UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INNOVO GROUP INC.
------------------
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
---------------------------------------
(Title of Class of Securities)
457954501
---------
(CUSIP Number)
Hubert Guez
5804 E. Slauson Avenue
Commerce, California 90040
(323) 890-9660
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 11, 2003
---------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 17 Pages
Exhibit List: Page 16
SCHEDULE 13D
CUSIP No. 457954501 Page 2 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
COMMERCE INVESTMENT GROUP, LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
California
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,069,689
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,069,689
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,069,689
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
9.65%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 457954501 Page 3 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
S.H.D. INVESTMENTS, LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
6 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
California
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 285,714
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
285,714
11 Aggregate Amount Beneficially Owned by Each Reporting Person
285,714
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
1.35%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 457954501 Page 4 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
GRIFFIN JAMES ARON GUEZ IRREVOCABLE TRUST
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
CALIFORNIA
7 Sole Voting Power
Number of 142,857
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 142,857
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
142,857
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
.07%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 457954501 Page 5 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
STEPHEN AVNER FELIZ GUEZ IRREVOCABLE TRUST
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
CALIFORNIA
7 Sole Voting Power
Number of 392,857
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 392,857
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
392,857
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
1.86%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 457954501 Page 6 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
HUBERT GUEZ
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 1,045,328
Shares
Beneficially 8 Shared Voting Power
Owned By 2,069,689
Each
Reporting 9 Sole Dispositive Power
Person 1,045,328
With
10 Shared Dispositive Power
2,069,689
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,115,017
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
14.52%
14 Type of Reporting Person (See Instructions)
IA
SCHEDULE 13D
CUSIP No. 457954501 Page 7 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PAUL GUEZ
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 985,714
Shares
Beneficially 8 Shared Voting Power
Owned By 2,069,689
Each
Reporting 9 Sole Dispositive Power
Person 985,714
With
10 Shared Dispositive Power
2,069,689
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,055,403
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
14.24%
14 Type of Reporting Person (See Instructions)
IA
Page 8 of 17 Pages
This Amendment No. 1 to Schedule 13D relates to shares of
Common Stock, par value $0.10 per share (the "Shares") of Innovo Group Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D, dated November 30, 2000 (the "Initial Statement"), filed by the
Reporting Persons (as defined herein). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Commerce Investment Group, Inc. ("Commerce");
ii) S.H.D. Investments, LLC ("S.H.D.");
iii) Griffin James Aron Guez Irrevocable Trust ("Griffin Guez
Trust");
iv) Stephen Avner Feliz Guez Irrevocable Trust ("Stephen Guez
Trust");
v) Mr. Hubert Guez ("Mr. Hubert Guez"); and
vi) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts of
Commerce, SHD, Azteca Production International, a California corporation
("Azteca"), Integrated Apparel Resources, LLC, a California limited liability
company ("Integrated"), and Mr. Hubert Guez.
The Reporting Persons
Commerce is limited liability company organized in California and
has its principal office at 5804 East Slauson Avenue, Commerce, California
90040. The principal business of Commerce is investment in securities. Mr.
Hubert Guez and Mr. Paul Guez are joint owners of Commerce and, in such
capacity, Mr. Hubert Guez and Mr. Paul Guez may be deemed to be the beneficial
owners of the Shares held for the account of Commerce. Current information
concerning the identity and background of the directors and officers of Commerce
is set forth in Annex A hereto, which is incorporated by reference in response
to this Item 2. Mr. Paul Guez is the Executive Vice President and Investment
Manager of Azteca and, in such capacities, Mr. Paul Guez may be deemed to be the
beneficial owner of the Shares held for the account of Azteca. Mr. Paul Guez
also serves as the President of SHD and, in such capacity, may be deemed to be
the beneficial owner of the Shares held for the account of SHD. Finally, Mr.
Hubert Guez is the Chairman of the Board and Chief Executive Officer of
Integrated and, in such capacities may be deemed to be the beneficial owner of
the Shares held for the account of Integrated. Current information concerning
the identity and background of the directors and officers of Azteca and
Integrated is also set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
The principal occupation of Mr. Hubert Guez, a United States
citizen, is the direction of the activities of Commerce, which is carried out in
his capacity as Chief Manager of Commerce at Commerce's principal offices
located at 5804 East Slauson Avenue, Commerce, California 90040. The principal
occupation of Mr. Paul Guez, a United States citizen, is the direction of the
activities of Commerce, which is carried out in his capacity as Senior Vice
President of Commerce at Commerce's principal offices located at 5804 East
Slauson Avenue, Commerce, California 90040.
Page 9 of 17 Pages
The Griffin Guez Trust and the Stephen Guez Trust are trusts
organized and existing under the laws of the State of California. Ms. Marguerite
Guez serves as the trustee of the Griffin Guez Trust and the Stephen Guez Trust.
The address of the Griffin Guez Trust and the Stephen Guez Trust is 5804 East
Slauson Avenue, Commerce, California 90040.
SHD is a California limited liability company and SHD's principal
offices are located at 5804 East Slauson Avenue, Commerce, California 90040. The
principal business of Commerce is investment in securities. Mr. Paul Guez serves
as President of SHD.
During the past five years, none of the Reporting Persons and, to
the best of the Reporting Persons' knowledge, no other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a
party to any civil proceeding as a result of which it or he has been subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
According to information filed by the Issuer with the Securities
and Exchange Commission on its most recent Form 10-Q/A for the quarterly period
ended August 14, 2003, the number of Shares outstanding was 21,158,308 as of
October 14, 2003.
(a) (i) Commerce may be deemed the beneficial owner of 2,069,689
Shares (approximately 9.65% of the total number of Shares outstanding assuming
the exercise of warrants held for its account). This number consists of A)
1,769,689 Shares held for its account, and B) 300,000 Shares issuable upon the
exercise of warrants held for its account.
(ii) SHD may be deemed to be the beneficial owner of the
285,714 Shares (approximately 1.35% of the otal number of Shares outstanding).
This number consists of 285,714 Shares held for its account.
(iii)The Griffin Guez Trust may be deemed to be the
beneficial owner of 142,857 Shares (approximately 0.07% of the total number of
Shares outstanding). This number consists of 142,857 Shares held for its
account.
(iv) The Stephen Guez Trust may be deemed to be the
beneficial owner of 392,857 Shares (approximately 1.86% of the total number of
Shares outstanding). This number consists of 142,857 Shares held for its
account.
(v) Mr. Hubert Guez may be deemed the beneficial owner of
3,115,017 Shares (approximately 14.52% of the total number of Shares
outstanding assuming the exercise of warrants held for the account of Commerce).
This number consists of A) 23,900 Shares held for his personal account, B)
1,769,689 Shares held for the account of Commerce, C) 300,000 Shares issuable
upon the exercise of warrants held for the account of Commerce, and D) 1,021,428
Shares held for the account of Integrated.
Page 10 of 17 Pages
(vi) Mr. Paul Guez may be deemed the beneficial owner of
3,055,403 Shares (approximately 14.24% of the total number of Shares outstanding
assuming the exercise of warrants held for the account of Commerce). This number
consists of A) 1,769,689 Shares held for the account of Commerce, B) 300,000
Shares issuable upon the exercise of warrants held for the account of Commerce,
C) 285,714 Shares held for the account of SHD, and D) 700,000 Shares held for
the account of Azteca.
(b) (i) Commerce may be deemed to have shared power to direct
the voting and disposition of the 2,069,689 Shares held for its account
(assuming the exercise of warrants held for the account of Commerce).
(ii) SHD may be deemed to have shared power to direct the
voting and disposition of the 285,714 Shares held for its account.
(iii)The Griffin Guez Trust may be deemed to have the sole
power to direct the voting and disposition of the 142,857 Shares held for its
account.
(iv) The Stephen Guez Trust may be deemed to have the sole
power to direct the voting and disposition of the 392,857 Shares held for its
account.
(v) Mr. Hubert Guez may be deemed to have the sole power to
direct the voting and disposition of the 23,900 Shares held for his personal
account and the 1,021,428 Shares held for the account of Integrated. Mr. Hubert
Guez may also be deemed to have shared power to direct the voting and
disposition of the 2,069,689 Shares held for the account of Commerce (assuming
the exercise of warrants held for the account of Commerce).
(vi) Mr. Paul Guez may be deemed to have the sole power to
direct the voting and disposition of the 700,000 Shares held for the account of
Azteca. Mr. Paul Guez may also be deemed to have shared power to direct the
voting and disposition of the 2,069,689 Shares held for the account of Commerce
(assuming the exercise of warrants held for the account of Commerce) and the
285,714 Shares held for the account of SHD.
(c) Except as set forth in Annex B hereto, there have been no
transactions effected with respect to the Shares since August 30, 2003 (60 days
prior to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of Commerce, including Mr. Hubert
Guez and Mr. Paul Guez, have the right to participate in the receipt of
dividends from, or proceeds from the sales of, the securities held for the
account of Commerce in accordance with their ownership interests in Commerce.
(ii) The shareholders of Azteca, including Mr. Hubert Guez
and Mr. Paul Guez, have the right to participate in the receipt of dividends
from, or proceeds from the sales of, the securities held for the account of
Azteca in accordance with their ownership interests in Azteca.
(iii)The shareholders of Integrated have the right to
participate in the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Integrated in accordance with their ownership
interests in Integrated.
Page 11 of 17 Pages
(iv) The shareholders of SHD, including Mr. Paul Guez, have
the right to participate in the receipt of dividends from, or proceeds from the
sales of, the securities held for the account of SHD in accordance with their
ownership interests in SHD.
(v) The beneficiary of the Griffin Guez Trust have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the securities held for the account of the Griffin Guez Trust.
(vi) The beneficiary of the Stephen Guez Trust have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the securities held for the account of the Stephen Guez Trust.
(e) Each of the Griffin Guez Trust and the Stephen Guez Trust
have ceased to be beneficial owners of more than five percent of the Shares.
Item 7. Material to be Filed as Exhibits
The Exhibit List is incoporated herein by reference.
Page 12 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: October 29, 2003 COMMERCE INVESTMENT GROUP, LLC
By: /s/ Hubert Guez
---------------------------------------
Hubert Guez
Manager
Date: October 29, 2003 S.H.D. INVESTMENTS, LLC
By: /s/ Paul Guez
---------------------------------------
Paul Guez
President
Date: October 29, 2003 GRIFFIN JAMES ARON GUEZ IRREVOCABLE TRUST
By: /s/ Marguerite Guez
---------------------------------------
Marguerite Guez
Trustee
Date: October 29, 2003 STEPHAN AVNER FELIZ GUEZ IRREVOCABLE TRUST
By: /s/ Marguerite Guez
---------------------------------------
Marguerite Guez
Trustee
Date: October 29, 2003 HUBERT GUEZ
/s/ Hubert Guez
-------------------------------------------
Hubert Guez
Date: October 29, 2003 PAUL GUEZ
/s/ Paul Guez
-------------------------------------------
Paul Guez
Page 13 of 17 Pages
ANNEX A
Directors and Officers of Commerce Investment Group, LLC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Hubert Guez Chief Manager of Commerce Investment 5804 East Slauson Avenue
Chief Manager Group, LLC Commerce, CA 90040
(United States)
Paul Guez Senior Vice President of Commerce 5804 East Slauson Avenue
Senior Vice President Investment Group, LLC Commerce, CA 90040
(United States)
Directors and Officers of Azteca Production International
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Hubert Guez Chief Manager of Commerce Investment 5804 East Slauson Avenue
President, Secretary and Chief Group, LLC Commerce, CA 90040
Financial Officer
(United States)
Paul Guez Senior Vice President of Commerce 5804 East Slauson Avenue
Executive Vice President Investment Group, LLC Commerce, CA 90040
(United States)
Directors and Officers of Integrated Apparel Resources, LLC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Hubert Guez Chief Manager of Commerce Investment 5804 East Slauson Avenue
Director, Chairman of the Board, Group, LLC Commerce, CA 90040
Chief Executive Officer and
Secretary
(United States)
Dov Haddad President of Integrated Apparel 5804 East Slauson Avenue
Director and President Resources, LLC Commerce, CA 90040
(United States)
Paul Guez Senior Vice President of Commerce 5804 East Slauson Avenue
Director Investment Group, LLC Commerce, CA 90040
(United States)
Fred Kalmar Chief Financial Officer of Integrated 5804 East Slauson Avenue
Chief Financial Officer Apparel Resources, LLC Commerce, CA 90040
(United States)
Page 14 of 17 Pages
Gloria Ng Chief Operating Officer of Integrated 5804 East Slauson Avenue
Chief Operating Officer Apparel Resources, LLC Commerce, CA 90040
(United States)
Phillip Li Executive Vice President of Integrated 5804 East Slauson Avenue
Executive Vice President Apparel Resources, LLC Commerce, CA 90040
(United States)
Except for the information reported herein with regard to Mr.
Hubert Guez and Mr. Paul Guez, to the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 15 of 17 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
INNOVO GROUP INC.
Nature of Number of
For the Account of Date of Transaction Transaction Securities Price
------------------ ------------------- ----------- ---------- -----
Paul Guez August 28, 2003 Sale 5,000 Shares $5.30
Paul Guez August 28, 2003 Sale 5,000 Shares $5.05
Paul Guez August 28, 2003 Sale 5,000 Shares $5.00
Paul Guez August 29, 2003 Sale 5,000 Shares $5.66
Paul Guez August 29, 2003 Sale 5,000 Shares $5.45
Paul Guez August 29, 2003 Sale 5,000 Shares $5.40
Commerce Investment Cashless 1,000,000 Shares
Group LLC September 18, 2003 Exercise of (received 707,927
Options Shares) $2.10
S.H.D. Investments, LLC October 24, 2003 Cashless 500,000 Shares
Exercise of (received 285,714 $2.10
Options Shares)
Integrated Apparel October 24, 2003 Cashless 1,000,000 Shares
Resources, LLC Exercise of (received 571,428 $2.10
Options Shares)
Griffin James Aron Guez October 24, 2003 Cashless 250,000 Shares
Irrevocable Trust Exercise of (received 142,857 $2.10
Options Shares
Stephen Avner Feliz Guez October 24, 2003 Cashless 250,000 Shares
Irrevocable Trust Exercise of (received 142,857 $2.10
Options Shares)
Page 16 of 17 Pages
EXHIBIT INDEX
Ex. Page No.
--- --------
A. Joint Filing Agreement dated as of October 29, 2003
by and among Commerce Investment Group, LLC, S.H.D.
Investments, LLC, Griffin James Aron Guez Irrevocable
Trust, Stephen Avner Feliz Guez Irrevocable Trust,
Mr. Hubert Guez and Mr. Paul Guez................... 17
Page 17 of 17 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the common stock, par value $0.10 per share, of Innovo Group
Inc., dated as of October 29, 2003, is, and any amendments thereto (including
amendments on Schedule 13G) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: October 29, 2003 COMMERCE INVESTMENT GROUP, LLC
By: /s/ Hubert Guez
---------------------------------------
Hubert Guez
Manager
Date: October 29, 2003 S.H.D. INVESTMENTS, LLC
By: /s/ Paul Guez
---------------------------------------
Paul Guez
President
Date: October 29, 2003 GRIFFIN JAMES ARON GUEZ IRREVOCABLE TRUST
By: /s/ Marguerite Guez
---------------------------------------
Marguerite Guez
Trustee
Date: October 29, 2003 STEPHAN AVNER FELIZ GUEZ IRREVOCABLE TRUST
By: /s/ Marguerite Guez
---------------------------------------
Marguerite Guez
Trustee
Date: October 29, 2003 HUBERT GUEZ
/s/ Hubert Guez
-------------------------------------------
Hubert Guez
Date: October 29, 2003 PAUL GUEZ
/s/ Paul Guez
-------------------------------------------
Paul Guez