UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SD
Specialized disclosure report
G-III Apparel Group, Ltd.
(Exact name of registrant as specified in its charter)
| Delaware | 0-18183 | 41-1590959 |
| (State or other jurisdiction or incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| 512
Seventh Avenue New York, New York |
10018 | |
| (Address of principal executive offices) | (Zip Code) |
| Neal S. Nackman | (212) 403-0500 |
(Name and telephone number, including area code, of the person to contact in connection with
this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2015. |
Section 1 - Conflict Minerals Disclosure
Introduction
This Specialized Disclosure Report on Form SD (“Form SD”) of G-III Apparel Group, Ltd. (“G-III,” “we,” “us,” or “our”) for the year ended December 31, 2015 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended.
Company Overview
G-III designs, manufactures and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as footwear, luggage and women’s handbags, small leather goods and cold weather accessories for wholesale and retail distribution.
Conflict Minerals Policy
Our Conflicts Minerals Policy is publicly available in the Investor Relations section of our website at http://www.giii.com under the heading “Corporate Communications & Governance - Conflict Minerals Policy.” Except as expressly provided herein, the information on, or that can be accessed through, our website is not part of this Form SD.
Item 1.01 Conflict Minerals Disclosure and Report
G-III has filed a Conflict Minerals Report as Exhibit 1.01 to this Form SD. The Conflicts Mineral Report is also publicly available at http://www.giii.com under the heading “Corporate Communication & Governance.”
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2 – Exhibits
Item 2.01 Exhibits
Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
G-III APPAREL GROUP, LTD.
| By: | /s/ Neal S. Nackman | May 31, 2016 | |
| Neal S. Nackman | (Date) | ||
| Chief Financial Officer |
| 3 |
Exhibit 1.01
(Items 1.01 and 1.02)
Conflict Minerals
Report of G-III Apparel Group, Ltd.
In Accordance with Rule 13p-1 under the Securities Exchange Act of 1934
Introduction
This is the Conflict Minerals Report of G-III Apparel Group, Ltd. (“G-III”) filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2015 to December 31, 2015. Please refer to Rule 13p-1, Form SD and the SEC Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.
Rule 13p-1 imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. “Conflict minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten and gold for the purpose of this assessment.
If a registrant can establish that the conflict minerals in its products originated from sources other than the Democratic Republic of the Congo (DRC) or an adjoining country (the “Covered Countries”), or from recycled and scrap sources, the registrant must submit a specialized disclosure report on Form SD that describes the steps that the registrant took to determine the origin of the conflict minerals in its products.
If a registrant has reason to believe that any of the conflict minerals in its supply chain may have originated in a Covered Country, or if the registrant is unable to determine the country of origin of those conflict minerals, then the registrant must exercise due diligence on the conflict minerals’ source and chain of custody, and the registrant must annually submit a Conflict Minerals Report to the SEC that includes a description of those due diligence measures.
The report presented herein is not audited by an independent private sector auditor in reliance on recent SEC guidance to the effect that the requirement of such an audit has been stayed except if the registrant elects to describe its products as “DRC conflict-free” in its Conflicts Minerals Report.
Company and Products Overview
G-III designs, manufactures and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as footwear, luggage and women’s handbags, small leather goods and cold weather accessories. We sell our products under our own proprietary brands, which include Vilebrequin, G.H. Bass, Bass, Andrew Marc and Marc New York, licensed brands and private retail labels. As of January 31, 2016, G-III operated 448 retail stores, of which 199 are operated under our Wilsons Leather name, 163 are operated under our G.H. Bass brand, 81 are operated under our Vilebrequin brand, and 5 are operated under the licensed Calvin Klein Performance brand.
Due Diligence
In accordance with the SEC’s conflict minerals rules, G-III undertook due diligence to determine the conflict minerals status of the necessary conflict minerals gold and tin used in components for manufacturing G-III’s products. In conducting its due diligence, G-III applied guidance from the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Framework”), an internationally recognized due diligence framework.
G-III’s due diligence measures were based on the Electronic Industry Citizenship Coalition and Global e-Sustainability (“EICC/GeSI”) initiative with the smelters and refiners of conflict minerals who provide those conflict minerals to our suppliers. As a company in the apparel business, G-III is several levels removed from the actual mining of conflict minerals. G-III does not make purchases of raw ore or unrefined conflict minerals and makes no purchases in the Covered Countries.
| 1 |
G-III’s due diligence measures included:
| - | Conducting, in good faith, a reasonable country of origin inquiry (“RCOI”) with direct suppliers and suppliers of materials containing conflict minerals using the EICC/GeSI Conflict Minerals Reporting Template to determine traceability throughout our supply chain. |
| - | Comparing the smelters and refiners identified in the supply-chain survey against the list of smelter facilities which have been identified as “conflict free” by programs such as the Conflict Free Smelter (“CFS”) program for tin and gold. |
| - | Contacting smelters and refiners not listed by programs such as the CFS to determine their sourcing practices and country of origin for tin and gold. |
G-III executed its RCOI with all affected suppliers supplying parts and materials for products contracted to be manufactured for G-III. The affected suppliers were contacted and requested to provide conflict minerals data in the EICC-GeSI Conflict Minerals Reporting Template. We contacted 349 affected suppliers of which 254 responded. 16 replied with some conflict minerals data. After review and removal of duplicate or alternate names, 17 smelters were identified as conflict minerals smelters consistent with the smelter definitions proposed by industry and the audit protocols published by the Conflict Free Smelter Program. Of these, 5 are listed on the CFSI’s Conflict Free Sourcing list, 15 have supplied information on their smelter’s sourcing practices and certified the countries of origin for minerals sourced by the smelter/refinery. 17 have certified their countries of origin for minerals sourced by the smelter refinery.
As a result of the due diligence measures described above, G-III has determined in good faith that for calendar year 2015, with respect to a portion of the conflict minerals used in components for manufacturing G-III’s apparel products, we lack sufficient information from our suppliers for certain trims to conclude whether the necessary conflict minerals originated in the Covered Countries, whether the necessary conflict minerals were from recycled or scrap sources, or whether the necessary conflict minerals were DRC conflict free or have not been found to be DRC conflict free. The information available is also insufficient to identify the facilities used to process the necessary conflict minerals.
Conflict Minerals Policy
Our policy is based on the framework of the Organization for Economic Cooperation and Development (OECD). It is publicly available on our website at http://www.giii.com under the heading “G-III Conflict Minerals Policy.”
Steps To Be Taken to Mitigate Risk
We will continue to communicate our expectations and information requirements to our direct suppliers and continue to make inquiries of our direct suppliers. New suppliers will be reviewed for conflict minerals conformance during initial vendor acceptance procedures. In the next compliance period, G-III will continue to improve the information gathered from its due diligence to further mitigate the risk that its necessary conflict minerals do not benefit armed groups as follows:
| - | Increasing the response rate of suppliers’ surveys to 100% of all suppliers (or the highest increased response rate that is practicable). |
| - | Informing smelters identified as a result of the supply-chain survey on our Conflict Minerals Policy and requesting their participation in a program such as the CFS program to obtain a “conflict free” designation, or at least determining their sourcing practices and country of origin for tin and gold. |
| 2 |
| - | Adding a statement of G-III’s conflicts minerals policy in all of G-III’s purchase orders. |
| 3 |