<PAGE>


                           SCHEDULE 14A INFORMATION 

             Proxy Statement Pursuant to Section 14(a) of the Securities
                       Exchange Act of 1934 (Amendment No.    )

          Filed by the Registrant [X]
          Filed by a Party other than the Registrant [ ]


          Check the appropriate box:

          [ ]  Preliminary Proxy Statement
          [ ]  Confidential, for Use of the Commission Only (as permitted by
               Rule 14a-6(e)(2))
          [X]  Definitive Proxy Statement
          [ ]  Definitive Additional Materials
          [ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or
               Section 240.14a-12

                               G-III APPAREL GROUP, LTD.
          .................................................................
                   (Name of Registrant as Specified In Its Charter)

          .................................................................
       (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


          Payment of Filing Fee (Check the appropriate box):

          [X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
               14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
          [ ]  $500 per each party to the controversy pursuant to Exchange
               Act Rule 14a-6(i)(3).
          [ ]  Fee computed on table below per Exchange Act Rules 
               14a-6(i)(4) and 0-11.

               1)  Title of each class of securities to which transaction
          applies:
                    
          .................................................................

               2)  Aggregate number of securities to which transaction
          applies:
                    
          .................................................................

               3)  Per unit price or other underlying value of transaction
          computed   pursuant to Exchange Act Rule 0-11 (Set forth the
          amount on which the filing fee is calculated and state how it was
          determined):
                     
          .................................................................

               4)  Proposed maximum aggregate value of transaction:
                    
          .................................................................

               5)  Total fee paid:
                  
          .................................................................

          [ ]  Fee paid previously with preliminary materials.
          [ ]  Check box if any part of the fee is offset as provided by
               Exchange Act Rule 0-11(a)(2) and identify the filing for
               which the offsetting fee was paid previously.  Identify the
               previous filing by registration statement number, or the
               Form or Schedule and the date of its filing.

               1)   Amount Previously Paid:
                     
          .................................................................

               2)   Form, Schedule or Registration Statement No.:

          .................................................................

               3)   Filing Party:

          .................................................................

               4)   Date Filed:

          .................................................................



<PAGE>
                                     [LOGO]
 
Dear Stockholder:
 
     You  are  cordially  invited  to attend  the  Company's  Annual  Meeting of
Stockholders to  be held  on Thursday,  June  22, 1995  at 10:00  A.M.,  Eastern
Standard  Time, at the  Company's facilities at  15 Enterprise Avenue, Secaucus,
New Jersey.
 
     The formal Notice of Meeting and the accompanying Proxy Statement set forth
proposals for  your  consideration this  year.  You  are being  asked  to  elect
directors and to ratify the appointment of Grant Thornton LLP as the independent
certified public accountants of the Company.
 
     At  the meeting, the Board of Directors  will also report on the affairs of
the Company, and a discussion period will be provided for questions and comments
of general interest to stockholders.
 
     We look forward  to greeting personally  those of  you who are  able to  be
present  at the meeting. However, whether  or not you are able  to be with us at
the meeting, it is important that  your shares be represented. Accordingly,  you
are requested to sign, date and mail, at your earliest convenience, the enclosed
proxy in the envelope provided for your use.
 
     Thank you for your cooperation.
 
                                          Very truly yours,
                                          MORRIS GOLDFARB
                                          MORRIS GOLDFARB
                                          President and Chief Executive Officer
 
May 30, 1995

<PAGE>
                           G-III APPAREL GROUP, LTD.
                              345 WEST 37TH STREET
                            NEW YORK, NEW YORK 10018
                            ------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 JUNE 22, 1995
                            ------------------------
 
     NOTICE  IS HEREBY  GIVEN that the  Annual Meeting of  Stockholders of G-III
Apparel Group, Ltd. (the 'Company') will be  held on Thursday, June 22, 1995  at
10:00  A.M., Eastern Standard Time, at the Company's facilities at 15 Enterprise
Avenue, Secaucus, New Jersey, for the following purposes:
 
          (1) To elect nine directors to serve for the ensuing year.
 
          (2) To consider and act upon  a proposal to ratify the appointment  of
     Grant   Thornton  LLP   as  the  Company's   independent  certified  public
     accountants for the fiscal year ending January 31, 1996.
 
          (3) To transact such  other business as may  properly come before  the
     Annual Meeting or any adjournment thereof.
 
     Only stockholders of record at the close of business on May 5, 1995 will be
entitled  to notice  of and  to vote  at the  Annual Meeting  or any adjournment
thereof.
 
     All stockholders  are cordially  invited to  attend the  Annual Meeting  in
person. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,
EACH  STOCKHOLDER IS URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY
AND RETURN IT PROMPTLY IN THE ENVELOPE  PROVIDED. No postage is required if  the
proxy is mailed in the United States. Stockholders who attend the Annual Meeting
may revoke their proxy and vote their shares in person.
 
                                          By Order of the Board of Directors
 
                                          ALAN FELLER
                                          Secretary
 
New York, New York
M
ay 30, 1995

<PAGE>
                           G-III APPAREL GROUP, LTD.
                              345 WEST 37TH STREET
                            NEW YORK, NEW YORK 10018
 
                        -------------------------------
                                PROXY STATEMENT
                        -------------------------------
                              GENERAL INFORMATION
 
GENERAL
 
     This  Proxy Statement  (first mailed  to stockholders  on or  about May 30,
1995) is furnished to the holders of Common Stock, par value $.01 per share (the
'Common Stock'), of G-III Apparel Group, Ltd. (the 'Company') in connection with
the solicitation by the Board of Directors of the Company of proxies for use  at
the Annual Meeting of Stockholders (the 'Annual Meeting'), or at any adjournment
thereof,  pursuant to the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting  will be  held on  Thursday, June  22, 1995,  at 10:00  A.M.,
Eastern  Standard Time,  at the  Company's facilities  at 15  Enterprise Avenue,
Secaucus, New Jersey.
 
     It is  proposed that  at the  Annual Meeting:  (i) nine  directors will  be
elected  and  (ii) the  appointment  of Grant  Thornton  LLP as  the independent
certified public accountants of the Company  for the fiscal year ending  January
31, 1996 will be ratified.
 
     Management  currently is  not aware  of any  other matters  which will come
before the Annual Meeting. If any other matters properly come before the  Annual
Meeting,  the persons  designated as proxies  intend to vote  in accordance with
their best judgment on such matters.
 
     Proxies for use at the Annual Meeting  are being solicited by the Board  of
Directors  of the Company.  Proxies will be solicited  chiefly by mail; however,
certain officers, directors, employees and agents  of the Company, none of  whom
will receive additional compensation therefor, may solicit proxies by telephone,
telegram  or  other personal  contact. The  Company  will bear  the cost  of the
solicitation of the proxies, including postage, printing and handling, and  will
reimburse  the reasonable expenses of brokerage  firms and others for forwarding
material to beneficial owners of shares of Common Stock.
 
REVOCABILITY AND VOTING OF PROXY
 
     A form of proxy for use at the Annual Meeting and a return envelope for the
proxy are enclosed. Unless otherwise indicated  on the form of proxy, shares  of
Common  Stock represented by any proxy in  the enclosed form, assuming the proxy
is properly executed and  received by the Company  prior to the Annual  Meeting,
will  be  voted with  respect  to the  following items  on  the agenda:  (i) the
election of each of the nominees for director as shown on the form of proxy  and
(ii)  the appointment of Grant Thornton  LLP as the independent certified public
accountants of the Company.
 
     Stockholders may revoke the authority granted by their execution of a proxy
at any time  prior to the  effective exercise  of the powers  conferred by  that
proxy,  by  filing  with  the  Secretary of  the  Company  a  written  notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the meeting.  Shares of Common  Stock represented by  executed and  unrevoked
proxies  will be  voted in  accordance with  the instructions  specified in such
proxies. If no specifications are given, the proxies
 

<PAGE>
intend to vote the shares represented thereby 'for' the election of each of  the
nominees  for director as shown on the  form of proxy and 'for' the ratification
of the appointment  of Grant Thornton  LLP as the  independent certified  public
accountants  of the Company, and  in accordance with their  best judgment on any
other matters which may properly come before the meeting.
 
RECORD DATE AND VOTING RIGHTS
 
     On May 5, 1995,  there were 6,459,381 shares  of Common Stock  outstanding,
each  of which shares  is entitled to  one vote upon  each of the  matters to be
presented at the  Annual Meeting. Only  stockholders of record  at the close  of
business  on May 5,  1995 are entitled  to notice of  and to vote  at the Annual
Meeting or any adjournment thereof. The holders of a majority of the outstanding
shares of Common Stock, present in person or by proxy and entitled to vote, will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will
be counted for purposes of determining the presence or absence of a quorum,  but
will  not  be counted  with respect  to  the specific  matter being  voted upon.
'Broker non-votes' are shares held by  brokers or nominees which are present  in
person  or represented by proxy, but which  are not voted on a particular matter
because instructions have not been received from the beneficial owner.
 
     The affirmative vote of the holders of a plurality of the shares of  Common
Stock  present in  person or represented  by proxy  and entitled to  vote at the
Annual Meeting is required for the  election of directors. The affirmative  vote
of  the holders of a majority of the shares of Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required  for
the ratification of the appointment of Grant Thornton LLP.
 
                                       2
 

<PAGE>
                    BENEFICIAL OWNERSHIP OF COMMON STOCK BY
                      CERTAIN STOCKHOLDERS AND MANAGEMENT
 
     The  following table sets forth information as  of April 1, 1995 (except as
otherwise noted  in the  footnotes) regarding  the beneficial  ownership of  the
Company's  Common  Stock  of:  (i)  each person  known  by  the  Company  to own
beneficially more than five percent of  the outstanding Common Stock; (ii)  each
director  and nominee for director of  the Company; (iii) each executive officer
named in the  Summary Compensation Table  (see 'Executive Compensation'  below);
and  (iv) all directors and executive officers of the Company as a group. Except
as otherwise  specified, the  named beneficial  owner has  the sole  voting  and
investment power over the shares listed.
 

<TABLE>
<CAPTION>
                                                                          AMOUNT AND NATURE OF       PERCENTAGE
                                                                         BENEFICIAL OWNERSHIP OF         OF
                 NAME AND ADDRESS OF BENEFICIAL OWNER                         COMMON STOCK          COMMON STOCK
- - ----------------------------------------------------------------------   -----------------------    ------------
<S>                                                                      <C>                        <C>
Aron Goldfarb(1)......................................................          1,181,566(2)            18.1%
Morris Goldfarb(1)....................................................          1,996,099(3)            30.5%
Lyle Berman ..........................................................            304,989(4)             4.7%
  433 Bushaway Road
  Wayzata, MN 55391
Thomas J. Brosig .....................................................              7,350(5)              *
  4695 Forestview Lane
  Plymouth, MN 55442
Alan Feller(1)........................................................             21,000(6)              *
Carl Katz(1)..........................................................             30,555(6)              *
Willem van Bokhorst ..................................................              4,890(7)              *
  c/o Smeets Thesseling & van Bokhorst
  805 Third Avenue
  New York, NY 10022
Sigmund Weiss ........................................................              7,875(8)              *
  c/o Green & Weiss
  225 West 34th Street
  New York, NY 10001
George J. Winchell ...................................................              1,680(6)              *
  c/o Sea Oaks
  8785 Lakeside Boulevard
  Vero Beach, FL 32963
FMR Corp.(9) .........................................................            518,420                8.0%
  82 Devonshire Street
  Boston, MA 02109
Dimensional Fund Advisors Inc.(10) ...................................            386,340                6.0%
  1299 Ocean Avenue
  11th Floor
  Santa Monica, CA 90401
Jeanette Nostra-Katz(1)...............................................             40,855(6)              *
Keith S. Jones(1).....................................................             17,650(6)              *
All directors and executive officers as a group (16 persons)..........          3,646,329(7)(11)        53.7%
</TABLE>

 
- - ------------
 
*    Less than one percent.
 
 (1) The  address of such individual is c/o  G-III Apparel Group, Ltd., 345 West
     37th Street, New York, New York 10018.
 
                                              (footnotes continued on next page)
 
                                       3
 

<PAGE>
(footnotes continued from previous page)
 
 (2) Includes 74,250 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (3) Includes 94,250 Shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (4) Includes 5,040 shares of Common Stock which may be acquired within 60  days
     upon the exercise of options.
 
 (5) Includes  4,200 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (6) Shares may be acquired within 60 days upon the exercise of options.
 
 (7) Includes an aggregate of  210 shares held by  Mr. van Bokhorst's  children.
     Mr.  van Bokhorst expressly disclaims beneficial ownership of these shares.
     Also includes 1,680 shares of Common Stock which may be acquired within  60
     days upon the exercise of options.
 
 (8) Includes  6,300 shares of Common Stock which may be acquired within 60 days
     upon the exercise of options.
 
 (9) Information is derived from the Schedule 13G, dated February 13, 1995  (the
     'FMR Schedule 13G'), filed by the FMR Corp. ('FMR') with the Securities and
     Exchange  Commission (the 'Commission').  The FMR Schedule  13G states that
     Fidelity Management & Research  Company, a wholly  owned subsidiary of  FMR
     and a registered investment adviser, is deemed to have beneficial ownership
     of  the 518,420  shares of  the Company's Common  Stock as  of December 31,
     1994, as  a  result  of  its  acting  as  investment  adviser  to  Fidelity
     Low-Priced Stock Fund, a registered open-end investment company which owned
     the 518,420 shares.
 
(10) Information  is derived from the Schedule  13G, dated January 30, 1995 (the
     'DFA Schedule 13G'), filed by  Dimensional Fund Advisors Inc. ('DFA')  with
     the  Commission. The  DFA Schedule  13G states that  DFA is  deemed to have
     beneficial ownership  as of  December 31,  1994 of  386,340 shares  of  the
     Company's  Common Stock, all of which shares  are held in portfolios of DFA
     Investment Dimensions Group Inc., a registered open-end investment company,
     or in  series of  the DFA  Investment Trust  Company, a  Delaware  business
     trust, or the DFA Group Trust and DFA Participation Group Trust, investment
     vehicles  for qualified employee benefit plans, for all of which DFA serves
     as investment  manager.  DFA disclaims  beneficial  ownership of  all  such
     shares.
 
(11) Includes  an aggregate  of 329,280 shares  which may be  acquired within 60
     days upon the exercise of options.
 

                    PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
 
     Nine directors (constituting  the entire Board)  are to be  elected at  the
Annual  Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons  named below (all  of whom are  currently directors of  the
Company)  to serve until the next annual meeting of stockholders and until their
respective successors shall  have been  duly elected  and qualified.  If any  of
these  nominees becomes unavailable for any reason, or if a vacancy should occur
before the election, the shares represented by  the proxy will be voted for  the
person,  if any,  who is  designated by  the Board  of Directors  to replace the
nominee or to  fill the vacancy  on the  Board. All nominees  have consented  to
 
                                       4
 

<PAGE>
be  named and  have indicated  their intent  to serve  if elected.  The Board of
Directors has no reason to  believe that any of the  nominees will be unable  to
serve or that any vacancy on the Board of Directors will occur.
 
     The  nominees, their respective ages, the year in which each first became a
director of the Company and their principal occupations or employment during the
past five years are as follows:
 

<TABLE>
<CAPTION>
                                       YEAR FIRST
                                         BECAME                           PRINCIPAL OCCUPATION
           NOMINEE              AGE     DIRECTOR                       DURING THE PAST FIVE YEARS
- - -----------------------------   ---    ----------   ----------------------------------------------------------------
<S>                             <C>    <C>          <C>
Morris Goldfarb..............   44        1974      President and Chief Executive Officer of the Company. Served  as
                                                      either  President  or Vice  President of  the Company  and its
                                                      predecessors since its  formation in 1974.  Director of  Grand
                                                      Casinos, Inc.
Aron Goldfarb................   72        1974      Chairman of the Board of the Company. Served as either President
                                                      or  Vice President of  the Company and  its predecessors since
                                                      its formation in  1974. As  of January 1,  1995, Mr.  Goldfarb
                                                      became a consultant to the Company.
Lyle Berman..................   53        1989      Since  February 1991,  Chairman and  Chief Executive  Officer of
                                                      Grand Casinos, Inc. From July 1987 to January 1991,  President
                                                      or  Chairman of Berman Consulting Corporation. From March 1987
                                                      until November  1988,  Chairman  of the  Board  of  Directors,
                                                      President  and  Chief Executive  Officer of  Bermans Specialty
                                                      Stores, Inc., a  leather retailer.  From July  1987 to  August
                                                      1989,  President and  Treasurer of  Ante Corp.,  a corporation
                                                      with which the Company was merged in 1989. Director of  Casino
                                                      Data  Systems, Casino Hospitality  Corp., Grand Casinos, Inc.,
                                                      Innovative  Gaming  Corporation  of  America  and  Mississippi
                                                      Gaming Development Corp.
Thomas J. Brosig.............   45        1992      Since  August 1994,  Executive Vice President  of Grand Casinos,
                                                      Inc. From  February  1991  to  August  1994,  Chief  Operating
                                                      Officer  of  Grand Casinos,  Inc. From  April 1990  to January
                                                      1991, Vice President  of Berman  Consulting Corporation.  From
                                                      August  1989 through  March 1990, Executive  Vice President of
                                                      Administration and Finance of  the Company. Director of  Grand
                                                      Casinos, Inc. and Game Financial Corporation
Alan Feller..................   53        1995      Vice  President  --  Finance and  Administration,  Treasurer and
                                                      Secretary of the Company since March 1990 and Chief  Financial
                                                      Officer of the Company since January 1990.
Carl Katz....................   55        1989      Executive  Vice  President of  Siena  Leather Ltd.  ('Siena'), a
                                                      subsidiary of  the Company,  since 1989.  Prior thereto,  Vice
                                                      President of Siena since 1981.
Willem van Bokhorst..........   48        1989      Partner   in  the  Netherlands  Antilles  law  firm  of  Smeets,
                                                      Thesseling and van Bokhorst for more than the past five years.
</TABLE>

 
                                       5
 

<PAGE>

<TABLE>
<CAPTION>
                                       YEAR FIRST
                                         BECAME                           PRINCIPAL OCCUPATION
           NOMINEE              AGE     DIRECTOR                       DURING THE PAST FIVE YEARS
- - -----------------------------   ---    ----------   ----------------------------------------------------------------
<S>                             <C>    <C>          <C>
Sigmund Weiss................   74        1974      Certified public  accountant  since  1948.  Operated  a  general
                                                      accounting  practice  for  the  past 35  years.  Served  as an
                                                      accountant for the Company since its inception.
George J. Winchell...........   69        1990      Retired as Senior Vice  President of W.R. Grace  & Co. in  1994.
                                                      Since  joining W.R. Grace  & Co. in  1949, held positions with
                                                      controller's office, the Specialty Chemicals Group, the Office
                                                      of the President and the Retail Group.
</TABLE>

 
     Aron Goldfarb and Morris  Goldfarb are father  and son, respectively.  Carl
Katz  and Jeanette Nostra-Katz,  Executive Vice President of  the Company and of
Siena, are married to each other.
 
     The Board of Directors of the Company has several committees, including  an
Executive   Committee,  Audit  Committee,   Option  Committee  and  Compensation
Committee. During  the fiscal  year ended  January 31,  1995, each  director  in
office  during such  fiscal year  attended not  less than  75% of  the aggregate
number of meetings of the  Board of Directors and  of meetings of committees  of
the  Board on  which he  served, except  for George  J. Winchell  and Willem van
Bokhorst. The Board of  Directors held three meetings  and acted three times  by
unanimous written consent during the fiscal year ended January 31, 1995.
 
     The  Executive Committee,  composed of  Morris Goldfarb,  Aron Goldfarb and
Carl Katz, is vested with the powers  of the Board of Directors, to the  fullest
extent  permitted by law, between meetings of the Board. The Executive Committee
met three times during the fiscal year ended January 31, 1995, with all  members
of the Committee in attendance.
 
     The  Audit Committee, composed of Lyle Berman, Sigmund Weiss and Willem van
Bokhorst, is charged  with reviewing the  Company's audit and  meeting with  the
Company's  independent accountants to review the Company's internal controls and
financial management practices. The Audit  Committee met once during the  fiscal
year ended January 31, 1995, with Messrs. Berman and Weiss in attendance.
 
     The  Option Committee, composed of George Winchell and Willem van Bokhorst,
is empowered to  oversee and  make all  decisions regarding  the Company's  1989
Stock  Option Plan (the  '1989 Plan'), functioning as  the 'Committee' under the
Plan. The Option Committee acted by unanimous written consent four times in  the
fiscal  year ended January 31, 1995. The  G-III Apparel Group, Ltd. Stock Option
Plan  For  Non-Employee  Directors   (the  'Non-Employee  Directors  Plan')   is
administered by the Board of Directors.
 
     The Compensation Committee, composed of Thomas J. Brosig and Sigmund Weiss,
was established in March 1994 to establish and review compensation practices and
policies  of the Company.  The Compensation Committee  is empowered to recommend
and/or set the compensation for the executive officers and key employees of  the
Company as well as authorize and approve employment agreements. The Compensation
Committee  acted  by unanimous  written consent  once in  the fiscal  year ended
January 31, 1995.
 
VOTE REQUIRED
 
     The nine nominees receiving the highest number of affirmative votes of  the
shares  present in person or represented by  proxy and entitled to vote for them
shall be elected as directors. Only votes
 
                                       6
 

<PAGE>
cast for a nominee will be counted,  except that the accompanying proxy will  be
voted  for  all  nominees  in  the  absence  of  instructions  to  the contrary.
Abstentions, broker non-votes and instructions on the accompanying proxy card to
withhold authority to vote  for one or  more nominees will not  be counted as  a
vote for any such nominee.
 
     THE BOARD OF DIRECTORS DEEMS THE ELECTION AS DIRECTORS OF THE NINE NOMINEES
LISTED ABOVE TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
R
ECOMMENDS A VOTE 'FOR' THEIR ELECTION.
 

                             EXECUTIVE COMPENSATION
 
     The following table sets forth information concerning all cash and non-cash
compensation  awarded to,  earned by  or paid  to the  Company's chief executive
officer and each of  the four other most  highly compensated executive  officers
for the fiscal year ended January 31, 1995 for services in all capacities to the
Company and its subsidiaries.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                              LONG-TERM
                                                            ANNUAL           COMPENSATION
                                                       COMPENSATION(1)       ------------
                                                     --------------------      OPTIONS           ALL OTHER
      NAME AND PRINCIPAL POSITION         YEAR(2)    SALARY($)   BONUS($)       (#)(3)       COMPENSATION($)(4)
- - ---------------------------------------   -------    --------    --------    ------------    ------------------
<S>                                       <C>        <C>         <C>         <C>             <C>
Morris Goldfarb .......................     1995     $605,917       --          140,500(5)        $ 14,628
  President and Chief Executive Officer     1994     $650,000       --            --              $ 14,628
                                            1993     $325,000       --   (6)     52,500           $  7,314
                                            1992     $500,000    $223,280         --              $ 14,628
Aron Goldfarb .........................     1995     $353,239       --           30,000(8)        $ 31,907
  Chairman of the Board(7)                  1994     $475,500       --            --              $ 31,907
                                            1993     $237,500       --           52,500           $ 15,954
                                            1992     $475,000       --            --              $ 31,907
Jeanette Nostra Katz ..................     1995     $249,017       --           12,500(9)           --
  Executive Vice President                  1994     $250,000    $ 46,000        21,000              --
                                            1993     $103,354    $ 50,000        47,250              --
                                            1992     $175,480    $ 50,000         --                 --
Keith S. Jones ........................     1995     $197,081       --            --   (10)          --
  Vice President-Foreign Manufacturing      1994     $147,624    $ 50,000         --                 --
  of G-III Leather Fashions, Inc.           1993     $ 61,250    $ 25,000         --                 --
                                            1992     $110,000    $ 20,000         --                 --
Alan Feller ...........................     1995     $196,154       --           12,000(11)          --
  Vice President of Administration and      1994     $200,000    $ 35,000         --                 --
  Finance, Treasurer and Secretary          1993     $ 93,770    $ 60,000        21,000              --
                                            1992     $178,367    $ 10,000         --                 --
Carl Katz .............................     1995     $161,827       --            1,650(12)          --
  Executive Vice President of Siena         1994     $165,000    $ 20,000                            --
  Leather, Ltd.                             1993     $ 75,577    $ 15,000                            --
                                            1992     $150,000    $ 10,000                            --
</TABLE>

 
(1) Amounts  reflected do  not include  perquisites and  other personal benefits
    received by any named executive, which, in all instances, were less than the
    lesser of $50,000 or 10%  of the total of  annual salary and bonus  reported
    for the named executive.
 
(2) 1992  reflects  the  twelve-month  fiscal year  ended  July  31,  1992. 1993
    reflects the six-month transition period from August 1, 1992 through January
    31, 1993, as the Company changed its fiscal
 
                                                        (footnotes on next page)
 
                                       7
 

<PAGE>
(footnotes from previous page)
    year end from July 31 to January 31, in January 1993. Each of 1994 and  1995
    represents the twelve-month fiscal year ended January 31 of that year.
 
(3) Amounts  have  been revised  to reflect  the 5%  stock dividend  effected in
    February 1993.
 
(4) Amounts represent  insurance premiums  paid  by the  Company for  term  life
    insurance for the benefit of the named executive's spouse.
 
(5) Excludes  options  to purchase  178,750 shares  of  Common Stock  granted in
    connection with the repricing,  effected in December  1994, of all  existing
    options granted under the Company's 1989 Plan (the '1994 Repricing').
 
(6) Morris  Goldfarb received a prepaid bonus  of $200,000 in December 1992 with
    respect to  the twelve-month  period ended  July 31,  1993, subject  to  his
    obligation  to return all or a portion  of this amount if the bonus actually
    earned by him under  the employment agreement then  in effect was less  than
    $200,000.  No portion of the bonus was  earned by Mr. Goldfarb and he repaid
    the $200,000 to the Company in January 1994.
 
(7) Aron Goldfarb retired  as an employee  of the Company  effective January  1,
    1995. He remains a consultant to the Company.
 
(8) Excludes  options  to  purchase 78,750  shares  of Common  Stock  granted in
    connection with the 1994 Repricing.
 
(9) Excludes options  to  purchase 53,550  shares  of Common  Stock  granted  in
    connection with the 1994 Repricing.
 
(10) Excludes  options  to purchase  38,375 shares  of  Common Stock  granted in
     connection with the 1994 Repricing.
 
(11) Excludes options  to purchase  28,875  shares of  Common Stock  granted  in
     connection with the 1994 Repricing.
 
(12) Excludes  options  to purchase  37,800 shares  of  Common Stock  granted in
     connection with the 1994 Repricing.
 
                                       8
 

<PAGE>
     The following table sets forth information  on option grants in the  fiscal
year  ended January 31,  1995 to the  persons named in  the Summary Compensation
Table. Unless  otherwise  indicated, all  option  grants become  exercisable  in
annual  20% increments  beginning on the  first anniversary  of their respective
grant dates. Numbers of  shares and exercise prices  in the footnotes have  been
revised to reflect the 5% stock dividend effected in February 1993.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                                            % OF TOTAL
                               NUMBER OF      OPTIONS                                   POTENTIAL REALIZABLE
                               SECURITIES   GRANTED TO                                    VALUE AT ASSUMED
                               UNDERLYING    EMPLOYEES    EXERCISE                      ANNUAL RATES OF STOCK
                                OPTIONS      IN FISCAL     PRICE       EXPIRATION        PRICE APPRECIATION
             NAME              GRANTED(1)     YEAR(2)      ($/SH)         DATE           FOR OPTION TERM(3)
- - ------------------------------ ----------   -----------   --------    -------------     ---------------------
                                                                                           5%          10%
                                                                                        ---------    --------
<S>                            <C>          <C>           <C>         <C>               <C>          <C>
Morris Goldfarb...............   178,750        22.9%      $ 2.00          (4)          $192,938     $478,075
                                 100,000(5)     12.8%      $ 4.00(5)    Feb. 1 2004       -- (5)       -- (5)
                                  12,500(6)      1.6%      $ 5.50     June 30, 2004     $  7,625     $ 52,875
                                  12,500(6)      1.6%      $ 6.50     June 30, 2004     $      0     $ 40,375
                                  15,500         2.0%      $ 2.00      Dec. 5, 2004     $ 19,530     $ 49,445
Aron Goldfarb.................    78,750        10.1%      $ 2.00          (7)          $ 66,938     $159,075
                                  12,500(6)      1.6%      $ 5.50     June 30, 2004     $  7,625     $ 52,875
                                  12,500(6)      1.6%      $ 6.50     June 30, 2004     $      0     $ 40,375
                                   5,000         0.6%      $ 2.00      Dec. 5, 2004     $  6,300     $ 15,956
Jeanette Nostra-Katz..........    73,550         9.2%      $ 2.00          (8)          $ 60,500     $143,419
                                  12,500         1.6%      $ 2.00      Dec. 5, 2004     $ 15,750     $ 39,875
Keith S. Jones................    38,375         4.8%      $ 2.00          (9)          $ 35,519     $ 83,380
                                   2,000         0.3%      $ 2.00      Dec. 5, 2004     $  2,520     $  6,380
Alan Feller...................    28,875         3.7%      $ 2.00         (10)          $ 21,131     $ 47,140
                                  12,000         1.5%      $ 2.00      Dec. 5, 2004     $ 15,120     $ 38,280
Carl Katz.....................    37,800         4.7%      $ 2.00         (11)          $ 25,725     $ 59,241
                                   1,650         0.2%      $ 2.00      Dec. 5, 2004     $  2,079     $  5,264
</TABLE>

 
- - ------------
 
 (1) For  each  named  executive  officer, the  first  option  listed represents
     options amended in connection  with the 1994  Repricing. The vesting  terms
     and  expiration dates were not  amended at the time  of the 1994 Repricing.
     The other options listed  represent grants under  the Company's 1989  Plan,
     except as set forth in note 6.
 
 (2) Based  upon options to purchase 798,825  shares granted to all employees in
     the fiscal year ended January  31, 1995, including 661,650 options  amended
     at the time of the 1994 Repricing.
 
 (3) These  amounts represent assumed rates of  appreciation in the price of the
     Company's Common Stock during the terms  of the options in accordance  with
     rates specified in applicable federal securities regulations. Actual gains,
     if  any, on stock option  exercises will depend on  the future price of the
     Common Stock and overall  market conditions. Although  the market price  of
     the  Company's Common Stock on June 30, 1994 was $3.75, the options granted
     on such date have exercise prices of $5.50 and $6.50 per share. The 5% rate
     of appreciation over the 10 year term  of the granted options of the  $2.00
     and  $3.75  stock prices  on  the respective  dates  of grant  would result
 
                                              (footnotes continued on next page)
 
                                       9
 

<PAGE>
(footnotes continued from previous page)
     in stock  prices  of  $3.26  and  $6.11,  respectively.  The  10%  rate  of
     appreciation  over the 10 year term of the granted options of the $2.00 and
     $3.75 stock prices on the respective  dates of grant would result in  stock
     prices  of $5.19 and  $9.73, respectively. There  is no representation that
     the rates of appreciation reflected in this table will be achieved.
 
 (4) The reported  transaction involved  the repricing  of existing  options  to
     purchase  26,250, 52,500 and 100,000 shares of Common Stock pursuant to the
     1989 Plan, at  exercise prices  of $3.21, $5.00,  and $4.00,  respectively,
     originally granted on June 26, 1991, October 12, 1992 and February 1, 1994,
     respectively.
 
 (5) The  options to purchase 100,000 shares of Common Stock granted on February
     1, 1994, in connection with the execution of a new employment agreement  by
     Mr.  Goldfarb, were amended  in connection with the  1994 Repricing and are
     also included  in the  178,750 options  amended  at the  time of  the  1994
     Repricing.  The exercise price of such options has been reduced to $2.00 in
     connection with the 1994 Repricing.
 
 (6) The options to purchase  25,000 shares of Common  Stock granted to each  of
     Morris  Goldfarb and Aron Goldfarb on June 30, 1994, in connection with the
     execution of  certain  guarantees by  each  of them  of  bank debt  of  the
     Company,  were  not  issued under  the  Company's 1989  Plan.  See 'Certain
     Relationships and Related Transactions.'
 
 (7) The reported  transaction involved  the repricing  of existing  options  to
     purchase  26,250, and  52,500 shares of  Common Stock pursuant  to the 1989
     Plan, at  exercise  prices of  $3.21  and $5.00,  respectively,  originally
     granted on June 26, 1991 and October 12, 1992, respectively.
 
 (8) The  reported  transaction involved  the repricing  of existing  options to
     purchase 10,500, 10,500, 6,300,  26,250 and 20,000  shares of Common  Stock
     pursuant to the 1989 Plan, at exercise prices of $7.62, $7.62, $4.40, $5.00
     and  $5.00, respectively, originally granted on December 31, 1989, December
     31,  1989,  May  1,  1991,  October   12,  1992  and  December  31,   1993,
     respectively.
 
 (9) The  reported  transaction involved  the repricing  of existing  options to
     purchase 5,250, 7,875, 5,250 and 20,000 shares of Common Stock pursuant  to
     the  1989  Plan,  at exercise  prices  of  $7.62, $4.40,  $5.00  and $4.25,
     respectively, originally granted on December 31, 1989, May 1, 1991, October
     12, 1992 and December 31, 1993, respectively.
 
(10) The reported  transaction involved  the repricing  of existing  options  to
     purchase  10,500, 7,875 and  10,500 shares of Common  Stock pursuant to the
     1989 Plan,  at exercise  prices of  $7.62, $4.40  and $5.00,  respectively,
     originally  granted on December 31, 1989, May 1, 1991 and October 12, 1992,
     respectively.
 
(11) The reported  transaction involved  the repricing  of existing  options  to
     purchase  10,500, 10,500, 6,300 and 10,500  shares of Common Stock pursuant
     to the 1989  Plan, at  exercise prices of  $7.62, $7.62,  $4.40 and  $5.00,
     respectively,  originally granted on December  31, 1989, December 31, 1989,
     May 1, 1991 and October 12, 1992.
 
                                       10
 

<PAGE>
     The following  table sets  forth information  with respect  to  unexercised
stock  options held by  the persons named  in the Summary  Compensation Table at
January 31, 1995. There were no  exercises of options to purchase the  Company's
Common  Stock by such individuals during the  fiscal year ended January 31, 1995
and, at January  31, 1995, all  of the outstanding  options had exercise  prices
greater than the market value of the Company's Common Stock on that date.
 
              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                       NUMBER OF UNEXERCISED OPTIONS HELD AT
                                                                 FISCAL YEAR END(#)
                                                       --------------------------------------
                        NAME                              EXERCISABLE        UNEXERCISABLE
- - -----------------------------------------------------  ------------------  ------------------
 
<S>                                                    <C>                 <C>
Morris Goldfarb......................................          61,750             157,500
Aron Goldfarb........................................          61,750              47,000
Jeanette Nostra-Katz.................................          38,650              47,400
Alan Feller..........................................          19,425              21,450
Keith S. Jones.......................................          16,075              24,300
Carl Katz............................................          28,350              11,100
</TABLE>

 
     The following table sets forth information related to each option repricing
during the last ten years of options to purchase the Company's Common Stock held
by  executive officers  of the Company.  The vesting terms  and expiration dates
were not amended at the time of repricing. Numbers of shares and exercise prices
have been revised to reflect the 5% stock dividend effected in February 1993.
 
                           TEN-YEAR OPTION REPRICINGS
 

<TABLE>
<CAPTION>
                                                                                                            LENGTH OF
                                                                                                             ORIGINAL
                                                                MARKET PRICE                               OPTION TERM
                                                   NUMBER OF    OF STOCK AT    EXERCISE PRICE              REMAINING AT
                                                    OPTIONS       TIME OF        AT TIME OF       NEW        DATE OF
                                                  REPRICED OR   REPRICING OR    REPRICING OR    EXERCISE   REPRICING OR
                NAME                     DATE       AMENDED      AMENDMENT       AMENDMENT       PRICE      AMENDMENT
- - -------------------------------------  --------   -----------   ------------   --------------   --------   ------------
<S>                                    <C>        <C>           <C>            <C>              <C>        <C>
Morris Goldfarb......................   12/5/94      26,250        $ 2.00          $ 3.21        $ 2.00       78 months
                                        12/5/94      52,500        $ 2.00          $ 5.00        $ 2.00       94 months
                                        12/5/94     100,000        $ 2.00          $ 4.00        $ 2.00      110 months
Aron Goldfarb........................   12/5/94      26,250        $ 2.00          $ 3.21        $ 2.00       78 months
                                        12/5/94      52,500        $ 2.00          $ 5.00        $ 2.00       94 months
Jeanette Nostra-Katz.................   12/5/94      20,000        $ 2.00          $ 5.00        $ 2.00      105 months
                                        12/5/94       6,300        $ 2.00          $ 4.40        $ 2.00       77 months
                                        12/5/94      26,250        $ 2.00          $ 5.00        $ 2.00       94 months
                                        12/5/94      21,000        $ 2.00          $ 7.62        $ 2.00       96 months
                                       12/31/92      10,500        $ 7.62          $10.83        $ 7.62       84 months
                                       12/31/92      10,500        $ 7.62          $12.38        $ 7.62       84 months
Keith S. Jones.......................   12/5/94       7,875        $ 2.00          $ 4.40        $ 2.00       90 months
                                        12/5/94       5,250        $ 2.00          $ 5.00        $ 2.00       61 months
                                        12/5/94       5,250        $ 2.00          $ 7.62        $ 2.00       95 months
                                        12/5/94      20,000        $ 2.00          $ 4.25        $ 2.00      108 months
                                       12/31/92       5,250        $ 7.62          $12.38        $ 7.62       84 months
</TABLE>

 
                                                  (table continued on next page)
 
                                       11
 

<PAGE>
(table continued from previous page)
 

<TABLE>
<CAPTION>
                                                                                                            LENGTH OF
                                                                                                             ORIGINAL
                                                                MARKET PRICE                               OPTION TERM
                                                   NUMBER OF    OF STOCK AT    EXERCISE PRICE              REMAINING AT
                                                    OPTIONS       TIME OF        AT TIME OF       NEW        DATE OF
                                                  REPRICED OR   REPRICING OR    REPRICING OR    EXERCISE   REPRICING OR
                NAME                     DATE       AMENDED      AMENDMENT       AMENDMENT       PRICE      AMENDMENT
- - -------------------------------------  --------   -----------   ------------   --------------   --------   ------------
<S>                                    <C>        <C>           <C>            <C>              <C>        <C>
Alan Feller..........................   12/5/94       7,875        $ 2.00          $ 4.40        $ 2.00       77 months
                                        12/5/94      10,500        $ 2.00          $ 5.00        $ 2.00       61 months
                                        12/5/94      10,500        $ 2.00          $ 7.62        $ 2.00       96 months
                                       12/31/92      10,500        $ 7.62          $12.50        $ 7.62       84 months
Carl Katz............................   12/5/94       6,300        $ 2.00          $ 4.40        $ 2.00       77 months
                                        12/5/94      10,500        $ 2.00          $ 5.00        $ 2.00       94 months
                                        12/5/94      21,000        $ 2.00          $ 7.62        $ 2.00       96 months
                                       12/31/92      10,500        $ 7.62          $10.83        $ 7.62       84 months
                                       12/31/92      10,500        $ 7.62          $12.38        $ 7.62       84 months
Fran Boller-Krakauer ................   12/5/94       1,575        $ 2.00          $ 4.40        $ 2.00       77 months
  Vice President-                       12/5/94       2,625        $ 2.00          $ 5.00        $ 2.00       62 months
  Men's Sales of G-III Leather          12/5/94       1,575        $ 2.00          $ 7.62        $ 2.00       96 months
  Fashions, Inc.                        12/5/94       5,000        $ 2.00          $ 8.00        $ 2.00      101 months
                                       12/31/92       1,575        $ 7.62          $12.38        $ 7.62       84 months
Deborah Huffman .....................   12/5/94       6,300        $ 2.00          $ 4.40        $ 2.00       77 months
  Vice President-                       12/5/94       5,250        $ 2.00          $ 5.00        $ 2.00       94 months
  Women's Sales of G-III                12/5/94       7,875        $ 2.00          $ 7.62        $ 2.00       96 months
  Leather Fashions, Inc.               12/31/92       7,875        $ 7.62          $12.38        $ 7.62       84 months
Karen Wells .........................   12/5/94       6,300        $ 2.00          $ 4.40        $ 2.00       77 months
  Vice President-                       12/5/94       5,250        $ 2.00          $ 5.00        $ 2.00       94 months
  Fashion Design and                    12/5/94       3,150        $ 2.00          $ 7.62        $ 2.00       96 months
  Imports of G-III Leather             12/31/92       3,150        $ 7.62          $12.38        $ 7.62       84 months
  Fashions, Inc.
</TABLE>

 
     For an explanation  regarding the  repricing of stock  options effected  in
fiscal    1995,    see    'Compensation    Committee    Report    on   Executive
Compensation -- Repricing of Stock Options.'
 
EMPLOYMENT AGREEMENTS
 
     The Company  has an  employment agreement  with Morris  Goldfarb  effective
through  January 31,  1996. The  agreement renews  annually unless  either party
notifies the other  of its  or his intent  not to  renew within 90  days of  the
scheduled  termination date  thereof. The agreement  provides for  a base annual
salary of $650,000, with increases at the discretion of the Board of  Directors.
Mr.  Goldfarb is currently being paid at  the rate of $495,000 per year pursuant
to his  voluntarily  agreeing to  a  reduction  in salary.  The  agreement  also
provides  for a $2,000,000 life insurance policy which names Mr. Goldfarb's wife
as beneficiary and  an annual incentive  bonus equal to  varying percentages  of
pre-tax  income  (as  defined in  the  employment agreement)  if  pre-tax income
exceeds $2,000,000. The percentages vary from 3% of pre-tax income in excess  of
$2,000,000  up to 6% of pre-tax income in excess of $2,000,000 if pre-tax income
exceeds $4,000,000.  Pursuant  to the  agreement,  the Company  will  contribute
$50,000  per year to a supplemental pension trust for Mr. Goldfarb's benefit for
each year in which net after-tax income (as defined in the employment agreement)
exceeds $1,500,000. In addition,  pursuant to the  employment agreement, in  the
event that Morris Goldfarb's employment is
 
                                       12
 

<PAGE>
terminated  (i) by the Company without cause  or (ii) by Morris Goldfarb because
of a material breach by the Company of the agreement, in either case at any time
after a 'Change  in Control' (as  defined in the  agreement), then Mr.  Goldfarb
will be entitled to receive from the Company, in general, (a) an amount equal to
2.99  times his base salary and bonus, as well as (b) certain employment-related
benefits for a period of three years from the date of his termination.
 
     The Company has a severance agreement with Aron Goldfarb which provides for
the termination  of  Aron  Goldfarb's employment  with  the  Company,  effective
January  1, 1995,  and for  the payment  for the  two-year period  commencing on
January 1, 1995 (the  'Severance Period') of base  annual payments of  $125,000,
payable  in accordance with the Company's  customary payroll policy. Pursuant to
the agreement, during the Severance Period, the Company will continue to provide
Aron Goldfarb  with medical  insurance and  certain other  enumerated  benefits.
Additionaly,  Mr. Goldfarb acts a  consultant to the Company  and is paid at the
rate of $1,000 per month for services rendered in such capacity.
 
     The Company has an employment agreement with Alan Feller, providing for the
payment to  Mr. Feller  of  a base  annual salary  of  $160,000. Mr.  Feller  is
currently  being  paid at  the rate  of  $180,000 per  year. The  agreement also
provides for the continued payment to Mr.  Feller of his salary for a period  of
one  year (or  until Mr. Feller  gains satisfactory comparable  employment, if a
lesser period),  in  the event  he  is terminated  for  other than  'cause'  (as
specified in the agreement).
 
COMPENSATION OF DIRECTORS
 
     Directors  who  are not  employees or  consultants  of the  Company receive
$5,000 per year, in addition to $500 for each meeting of the Board attended  and
$500   for  each  meeting  of  each   Committee  of  the  Board  attended,  plus
reimbursement of reasonable out-of-pocket  expenses incurred in connection  with
attendance at Board of Directors' meetings.
 
Non-Employee Directors Plan
 
     Pursuant  to  the Non-Employee  Directors  Plan, the  Company automatically
grants options on an annual basis to  members of its Board of Directors who  are
not  also  employees  of,  or  consultants  to,  the  Company  (a  'Non-Employee
Director'). A maximum of 30,000 shares of  Common Stock may be issued under  the
Non-Employee Directors Plan. Each Non-Employee Director is automatically granted
an  option to  purchase 1,000 shares  of the  Company's Common Stock  on the day
after each annual meeting of the Company's stockholders (each, a 'Grant  Date').
All  options are exercisable at a per  share exercise price equal to the closing
sales price  of a  share  of Common  Stock  on the  Grant  Date. The  Plan  will
terminate on June 25, 2001, unless sooner terminated by the Board.
 
     In general, an option granted under the Non-Employee Directors Plan becomes
exercisable in equal increments of 200 shares on each of the first through fifth
anniversaries  of the date the option is  granted, and subject to the foregoing,
may be exercised during the ten-year period from the date the option is granted.
However, a Non-Employee Director who ceases to perform services for the  Company
will  have three months (one year in the  case of termination by reason of death
or total disability) to exercise  his or her options --  but only to the  extent
otherwise exercisable under the vesting schedule.
 
     The  Non-Employee Directors Plan is administered  by the Board of Directors
of the Company.  The Board  of Directors  may amend  the Non-Employee  Directors
Plan,  except that, in general, any amendment which would increase the aggregate
number of shares of Common  Stock as to which options  may be granted under  the
Plan,   materially  increase  the  benefits  under   the  Plan,  or  modify  the
 
                                       13
 

<PAGE>
class of  persons eligible  to  receive options  under  the Plan,  requires  the
approval of the Company's stockholders.
 
C
OMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
     General.  The Compensation  Committee, consisting  of Thomas  J. Brosig and
Sigmund Weiss, was established in March 1994. Prior to the establishment of  the
Compensation  Committee,  the  Board  of  Directors  administered  the Company's
executive  compensation  programs,  monitored  corporate  performance  and   its
relationship  to  compensation  of  executive  officers,  and  made  appropriate
decisions  concerning   matters  of   executive  compensation.   The   Company's
compensation  policies have evolved  over the years  since the Company's initial
public stock offering in December 1989. At  the time of the public offering  and
periodically  since  then, the  compensation levels  of the  Company's executive
officers were reviewed and compared to  officers of other publicly held  apparel
companies. The Company adopted the 1989 Plan in 1989 and increased the number of
shares  subject to  the 1989  Plan in January  1992 and  June 1994.  The Plan is
administered by the Option Committee, which  is composed of Willem van  Bokhorst
and George J. Winchell.
 
     One   of  the  Company's  strengths  is   a  strong  management  team.  The
compensation program is designed  to enable the Company  to attract, retain  and
reward  capable  employees  who  contribute  to  the  Company's  success. Equity
participation and a strong alignment to stockholders' interests are key elements
of the Company's compensation  philosophy. The Company's executive  compensation
policies  are  intended to  (i)  attract and  retain  the most  highly qualified
managerial and executive talent; (ii)  afford appropriate incentives to  produce
superior  performance; (iii) emphasize sustained performance by aligning rewards
with stockholder interests;  (iv) motivate executives  and employees to  achieve
the Company's annual and long-term business goals; and (v) reward executives for
superior  individual contributions to the  Company. To implement these policies,
the Board designed an executive compensation program consisting, in general,  of
base salary, annual performance-based bonus plan and stock options.
 
     Base Salary. Base salaries reflect individual responsibilities, experience,
leadership  and  contribution  to  the success  of  the  Company.  Annual salary
adjustments have previously been determined by evaluating the performance of the
executive and  any  increased responsibilities  assumed  by the  executive,  the
performance  of the Company and  the competitive marketplace. Salary adjustments
have previously been determined and normally made on an annual basis. During the
fiscal year ended January 31, 1995 ('fiscal 1995'), however, the Company reduced
the salaries of its mid-level and senior executives in connection with a  review
of  operating expenses in light  of the difficult business  climate faced by the
Company. The Company intends  to review salary levels  during the course of  the
current  fiscal year and may consider restoring the salary reductions made based
on the Company's future performance.
 
     Annual  Bonuses  and  Incentive  Compensation  Program.  Historically,  the
Company's  executives, other  than Morris Goldfarb,  were eligible  to receive a
discretionary bonus,  determined by  Mr.  Goldfarb, based  on an  evaluation  of
individual  performance and overall Company earnings.  No such bonuses were paid
with respect to fiscal 1995. The Compensation Committee, after consultation with
the Board of Directors,  has determined that a  bonus plan with specified  goals
and  objectives will better  serve the Company's  needs. Accordingly, commencing
with the current fiscal  year ending January 31,  1996, the Company's  executive
officers,  other than  Morris Goldfarb,  will be  entitled to  receive an annual
bonus under a new  Incentive Compensation Program.  Under this program,  bonuses
for merchandise division
 
                                       14
 

<PAGE>
officers  and key personnel  will be based 50%  on targeted division performance
and  50%   on  targeted   overall  Company   performance,  while   bonuses   for
administrative  officers  and key  personnel will  be  based solely  on targeted
overall Company performance. Officers will be  entitled to bonuses of up to  15%
of  base salary if targets are  met and up to 20%  of base salary if targets are
exceeded by at least 25%.  The purpose of this new  program is to more  directly
and  objectively  incentivize  and  reward key  personnel.  Mr.  Goldfarb  has a
performance-based incentive bonus  provision in his  employment agreement.  This
incentive  provision  is intended  to recognize  Mr.  Goldfarb's unique  role in
overall management  and corporate  strategy and  provide incentive  compensation
based on overall performance by the Company.
 
     Stock Options. The Compensation Committee endorses the position that equity
ownership by management is beneficial in aligning management's and stockholders'
interests in the enhancement of stockholder value and, accordingly, endorses the
stock  option plan currently in place. Stock option awards have generally vested
ratably over a five-year period, providing a long-term view and incentives  tied
to  growth  in  stockholder values.  The  Committee strongly  believes  that the
compensation program should  provide employees with  an opportunity to  increase
their  ownership  and  potentially  gain financially  from  Company  stock price
increases. By this approach, the best interests of stockholders, executives  and
employees will be closely aligned.
 
     The  Committee believes  that the  use of  stock options  as the  basis for
long-term incentive compensation meets  the Company's compensation strategy  and
business  needs of the Company by achieving increased value for stockholders and
retaining key employees. The Committee intends  to work closely with the  Option
Committee to achieve these goals.
 
     Repricing  of  Stock Options.  As previously  stated, the  Option Committee
strongly believes in the importance of stock options in providing incentives  to
key  employees. Stock options  are granted to  help retain the  sevices of those
individuals who are in  a position to contribute  to the successful conduct  and
operation  of the  Company and provide  incentives by  increasing their personal
stake in the success of the Company.
 
     As a result of the decline in  the price of the Company's Common Stock,  as
1994  progressed, all of the outstanding stock options held by the key employees
of the Company had exercise prices in  excess of the market value of the  Common
Stock.  Accordingly, these stock  options no longer  provided employees with the
incentives originally expected and desired by the Company. The Option  Committee
believed that these individuals continue to positively contribute to the Company
and  have  served  the Company  well,  particularly  in light  of  the difficult
economic conditions faced by the Company, and that the decline in the  Company's
stock price is not necessarily reflective of the performance of these employees.
In  December 1994,  after careful consideration  and consultation  with the full
Board of  Directors,  the  Option  Committee authorized  the  repricing  of  all
outstanding  options granted under the  1989 Plan to an  exercise price of $2.00
per share, the market price of the Common Stock on December 5, 1994, the date of
the Committee's action. All other terms  and conditions of these repriced  stock
options, including their vesting schedules, remain unchanged.
 

<TABLE>
<S>                        <C>
COMPENSATION COMMITTEE        OPTION COMMITTEE
   Thomas J. Brosig          Willem van Bokhorst
     Sigmund Weiss           George J. Winchell
</TABLE>

 
                                       15
 

<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Morris  Goldfarb, President,  Chief Executive  Officer and  director of the
Company is a director of Grand Casinos,  Inc. Thomas J. Brosig is a director  of
Grand  Casinos, Inc. and is also its Executive Vice President. Mr. Brosig served
as Executive Vice President  of Administration and Finance  of the Company  from
August 1989 through March 1990.
 
COMPARATIVE PERFORMANCE BY THE COMPANY
 
     The  Securities and Exchange  Commission requires the  Company to present a
chart comparing the cumulative total stockholder return on its Common Stock with
the cumulative total stockholder return of  (i) a broad equity market index  and
(ii)  a published industry index  or peer group. This  chart compares the Common
Stock with (i) the S&P 500 Composite Index and (ii) the S&P Textiles Index,  and
assumes  an investment of $100 on January 31,  1990 in each of the Common Stock,
the stocks comprising the S&P 500 Composite Index and the stocks comprising  the
S&P Textile Index.
 
                           G-III APPAREL GROUP, LTD.
                     COMPARISON OF CUMULATIVE TOTAL RETURN
                     (JANUARY 31, 1990 - JANUARY 31, 1995)
 
                              [PERFORMANCE GRAPH]


<TABLE>
<CAPTION>
  VALUE AT         G-III        S&P 500      S&P TEXTILE
DECEMBER 31     COMMON STOCK     INDEX          INDEX
- - -----------     ------------    -------      -----------
<S>             <C>             <C>          <C>
1990......         $100          $100           $100
1991......           35.71         95.74         106.12
1992......           48.21        122.38         144.49
1993......           67.86        128            149.33
1994......           28.57        139.12         105.11
1995......           11.61        138.36         102.82
</TABLE>



COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     To the Company's knowledge, the Company's directors, executive officers and
beneficial  owners of more than ten percent of the Company's Common Stock are in
compliance with the reporting requirements of Section 16(a) under the Securities
Exchange Act  of  1934,  as  amended.  Due  to  certain  miscommunications,  the
Company's  directors and executive officers inadvertently filed their respective
Forms 5, reporting the repricing of all existing stock options granted under the
Company's 1989 Plan and  certain additional grants, one  business day after  the
Forms were due.
 
                                       16
 

<PAGE>
 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     In  September 1986, the New York City Industrial Development Agency ('IDA')
issued $1,442,000 of  floating rate  Industrial Development Revenue  Bonds to  a
commercial  bank  for  the purpose  of  acquiring and  renovating  real property
located at  345  West  37th  Street  in New  York  City  (the  '345  Property').
Simultaneously,  the IDA leased the  345 Property for a term  of 15 years to 345
West 37th Corp. ('345 Corp.'),  a company owned and  managed by Morris and  Aron
Goldfarb,  for  sublease to  a subsidiary  of the  Company as  its headquarters.
Monthly rental payments are  due under the  sublease in an  amount equal to  the
aggregate  of all amounts  due under the  bonds (including principal, redemption
premium, if any, and  interest), plus real estate  taxes and building  operating
expenses.  Two  of  the  Company's subsidiaries  and  Morris  and  Aron Goldfarb
(collectively, the  'Guarantors'), have  jointly  and severally  guaranteed  the
payments  and  obligations under  the  lease and  the  payment of  principal and
interest on the bonds.
 
     In April  1988,  345 Corp.  received  a loan  in  the principal  amount  of
$1,153,000  from the  New York Job  Development Authority  (the 'Authority'), to
assist 345 Corp.  in its  renovation of  the 345  Property. The  loan, which  is
financed by long-term bonds issued by the Authority, is for a period of 15 years
and  is repayable in principal installments of $10,689 monthly, plus interest at
a variable rate, not to  exceed 1 1/2% above the  Authority's cost of the  funds
loaned.  At January 31, 1995, the interest rate on and the outstanding principal
amount of the loan were 8.25% and approximately $797,000, respectively. Each  of
the Guarantors has guaranteed the loan.
 
     Each  of  Morris  Goldfarb and  Aron  Goldfarb have  jointly  and severally
guaranted up to $2.5  million of the Company's  bank debt. In consideration  for
these  guarantees,  the Company  granted  to each  of  Morris Goldfarb  and Aron
Goldfarb ten-year options to purchase 25,000 shares of Common Stock at $5.50 per
share and 25,000  shares of Common  Stock at  $6.50 per share.  One-half of  the
options  at each price are currently exercisable  and the balance of the options
have expired by their terms.  Additionally, Morris Goldfarb has pledged  250,000
shares of the Common Stock owned by him as additional security for the Company's
bank debt.
 
 
                PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT
                  OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     The  stockholders will be asked to ratify the appointment of Grant Thornton
LLP as  the independent  certified public  accountants of  the Company  for  the
fiscal  year ending January  31, 1996. Grant Thornton  LLP audited the financial
statements of  the  Company  for the  fiscal  year  ended January  31,  1995.  A
representative  of Grant Thornton  LLP is expected  to be present  at the Annual
Meeting, will have an opportunity to make a statement if he desires to do so and
is  expected  to  be  available   to  respond  to  appropriate  questions   from
stockholders.
 
     THE  BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
T
HE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE 'FOR' APPROVAL THEREOF.
 
                             STOCKHOLDER PROPOSALS
 
     All stockholder proposals which are intended to be presented at the  Annual
Meeting  of Stockholders of the  Company to be held in  1996 must be received by
the Company no later than
 
                                       17
 

<PAGE>
January 30, 1996 for  inclusion in the Board  of Directors' proxy statement  and
form of proxy relating to that meeting.
 
                                 OTHER BUSINESS
 
     The  Board of Directors knows of no other  business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the  Annual
Meeting,  it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
 
     The prompt  return  of  your  proxy will  be  appreciated  and  helpful  in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
 
                                          By Order of the Board of Directors
 
                                          ALAN FELLER
                                          Secretary
 
Dated: May 30, 1995
 
     A  COPY OF THE  COMPANY'S ANNUAL REPORT  ON FORM 10-K  WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER  REQUESTING IT IN WRITING  FROM: G-III APPAREL  GROUP,
LTD.,  ATTENTION: CORPORATE SECRETARY, 345 WEST  37TH STREET, NEW YORK, NEW YORK
10018.
 
                                       18

<PAGE>
                                 APPENDIX 1

                           G-III APPAREL GROUP, LTD.
           THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
           ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 22, 1995
 
    The   undersigned,  a  stockholder   of  G-III  Apparel   Group,  Ltd.  (the
'Corporation'), hereby constitutes and  appoints Morris Goldfarb, Aron  Goldfarb
and   Alan  Feller  and  each   of  them,  the  true   and  lawful  proxies  and
attorneys-in-fact of the undersigned, with full power of substitution in each of
them, to  vote  all  shares  of  Common  Stock  of  the  Corporation  which  the
undersigned  is entitled to  vote at the  Annual Meeting of  Stockholders of the
Corporation to  be  held  on  Thursday,  June 22,  1995,  and  at  any  and  all
adjournments or postponements thereof, as follows:
 
    1. ELECTION OF DIRECTORS
 

<TABLE>
<S>                                                 <C>
[ ] FOR the nominees listed below (except as        [ ] WITHHOLDING AUTHORITY to vote for
  marked to the contrary below)                        all the nominees listed below
</TABLE>

 
(INSTRUCTIONS: To  withhold authority to vote for any individual nominee, strike
               a line through the nominee's name in the list below.)
 
Nominees: Morris Goldfarb, Aron  Goldfarb, Lyle Berman,  Thomas J. Brosig,  Alan
          Feller,  Carl Katz, Willem  van Bokhorst, Sigmund  Weiss and George J.
          Winchell
 
    2. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP
 
                      [ ] FOR   [ ] AGAINST   [ ] ABSTAIN
 
    3. In their discretion upon such other business as may properly come  before
the meeting and any and all adjournments and postponements thereof.
 
                                                    (Continued on reverse side.)
 

<PAGE>
(Continued)
 
    Shares  represented  by this  Proxy  will be  voted  in accordance  with the
instructions indicated in items 1 and  2 above. IF NO INSTRUCTION IS  INDICATED,
THIS  PROXY WILL BE VOTED FOR ALL LISTED NOMINEES FOR DIRECTORS AND FOR PROPOSAL
2.
 
    Any and all proxies heretofore given by the undersigned are hereby revoked.
 
                                                   Dated: ______________________
                                                   _____________________________
                                                   _____________________________
                                                   Please sign  exactly as  your
                                                   name(s)   appear  hereon.  If
                                                   shares are  held  by  two  or
                                                   more   persons   each  should
                                                   sign. Trustees, executors and
                                                   other   fiduciaries    should
                                                   indicate    their   capacity.
                                                   Shares held by  corporations,
                                                   partnerships,   associations,
                                                   etc. should be  signed by  an
                                                   authorized   person,   giving
                                                   full title or authority.
 
           PLEASE DATE, SIGN AND MAIL IN THE ENCLOSED REPLY ENVELOPE