;

o announcements concerning our competitors;

o changes in product pricing policies by our competitors or our
customers;

o general conditions in our industry; and

o general conditions in the securities markets.

In addition, the selling stockholders are registering 581,666 shares of
our common stock included in this prospectus, which represents approximately
7.1% of our outstanding shares of common stock as of September 30, 2005. The
average daily and weekly trading volume of our common stock on the Nasdaq
National Market is significantly lower than the number of shares covered by this
prospectus. Sales of our common stock pursuant to this prospectus could
negatively impact the price of our common stock.

THE FAILURE TO COMPLY WITH THE INTERNAL CONTROL EVALUATION AND CERTIFICATION
REQUIREMENTS OF SECTION 404 OF SARBANES-OXLEY ACT COULD HARM OUR RESULTS OF
OPERATIONS.

We are required to comply with the internal control evaluation and
certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 by
no later than the end of our 2007 fiscal year. We have recently begun the
process of determining whether our existing internal controls over financial
reporting systems are compliant with Section 404. This process may divert
internal resources and will take a significant amount of time and effort to
complete. If it is determined that we are not in compliance with Section 404, we
may be required to implement new internal control procedures and reevaluate our
financial reporting. We may experience higher than anticipated operating
expenses as well as outside auditor fees during the implementation of these
changes and thereafter. Further, we may need to hire additional qualified
personnel in order for us to be compliant with Section 404. If we are unable to
implement these changes effectively or efficiently, it could harm our
operations, financial reporting or financial results and could result in our
being unable to obtain an unqualified report on internal controls from our
independent auditors.

BUSINESS

COMPANY OVERVIEW

G-III designs, manufactures, imports and markets an extensive range of
outerwear and sportswear including coats, jackets, pants, skirts and other
sportswear items, as well as women's suits, handbags and accessories, under
licensed labels, our own proprietary labels and private retail labels. Our
strategy is based upon delivering superior apparel value to the retail consumer
through recognizable brands. We distribute our products through a broad mix of
retail partners at a variety of price points.

During fiscal 2005, we continued to expand our portfolio of licensed
fashion brands. We entered into a long-term license agreement with Cece Cord for
handbags, accessories and apparel. We have begun building this brand carefully
with the initial product being luxury handbags. We signed a license agreement
with Phillips-Van Heusen with respect to their IZOD brand for men's and women's
non-leather outerwear and added Kenneth Cole men's outerwear to our business
while also extending our Kenneth Cole women's outerwear license. In March 2005,
we announced a license to manufacture a young, contemporary women's outerwear
line for House of Dereon, a brand by the entertainer, Beyonce Knowles.

We also expanded our portfolio of sports licenses during fiscal 2005.
Our agreement with NFL Properties was renewed for two years, effective April 1,
2005. We will continue to manufacture and market a comprehensive line of adult
outerwear under a variety of NFL trademarks. In addition, we added a license
with World Poker Tour for men's and women's casual sportswear and outerwear.

In July 2005, we acquired the stock of Marvin Richards and the
operating assets of Winlit. As a result of the Marvin Richards acquisition, we
added licenses for men's and women's outerwear under the Calvin Klein brand name
and women's outerwear under the St. John brand name. We also acquired Marvin
Richards own proprietary label. As a result of acquiring Winlit's assets, we
added licenses for men's and women's outwear under the Guess? brand, leather
outerwear under the Tommy Hilfiger brand, as well as licenses for Ellen Tracy,
London Fog, Pacific Trail and BCBG by Max Azria. We also acquired Winlit's own
proprietary label.

In September 2005, we entered into a license agreement to manufacture
and distribute women's better suits under the Calvin Klein label.

retailers, as well as commission fee income received on sales that are financed
by and shipped directly to our customers.

PRODUCTS - DEVELOPMENT AND DESIGN

G-III manufactures and markets women's and men's apparel at a wide
range of retail sales prices. Our product offerings primarily include leather,
wool and textile outerwear, sportswear and women's suits. We sell products under
licensed brand names, our own brand names and private retail labels.

G-III's licensed apparel consists of both men's and women's products.
Our strategy is to seek licenses that will enable us to offer a range of
products targeting different price points and different tiers of distribution.
Women's licensed apparel includes leather, wool and textile garments that sell
at retail prices generally ranging from $100 for sportswear items to $3,500 for
outerwear. Men's licensed apparel consists of leather and textile garments that
generally sell at retail prices ranging from $50 for sportswear items to $2,000
for outerwear.

We work closely with our licensors in creating designs and styles for
each licensed brand sold by us. Licensors generally must approve, products to be
sold under their brand names prior to production by us.

G-III's proprietary branded apparel also consists of both men's and
women's products. The Black Rivet, Colebrook, Colebrook Essentials, Colebrook
Classics, Marvin Richards, Winlit and NY 10018 lines of women's apparel consist
of moderately priced women's outerwear and sportswear that typically sell at
retail prices from $40 for sportswear items to $250 for outerwear. Products in
our men's outerwear lines primarily consisting of leather outerwear, sold under
the G-III, Colebrook and Winlit labels, typically have retail prices between $40
and $400. Siena Studio and LNR, our bridge-priced lines of women's leather and
textile apparel, primarily consist of jackets, skirts and related sportswear
separates with retail prices from $100 for skirts to $700 for outerwear.

We also work with retail chains in developing product lines sold under
private labels. We meet frequently with department and specialty chain store
buyers who custom order products by color, fabric and style. These buyers may
provide samples to us or may select styles already available in our showrooms.
We believe we have established a reputation among these buyers for the ability
to arrange for the manufacture of apparel on a reliable, expeditious and
cost-effective basis.

Our in-house designers are responsible for the design and look of our
licensed and non-licensed products. We respond to style changes in the apparel
industry by maintaining a continuous program of style, color, leather, and
fabric selection. In designing new products and styles, we attempt to
incorporate current trends and consumer preferences in our product offerings. We
seek to design products in response to trends in consumer preferences, rather
than to attempt to establish market trends and styles.

Design personnel meet regularly with our sales and merchandising
department, as well as with the design and merchandising staffs of our
licensors, to review market trends, sales results and the popularity of our
latest products. In addition, our representatives regularly attend trade and
fashion shows and shop at fashion forward stores in the United States, Europe
and the Far East. Their efforts include extensive research using trend and color
services. They present sample items to us along with their evaluation of the
styles expected to be in demand in the United States. We also seek input from
selected customers with respect to product design. We believe that our
sensitivity to the needs of retailers, coupled with the flexibility of our
production capabilities and our continual monitoring of the retail market,
enables us to modify designs and order specifications in a timely fashion.

MANUFACTURING AND SOURCING

G-III imports its products from independent manufacturers located
primarily in China and, to a lesser extent, in South Korea, the Ukraine, Eastern
Europe, the Dominican Republic, Macau, Sri Lanka and Vietnam. A small portion of
our garments is manufactured in the United States.

In January 2005, we sold our joint venture interest in a factory in
Northern China to our joint venture partner. We manufactured approximately 12%
of our products at this factory in fiscal 2005. We expect to continue to source
comparable unit levels of production through this factory, although the
percentage of our products from this factory will decrease as a result of our
recent acquisitions. As of July 31, 2005, we continued to employ 18 people at
this factory to perform quality control and supervisory functions.

We have opened two representative offices in China. As a result, we are
also in the process of closing our branch office in Korea that had acted as a
liaison between us and manufacturers in the Far East. Our new offices are
located in Qingdao and Hangzhou, China. Because a majority of our production is
being sourced in China, we believe it is more efficient to provide the liaison
functions in closer proximity to where the manufacturing occurs. Our China
offices perform the functions that had previously been performed in Korea. At
July 31, 2005, we had 34 employees in our Qingdao branch office, 9 employees in
our Hangzhou branch office and 4 employees remaining in our South Korean office.

G-III's headquarters provides these liaison offices with production
orders stating the quantity, quality and types of garments to be produced.
Liaison office personnel negotiate and place orders with one or more
manufacturers. In allocating production among independent suppliers, we consider
a number of criteria, including quality, availability of production capacity,
pricing and ability to meet changing production requirements.

To facilitate better service for our customers and accommodate the
volume of manufacturing in the Far East, we also have an office in Hong Kong.
Similar to the offices in China, the Hong Kong office acts as a liaison between
G-III and various manufacturers of textile and leather apparel located in China.
We utilize our domestic and Hong Kong office employees to monitor production at
each manufacturer's facility to ensure quality control, compliance with our
specifications and timely delivery of finished garments to our distribution
facilities or customers. At July 31, 2005, the Hong Kong office employed 3
persons.

In connection with the foreign manufacture of our apparel,
manufacturers purchase leather skins under our direction. In addition, they
purchase necessary "submaterials" (such as linings, zippers, buttons and
trimmings) according to parameters specified by us. Prior to commencing the
manufacture of garments, samples of the skins or submaterials are sent to us for
approval. We regularly inspect and supervise the manufacture of products for us
in order to ensure timely delivery, maintain quality control and monitor
compliance with our manufacturing specifications. We also inspect finished
apparel at the factory site.

The manufacture of the substantial majority of our apparel is performed
manually. A pattern is used in cutting fabric to panels that are assembled in
the factory. All submaterials are also added at this time. Products are
inspected throughout this process to insure that the design and quality
specifications of the order provided by us are being maintained as the garment
is assembled. After pressing, cleaning and final inspection, the garment is
labeled and ready for shipment. A final random inspection occurs when the
garments are packed for shipment.

We generally arrange for the production of apparel on a purchase order
basis, with each order to a foreign manufacturer generally backed by an
irrevocable international letter of credit. Substantially all letters of credit
arranged by us require as a condition, among others, of release of funds to the
manufacturer that an inspection certificate be signed by our representative.
Accordingly, if an order is not filled, the letter of credit

is not paid and we do not bear the risk of liability for the goods being
manufactured. We assume the risk of loss predominantly on a F.O.B. basis when
goods are delivered to a shipper and are insured against casualty losses arising
during shipping.

As is customary in the apparel industry, we have not entered into any
long-term contractual arrangements with any contractor or manufacturer. We
believe that the production capacity of foreign manufacturers with whom we have
developed, or are developing, a relationship is adequate to meet our apparel
production requirements for the foreseeable future. We believe that alternative
foreign apparel manufacturers are readily available.

Until January 1, 2005, our textile apparel was subject to quota
restrictions. Quota represented the right to export amounts of certain
categories of merchandise into a country. On January 1, 2005, pursuant to the
Agreement on Textiles and Clothing, quota on textile and apparel products was
eliminated for World Trade Organization, or WTO, members, including the United
States. China's accession agreement for membership in the WTO provides that WTO
member countries may re-impose quotas on specific categories of products if it
is determined that imports from China have surged and are threatening to create
a market disruption for these categories of products. In May 2005, the United
States imposed unilateral quotas on several product categories, limiting growth
in imports of these categories to 7.5% a year. Currently, these limitations do
not apply to products imported by us from China. It is too soon for us to assess
the effect of the elimination of quotas and the reimposition of quotas by the
United States.

Our arrangements with textile manufacturers and suppliers are subject
to requisite customs clearances for textile apparel and the imposition of export
duties. United States Customs duties on our textile apparel presently range from
duty free to 28%, depending upon the type of fabric used and how the garment is
constructed. Countries in which our products are manufactured and sold may, from
time to time, impose new duties, tariffs, surcharges or other import controls or
restrictions or adjust prevailing duty or tariff levels. We continually monitor
duty, tariff and other import restriction developments. We seek to minimize our
potential exposure to import related risks through, among other measures,
geographical diversification of manufacturing sources and shifts of production
among countries and manufacturers. Virtually all of our imported leather
products are subject to United States Customs duties of approximately 6%.

A majority of all finished goods manufactured for us is shipped to our
New Jersey warehouse and distribution facilities or to designated third party
facilities for final inspection and allocation and reshipment to customers. The
goods are delivered to our customers and us by independent shippers, choosing
the form of shipment (principally ship, truck or air) based upon a customer's
needs, cost and time considerations.

MARKETING AND DISTRIBUTION

G-III's products are sold primarily to department, specialty and mass
merchant retail stores in the United States. We sell to approximately 3,000
customers, ranging from national and regional chains of specialty retail and
department stores, whose annual purchases from us exceed $1 million, to small
specialty stores whose annual purchases from us are less than $1,000.

Sales to the Sam's Club and Wal-Mart divisions of Wal-Mart Stores, Inc.
accounted for an aggregate of 20.2% of our net sales in fiscal 2003, 15.3% of
our net sales in fiscal 2004 and 15.0% of our net sales in fiscal 2005. The loss
of this customer, or a significant reduction in purchases by this customer,
could have a material adverse affect on our results of operations. No other
customer accounted for more than 8% of our net sales during any of these three
fiscal years.

Almost all of our sales are made in the United States. We also market
our products in Canada, Europe and the Far East, which account for less than 1%
of our total net sales.

Along with our foreign offices, our trading company subsidiary, Global
International Trading Company, or Global, located in Seoul, Korea, had assisted
in providing services to our customers. In connection with our opening of the
two new representative offices in China, Global transitioned these functions to
our China offices. The functions include managing a sample room and assisting in
the procurement of finished garments. As of July 31, 2005, Global had no
employees.

G-III's products are sold primarily through a direct sales force that
consisted of 52 employees as of July 31, 2005. Our principal executives are also
actively involved in sales of our products. Some of our products are also sold
by various retail buying offices and independent sales representatives located
throughout the United States. Final authorization of all sales of products is
solely through our New York showrooms, enabling our management to deal directly
with, and be readily accessible to, major customers, as well as to more
effectively control our selling operations.

Brand name products sold by us pursuant to a license agreement are
promoted by institutional and product advertisements placed by the licensor. Our
license agreements generally provide that we are required to pay the licensor a
fee, based on a percentage of net sales of licensed product, to pay for a
portion of these advertising costs. We may also be required to spend a specified
percentage of net sales of a licensed product on advertising placed by us.

We primarily rely on our reputation and relationships to generate
business in our non-licensed segment. We believe we have developed a significant
customer following and positive reputation in the industry, as a result of,
among other things, standards of quality control, on-time delivery, competitive
pricing and willingness and ability to assist customers in their merchandising
of our products. In addition, we have, to a limited extent, advertised our own
labels and engaged in cooperative advertising programs with retailers. We
believe we have developed brand awareness of our own labels primarily through
our reputation, consumer acceptance and the fashion press.

RAW MATERIALS

We purchase most products manufactured for us on a finished goods
basis. Raw materials used in the production of our apparel are available from
numerous sources. The leather apparel industry competes with manufacturers of
other leather products for the supply of leather. Leather skins are a byproduct.
Accordingly, raw material costs for leather products are impacted by changes in
meat consumption worldwide, as well as by the popularity of leather products.

We are not aware of any manufacturer of our apparel not being able to
satisfy its requirements for any required raw materials due to an inadequacy of
supply.

LICENSING

The sale of licensed products is a key element of our strategy and we
have continually expanded our offerings of licensed products over the past ten
years.

During fiscal 2005, we expanded our license with Kenneth Cole
Productions to include men's outerwear under the Kenneth Cole New York and
Reaction Kenneth Cole fashion labels, while also extending our license for
Kenneth Cole women's outerwear. We entered into license agreements with Cece
Cord for handbags, accessories and apparel, and with Phillips-Van Heusen
Corporation with respect to its IZOD brand for men's and women's non-leather
outerwear. Our initial products under the CeCe Cord label are luxury handbags.
We began shipping men's IZOD product for the 2005 fall season and women's IZOD
product for the 2005 holiday season.

We expanded our portfolio of sports apparel licenses to include the
World Poker Tour for men's and women's casual sportswear and outerwear, NASCAR
for activewear and outerwear for men, women and juniors and The Yard for men's
and women's apparel and outerwear. We also extended our agreement with NFL
Properties for a two year period effective April 1, 2005.

In March 2005, we announced a license to manufacture a young,
contemporary women's outerwear line for House of Dereon, a brand by the
entertainer, Beyonce Knowles. We launched this line for the 2005 holiday season.

As a result of our two acquisitions in July 2005, we have added
licenses for Calvin Klein, St. John, Guess?, Tommy Hilfiger, Ellen Tracy, London
Fog, Pacific Trail and BCBG MaxAzria.

In September 2005, we entered into a license agreement to manufacture
and distribute women's better suits under the Calvin Klein label.

The following table sets forth for each of our principal licenses the
date on which the current term ends and the date on which any potential renewal
term ends:

DATE CURRENT DATE POTENTIAL
LICENSE TERM ENDS RENEWAL TERM ENDS
------- --------- -----------------

Kenneth Cole NY/Reaction Kenneth Cole.................. December 31, 2008 December 31, 2012
Calvin Klein (Men's)................................... December 31, 2010 December 31, 2015
Calvin Klein (Women's)................................. December 31, 2008 December 31, 2013
Calvin Klein (Women's Suits) December 31, 2011 None
Cole Haan.............................................. January 31, 2007 None
Guess/Guess? (Women's)................................. December 31, 2009 None
Guess/Guess? (Men's)................................... December 31, 2009 None
Jones New York/Jones NY Collection..................... January 31, 2007 January 31, 2009
Sean John.............................................. January 31, 2007 January 31, 2010
Cece Cord.............................................. January 31, 2024 None
Izod................................................... December 31, 2007 December 31, 2013
St. John............................................... February 28, 2006 None
House of Dereon........................................ January 31, 2009 January 31, 2012
Ellen Tracy/Linda Allard Ellen Tracy/
Company Ellen Tracy.................................... December 31, 2007 December 31, 2010
Tommy Hilfiger......................................... March 31, 2009 None
Bill Blass/Blassport................................... January 31, 2006 January 31, 2009
National Football League............................... March 31, 2007 None
National Basketball Association........................ September 30, 2006 None
Major League Baseball.................................. December 31, 2007 None
National Hockey League................................. January 30, 2006 None
NHL Canada............................................. December 31, 2005 None
Hardwood Classics...................................... September 30, 2005 None
Collegiate Licensing Company........................... March 31, 2007 None
CLC/The Yard........................................... June 30, 2006 None
Louisville Slugger..................................... January 31, 2008 January 31, 2011
United States Tennis Association....................... December 31, 2005 None
James Dean Leather..................................... December 31, 2006 December 31, 2010
James Dean Denim....................................... December 31, 2006 None
NASCAR................................................. December 31, 2005 None
World Poker Tour....................................... September 30, 2007 None

DATE CURRENT DATE POTENTIAL
LICENSE TERM ENDS RENEWAL TERM ENDS
------- --------- -----------------

Donald Trump........................................... January 31, 2009 January 31, 2012
BCBG Max Azria......................................... December 31, 2005 None
London Fog/Limited Edition by London Fog............... December 31, 2005 None
Pacific Trail/Northern Exposure........................ December 31, 2006 December 31, 2009

Under our licensing agreements, we are generally required to achieve
minimum net sales of licensed products, pay guaranteed minimum royalties, make
specified royalty and advertising payments, usually based on a percentage of net
sales of licensed products, and receive prior approval of the licensor as to all
elements of a garment prior to production. If we do not satisfy any of these
requirements, a licensor usually will have the right to terminate our license.

Our ability to extend the current term of a license agreement is
usually subject to attaining minimum sales and/or royalty levels and to our
compliance with all of the terms of the agreement. In addition, other criteria
may also impact our ability to renew a license. We cannot be sure that we will
be able to renew a license agreement when it expires even if we desire to do so.

In November 2004, we entered into a license agreement with Kenneth Cole
Productions (LIC), Inc. to manufacture, market and distribute men's and women's
outerwear under the "Kenneth Cole New York" and "Reaction Kenneth Cole"
trademarks. We previously had a license agreement with Kenneth Cole Productions
for these trademarks for women's outerwear that was to expire December 31, 2004.
The new agreement expands our relationship with Kenneth Cole Productions from
the prior agreement to include both women's and men's outerwear.

The license agreement, which was effective January 1, 2005, is for a
term of four years with one four-year renewal term, subject to satisfying
certain performance conditions, including achieving certain levels of net sales.
The agreement provides for the payment to Kenneth Cole Productions of a license
acquisition fee payable one third at signing and the remainder in equal annual
installments over the term of the agreement, as well as the issuance of 50,000
shares of our common stock to Kenneth Cole Productions. Under the terms of the
agreement, we are required to achieve minimum net sales of licensed product each
year, make royalty and advertising payments to Kenneth Cole Productions based on
a percentage of net sales, pay guaranteed minimum royalty and advertising
payments to Kenneth Cole Productions each year and spend amounts to promote and
market licensed products based on a percentage of net sales.

We continue to seek other opportunities to enter into license
agreements in order to expand our product offerings under nationally recognized
labels and broaden the markets that we serve. Revenues from the sale of licensed
products accounted for 68.0% of our net sales during fiscal 2005 compared to
78.4% of our net sales in fiscal 2004 and 52.8% of our net sales in fiscal 2003.
In fiscal 2005, the decrease in sales of licensed product as a percentage of
total net sales was primarily attributable to our largest customer shifting from
orders for licensed product to orders for our proprietary branded product. The
significant increase in fiscal 2004 compared to fiscal 2003 in the percentage of
our net sales accounted for by licensed products was the result of increased
sales of our licensed sports apparel and the shift in sales to our largest
customer from primarily proprietary branded product to primarily licensed
product.

SEASONALITY

Retail sales of outerwear apparel have traditionally been seasonal in
nature. Although we sell our apparel products throughout the year, net sales in
the months of July through November accounted for approximately 74% of our net
sales in fiscal 2005, 75% of our net sales in fiscal 2004 and 76% of our net
sales

in fiscal 2003. The July through November time frame is expected to continue to
provide a disproportionate amount of our net sales.

ORDER BOOK

A portion of our orders are short-term purchase orders from customers
who place orders on an as-needed basis. Information relative to open purchase
orders at any date may also be materially affected by, among other things, the
timing of the initial showing of apparel to the trade, as well as by the timing
of recording of orders and shipments. As a result, we do not believe that
disclosure of the amount of our unfilled customer orders at any time is
meaningful.

TRADEMARKS

Several trademarks owned by us have been granted federal trademark
protection through registration with the U.S. Patent and Trademark Office,
including G-III, G-III (& Design), J.L. Colebrook, JLC, Colebrook & Co., Ladies
First by G-III/Carl Banks, American Classics By Colebrook, Black Rivet & Design
[lower diamond], Black Rivet, Black Rivet & Design [upper diamond], Black Rivet
& Design [circles and diamond], ColeB Co. (& Design), Siena Studio and Sports 58
(& Design). We have applications for several additional marks pending before the
U.S. Patent and Trademark Office.

On July 11, 2005, we acquired trademarks previously owned by Winlit
Group, Ltd., including WINLIT, WINLIT (Stylized), LNR, LNR (Stylized) and NY
10018.

We have been granted trademark registration for G-III in Canada, the
European Union, France and Mexico, for J.L. Colebrook in Canada, France, Great
Britain, Mexico and the European Union, and for J.L.C. (& Design) and JLC (&
Design) in Canada. We acquired the J. Percy Sport, Marvin Richards and J. Percy
For Marvin Richards United Kingdom trademarks upon the completion of our
acquisition of Marvin Richards. We also have applications pending in Canada, the
European Union and Russia.

Although we regard our trademarks as valuable assets and intend to
vigorously enforce our trademark rights, we do not believe that any failure to
obtain federal trademark registrations for which we have applied would have a
material adverse effect on us.

EMPLOYEES

As of July 31, 2005, we had 459 full-time employees, of whom 96 worked
in executive, administrative or clerical capacities, 168 worked in design,
merchandising and manufacturing, 125 worked in warehouse facilities, and 52
worked in sales. We employ both union and non-union personnel and believe that
our relations with our employees are good. We have not experienced any
interruption of any of our operations due to a labor disagreement with our
employees.

We are a party to an agreement with the Amalgamated Clothing and
Textile Workers Union, covering approximately 80 full-time employees as of July
31, 2005. This agreement, which is currently in effect through October 31, 2005,
automatically renews on an annual basis thereafter unless terminated by us or
the union prior to September 1 of that year.

PROPERTIES

Our executive offices, sales showrooms and support staff are located
at 512 Seventh Avenue, which is one of the leading apparel buildings in New York
City. We lease an aggregate of approximately 42,500 square feet in this building
through March 31, 2011 at a current aggregate annual rent of approximately $1.2
million.

We also lease approximately 4,000 square feet at a current annual rent of
$88,000 in an adjoining building at 500 Seventh Avenue for additional design
staff.

We assumed leases for an additional 28,000 square feet of office and
showroom space at 512 Seventh Avenue in connection with our acquisition of
Marvin Richards. The current aggregate annual rent for this space is $500,000.
One of these leases expires in January 2008 and the other expires in December
2013. We assumed a lease for office and showroom space at 463 Seventh Avenue in
connection with the Winlit transaction. The current annual rent is approximately
$440,000 and the lease expires in December 2011.

Our warehouse and distribution facility, located in Secaucus, New
Jersey, contains approximately 110,000 square feet. In February 2005, we
extended the lease on this facility through February 2011. As part of the new
lease, we leased an additional 95,000 square feet of adjacent space that will be
available to us on October 1, 2005. Annual rent for the entire premises will be
approximately $1.2 million starting October 1, 2005. The additional space will
be used for product distribution. We obtained the additional space to reduce our
reliance on third party warehouses and accommodate the additional volume we
anticipate being generated from our newly signed licenses. We expect the
renovation of the new and existing space to cost approximately $700,000. We
assumed the lease of additional warehouse space in Edison, New Jersey in
connection with our acquisition of Marvin Richards. The Edison facility contains
approximately 89,000 square feet of space. Annual rent for the premises is
approximately $426,000. The lease expires in January 2007.

A majority of our finished goods is shipped to our New Jersey
distribution facilities for final reshipment to customers. We also use
third-party warehouses to accommodate our finished goods storage and reshipment
needs.

We also lease office space at 345 West 37th Street in New York City.
This space is leased from a corporation owned by Morris Goldfarb and Aron
Goldfarb. Aggregate payments under this lease in fiscal 2005 were $200,000. We
lease three floors in the building as well as parking spaces and a billboard.
Total leased space in this building is approximately 10,100 square feet.

USE OF PROCEEDS

We will not receive any proceeds from the sale by the selling
stockholders of the common stock offered by this prospectus.

SELLING STOCKHOLDERS

We are registering for resale by the selling stockholders 581,666 of
our shares of common stock that were acquired directly from us, as further
described under the heading "Summary--Shares Offered."

In connection with the issuance of these shares, we agreed to file the
registration statement of which this prospectus forms a part with the SEC
covering the resale of the shares of common stock. We also agreed to prepare and
file all amendments and supplements necessary to keep the registration statement
effective until the earlier of July 11, 2006 and such time as all of the shares
of common stock to which this prospectus relates have been sold.

We prepared the following table based on the information provided to us
by the selling stockholders named in the table. The selling stockholders may,
however, have sold, transferred or otherwise disposed of all or a portion of
their shares of common stock since the date on which they provided such
information. Except as set forth in the footnotes to the following table, none
of the selling stockholders has held any position or office with, or has
otherwise had a material relationship with, us or any of our subsidiaries within
the past three years.

We do not know when or in what amounts a selling stockholder may offer
shares of common stock for sale. The selling stockholders may choose not to sell
any of the shares of common stock offered by this prospectus. Because the
selling stockholders may offer all, some, or none of their shares of common
stock pursuant to this offering, we cannot estimate the number of shares of
common stock that the selling stockholders will hold after completion of the
offering. For purposes of the following table, we have assumed that the selling
stockholders will sell all of the shares of common stock covered by this
prospectus, and that, therefore, there will be no shares of common stock
beneficially owned by the selling stockholders after the offering.

Under the rules of the SEC, beneficial ownership includes shares of
common stock over which the indicated beneficial owner exercises voting or
investment power. Unless otherwise indicated in the footnotes below, we believe
that the persons named in the table have sole voting and investment power with
respect to all shares of common stock beneficially owned.

NUMBER OF SHARES
SHARES NUMBER OF SHARES BENEFICIALLY OWNED
SELLING STOCKHOLDER BENEFICIALLY OWNED TO BE OFFERED AFTER THE OFFERING
------------------- -------------------- ------------- --------------------
NUMBER %(1) NUMBER %(1)
------ ---- ------ -----

Sammy Aaron(2)...................... 224,167 2.7% 224,167 -- --
Lee Lipton(3)....................... 115,833 1.4% 115,833 -- --
Andrew Reid(4)...................... 115,833 1.4% 115,833 -- --
John Pollack........................ 35,833 * 35,833 -- --
David Winn(5)....................... 62,500(6) * 50,000 12,500(6) *
Richard Madris...................... 30,000 * 30,000 -- --
Geoffrey Freeman(7)................. 10,000 * 10,000 -- --

-------------

* Less than 1%

(1) Calculated based on Rule 13d-3(d)(1) of the Securities Exchange Act of
1934, as amended, or Exchange Act, assuming 8,151,864 shares of Common
Stock outstanding as of September 30, 2005.

(2) Sammy Aaron has been a director and executive officer of G-III Apparel
Group, Ltd., and the President of our Marvin Richards division, since July
11, 2005.

(3) Lee Lipton has been employed as Vice President of our Marvin Richards
division since July 11, 2005.

(4) Andrew Reid has been employed as Vice President of our Marvin Richards
division since July 11, 2005.

(5) David Winn has been employed as President of our Winlit division since July
11, 2005.

(6) Includes 12,500 shares of Common Stock that may be acquired upon exercise
of options.

(7) Geoffrey Freeman has been employed as Vice President of our Winlit division
since July 11, 2005.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares of common stock are traded or in private transactions. These
sales may be at fixed or negotiated prices. The selling stockholders may use any
one or more of the following methods when selling shares of common stock:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

o block trades in which the broker-dealer will attempt to sell the
shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately negotiated transactions;

o short sales;

o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares of common stock at a stipulated
price per share;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

If permitted by applicable securities laws, the selling stockholders
may also engage in short sales against the box, puts and calls and other
transactions in our securities or derivatives of our securities and may sell or
deliver shares of common stock in connection with these trades.

Broker-dealers engaged by the selling stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares of common stock, from the purchaser)
in amounts to be negotiated. The selling stockholders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved. Any profits on the resale of shares of common stock by a
broker-dealer acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, attributable to the sale of shares of common
stock will be borne by the applicable selling stockholder. The selling
stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares of common stock if
liabilities are imposed on that person under the Securities Act.

The selling stockholders may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus after we have filed an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for

purposes of this prospectus and may sell the shares of common stock from time to
time under this prospectus after we have filed an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus.

The selling stockholders and any broker-dealers or agents that are
involved in selling the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay the fees and expenses incident to the
registration of the shares of common stock. We have agreed to indemnify the
selling stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.

The selling stockholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor is there
an underwriter or coordinating broker acting in connection with a proposed sale
of shares of common stock by any selling stockholder. If we are notified by any
selling stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of common stock, if required, we will file
a supplement to this prospectus. If the selling stockholders use this prospectus
for any sale of shares of common stock, they will be subject to the prospectus
delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Exchange Act may
apply to sales of shares of our common stock and activities of the selling
stockholders.

LEGAL MATTERS

The validity of the shares of common stock offered hereby has been
passed upon for us by Fulbright & Jaworski L.L.P., New York, New York.

EXPERTS

The consolidated financial statements of G-III Apparel Group, Ltd.
appearing in G-III Apparel Group's Annual Report (Form 10-K) for the year ended
January 31, 2005 (including schedules appearing therein), have been audited by
Ernst & Young LLP, independent registered public accounting firm, as set forth
in their report thereon, included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

The combined financial statements of J. Percy for Marvin Richards, Ltd.
and CK Outerwear, LLC as of December 31, 2004 and the related combined
statements of operations, owners' equity, and cash flows for the year then ended
appearing in our Form 8-K/A filed on September 27, 2005, incorporated herein by
reference, have been audited by Eisner LLP, independent registered public
accounting firm, as set forth in their report thereon, included therein, and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus (including the documents incorporated by
reference in this prospectus) concerning our business outlook or future
performance; anticipated revenues, expenses or other financial items; product
introductions and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events, conditions,
performance or other matters, are "forward-looking statements" as that term is
defined under U.S. federal securities laws. We generally use words such as
"believe," "may," "could," "will," "intend," "estimate," "expect," "anticipate,"
"plan," and similar expressions to identify forward-looking statements.
Forward-looking statements are subject to various risks, uncertainties and other
factors that could cause actual results to differ materially from those stated
in such statements. These risks, uncertainties and factors include, but are not
limited to: reliance on licensed product, reliance on foreign manufacturers, the
nature of the apparel industry, including changing customer demand and tastes,
seasonality, customer acceptance of new products, the impact of competitive
products and pricing, dependence on existing management, general economic
conditions, as well as other risks detailed in our filings with the SEC.
Although we believe the expectations reflected in the forward-looking statements
are reasonable, they relate only to events as of the date on which the
statements are made, and we cannot assure you that our future results, levels of
activity, performance or achievements will meet these expectations. Moreover,
neither we nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements. We do not intend to update any
of the forward-looking statements after the date of this prospectus to conform
these statements to actual results or to changes in our expectations, except as
required by law.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act
and, accordingly, file reports, proxy statements and other information with the
SEC. The SEC maintains a web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC. You may also read and copy any document
we file with the SEC at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference facilities and their copy charges.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with them. This means that we can disclose important
information to you in this document by referring you to other filings we have
made with the SEC. The information incorporated by reference is considered to be
part of this prospectus, and later information we file with the SEC will update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act prior to the completion of the offering covered by
this prospectus:

o Our annual report on Form 10-K for the year ended January 31,
2005;

o Our quarterly reports on Form 10-Q for the quarters ended April
30, 2005 and July 31, 2005;

o Our current reports on Form 8-K filed on June 15, 2005, July 15,
2005 and September 19, 2005 and on Form 8-K/A filed on September
27, 2005; and

o The description of our common stock contained in our registration
statement on Form 8-A dated December 13, 1989.

This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports we file with the SEC after the date of
this prospectus may also contain information that updates, modifies or is
contrary to information in this prospectus or in documents incorporated by
reference in this prospectus. You should review these reports, as they may
disclose a change in our business, prospects, financial condition or other
affairs after the date of this prospectus.

Upon your written or oral request, we will provide at no cost to you a
copy of any and all of the information that is incorporated by reference in this
prospectus.

Requests for such documents should be directed to:

Neal Nackman
Chief Financial Officer
G-III Apparel Group, Ltd.
512 Seventh Avenue
New York, New York 10018
(212) 403-0500

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses payable by the registrant in connection with the issuance
and distribution of the securities being registered hereby are as follows:

AMOUNT
------
SEC registration fee...................... $680
Legal expenses*........................... $30,000
Accounting expenses*...................... $7,500
Printing expenses*........................ $2,000
Miscellaneous expenses*................... $500
-------
Total*............................... $40,680

------------------

* Estimated

Item 15. Indemnification of Directors and Officers

The General Corporation Law of the State of Delaware (the "GCL")
authorizes Delaware corporations to eliminate or limit the personal liability of
a director to the corporation or a stockholder for monetary damages for breach
of certain fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders, or for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, and the unlawful
purchase or redemption of stock or payment of unlawful dividends or the receipt
of improper benefits. Article VI of the bylaws of the registrant provides for
the indemnification of the officers and directors of the registrant to the
fullest extent permitted under the GCL. In addition, the registrant has executed
agreements with the officers and directors of the registrant that require the
registrant to indemnify such individuals for liabilities incurred by them
because of an act, omission, neglect or breach of duty committed while acting in
the capacity of an officer or director. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefor unenforceable.

Item 16. Exhibits

EXHIBIT
NO. DESCRIPTION
--- -----------

4.1 Stock Purchase Agreement, dated as of July 11, 2005, by and among
Sammy Aaron, Andrew Reid, Lee Lipton, John Pollack, Sammy Aaron, as
Sellers' Representative, G-III Leather Fashions, Inc. and G-III
Apparel Group, Ltd. (Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on July 15, 2005).

4.2 Share Purchase Agreement, dated as of July 11, 2005, by and between
G-III Apparel Group, Ltd. and David Winn.*

4.3 Share Purchase Agreement, dated as of July 11, 2005, by and between
G-III Apparel Group, Ltd. and Richard Madris.*

II-1

EXHIBIT
NO. DESCRIPTION
--- -----------

4.4 Share Purchase Agreement, dated as of July 11, 2005, by and between
G-III Apparel Group, Ltd. and Geoffrey Freeman.*

5.1 Opinion of Fulbright & Jaworski L.L.P.**

23.1 Consent of Independent Registered Public Accounting Firm, Ernst &
Young LLP.*

23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

23.3 Consent of Independent Registered Public Accounting Firm, Eisner LLP.*

24.1 Power of Attorney.**

----------

* Filed herewith.

** Previously filed.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13
or 15(d) of the Securities

II-2

Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
hereof or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on October 5, 2005.

G-III APPAREL GROUP, LTD.

By: /s/ Wayne S. Miller
--------------------------------------
Wayne S. Miller
Senior Vice President
and Chief Operating Officer

II-4

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.

/s/ Morris Goldfarb Director, Chairman of the Board and Chief October 5, 2005
------------------------------------ Executive Officer
Morris Goldfarb (Principal Executive Officer)

/s/ Neal S. Nackman Chief Financial Officer October 5, 2005
------------------------------------ (Principal Financial and Accounting Officer)
Neal S. Nackman

/s/ Sammy Aaron
------------------------------------ Director October 5, 2005
Sammy Aaron

/s/ Thomas J. Brosig
------------------------------------ Director October 5, 2005
Thomas J. Brosig

/s/ Pieter Deiters
------------------------------------ Director October 5, 2005
Pieter Deiters

/s/ Alan Feller
------------------------------------ Director October 5, 2005
Alan Feller

/s/ Carl Katz
------------------------------------ Director October 5, 2005
Carl Katz

/s/ Willem van Bokhorst
------------------------------------ Director October 5, 2005
Willem van Bokhorst

/s/ Richard White
------------------------------------ Director October 5, 2005
Richard White

------------------------------------ Director
Laura Pomerantz

*By:/s/ Wayne S. Miller
---------------------------------------------------
Wayne S. Miller October 5, 2005
Attorney-in-Fact

II-5

EXHIBIT INDEX

Exhibit
No. Description
--- -----------

4.1 Stock Purchase Agreement, dated as of July 11, 2005, by and
among Sammy Aaron, Andrew Reid, Lee Lipton, John Pollack, Sammy
Aaron, as Sellers' Representative, G-III Leather Fashions, Inc.
and G-III Apparel Group, Ltd. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on July
15, 2005).

4.2 Share Purchase Agreement, dated as of July 11, 2005, by and
between G-III Apparel Group, Ltd. and David Winn.*

4.3 Share Purchase Agreement, dated as of July 11, 2005, by and
between G-III Apparel Group, Ltd. and Richard Madris.*

4.4 Share Purchase Agreement, dated as of July 11, 2005, by and
between G-III Apparel Group, Ltd. and Geoffrey Freeman.*

5.1 Opinion of Fulbright & Jaworski L.L.P.**

23.1 Consent of Independent Registered Public Accounting Firm, Ernst
& Young LLP.*

23.2 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)

23.3 Consent of Independent Registered Public Accounting Firm,
Eisner LLP.*

24.1 Power of Attorney.**

----------

*Filed herewith.

** Previously filed.

II-6