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Tarrant Apparel Group · DEF 14A · For 5/8/00

Filed On 4/18/00 4:41pm ET · SEC File 0-26430 · Accession Number 898430-0-1304

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/18/00  Tarrant Apparel Group             DEF 14A     5/08/00    1:24                                     Donnelley R R & S..05/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            24    102K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Election of Directors Employee Incentive Plan Employment Agreements Option Exercises and Holdings Stock Option Grants
1	1st Page
6	Election of Directors
11	Employment Agreements
"	Stock Option Grants
12	Option Exercises and Holdings
"	Employee Incentive Plan

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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

       Tarrant Apparel Group
--------------------------------------------------------------------------------
(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]  No fee required.                                                           

[_]  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:   

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

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(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):

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(4) Proposed maximum aggregate value of transaction:                  

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

(5) Total fee paid:                                                   

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[_]  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.:                     

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(3) Filing Party:                                                     

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(4) Date Filed:                                                       

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Notes:                                                                          

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Tarrant Apparel Group 

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS  
To Be Held May 8, 2000  

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

TO THE SHAREHOLDERS OF TARRANT APPAREL GROUP:                                   

Notice is hereby given that the annual meeting (the "Meeting") of the       
shareholders of Tarrant Apparel Group (the "Company") will be held at 3151      
East Washington Boulevard, Los Angeles, California 90023, on Monday, May 8,     
2000 at 10:00 a.m. (California time) for the following purposes:                

1. Election of Directors. To elect three persons to the Board of Directors of   
 the Company to serve until the annual meeting of shareholders to be held in
the year 2002 and until their successors have been elected and qualified. 
The following persons are the Board of Directors' nominees:               

                                                                [Download Table]
                                                                              
        Gerard Guez                    Todd Kay                  Scott Briskie

2. Ratification of 2000 Employee Incentive Awards. To ratify the grant of       
awards for the year 2000 to certain executive officers pursuant to the    
Employee Incentive Plan, payable only if the Company reports a specified  
amount of pretax income.                                                  

3. Ratification of Appointment of Independent Auditors. To ratify the           
appointment of Ernst & Young LLP as the Company's independent certified   
public accountants for the year ending December 31, 2000.                 

4. Other Business. To transact such other business as properly may come before  
the Meeting or any adjournment thereof.                                   

Only persons who are shareholders of record (the "Shareholders") at the     
close of business on April 10, 2000 are entitled to notice of and to vote in    
person or by proxy at the Meeting or any adjournment thereof.                   

The Proxy Statement which accompanies this Notice contains additional       
information regarding the proposals to be considered at the Meeting, and        
Shareholders are encouraged to read it in its entirety.                         

As set forth in the enclosed Proxy Statement, proxies are being solicited by
and on behalf of the Board of Directors of the Company. All proposals set       
forth above are proposals of the Company. It is expected that these materials   
first will be mailed to Shareholders on or about April 12, 2000.                

IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN  
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND   
THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU THEN MAY WITHDRAW      
YOUR PROXY AND VOTE IN PERSON. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO    
ITS EXERCISE. IN ORDER TO FACILITATE THE PROVIDING OF ADEQUATE ACCOMMODATIONS,  
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.     

                                       By Order of the Board of Directors,

                         TARRANT APPAREL GROUP
                   /s/ Gerard Guez
                Gerard Guez,
                             Chairman of the Board and
                           Chief Executive Officer
Dated: April 10, 2000                                                           
Los Angeles, California                                                         

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TARRANT APPAREL GROUP 
3151 East Washington Boulevard  
Los Angeles, California 90023 
(323) 780-8250  

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

PROXY STATEMENT 
2000 Annual Meeting of Shareholders 
May 8, 2000 

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

GENERAL INFORMATION 

This Proxy Statement is furnished in connection with the solicitation of    
proxies by the Board of Directors (the "Board of Directors") of Tarrant         
Apparel Group (the "Company") for use at the 2000 annual meeting (the           
"Meeting") of the shareholders of the Company to be held on Monday, May 8,      
2000, at 3151 East Washington Boulevard, Los Angeles, California 90023, at      
10:00 a.m. (California time) and at any adjournment thereof. Gerard Guez and    
Todd Kay, the designated proxyholders (the "Proxyholders"), are members of the  
Company's management. Only shareholders of record (the "Shareholders") on       
April 10, 2000 (the "Record Date") are entitled to notice of and to vote in     
person or by proxy at the Meeting or any adjournment thereof. This Proxy        
Statement and the enclosed proxy card (the "Proxy") will be first mailed to     
Shareholders on or about April 12, 2000.                                        

Matters to be Considered                                                        

The matters to be considered and voted upon at the Meeting will be:         

1. Election of Directors. To elect three persons to the Board of Directors of   
 the Company to serve until the annual meeting of shareholders to be held in
the year 2002 and until their successors have been elected and qualified. 
The following persons are the Board of Directors' nominees:               

                                                                [Download Table]
                                                                 
Gerard Guez             Todd Kay                    Scott Briskie

2. Ratification of 2000 Employee Incentive Awards. To ratify the grant of       
awards for the year 2000 to certain executive officers pursuant to the    
Employee Incentive Plan, payable only if the Company reports a specified  
amount of pretax income.                                                  

3. Ratification of Appointment of Independent Auditors. To ratify the           
appointment of Ernst & Young LLP as the Company's independent certified   
public accountants for the year ending December 31, 2000.                 

4. Other Business. To transact such other business as properly may come before  
the Meeting or any adjournment thereof.                                   

Cost of Solicitation of Proxies                                                 

This Proxy solicitation is made by the Board of Directors of the Company,   
and the Company will bear the costs of this solicitation, including the         
expense of preparing, assembling, printing and mailing this Proxy Statement     
and any other material used in this solicitation of Proxies. The solicitation   
of Proxies will be made by mail and may be supplemented by telephone or other   
personal contact to be made without special compensation by regular officers    
and employees of the Company. If it should appear desirable to do so to ensure  
adequate representation at the Meeting, officers and regular employees may      
communicate with Shareholders, banks, brokerage houses, custodians, nominees    
and others, by telephone, facsimile transmissions, telegraph, or in person to   
request that Proxies be furnished. The Company will reimburse banks, brokerage  
houses and other custodians, nominees and fiduciaries for their reasonable      
expenses in forwarding proxy materials to their principals. The total           
estimated cost of the solicitation of Proxies is $6,000.                        

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Outstanding Securities and Voting Rights; Revocability of Proxies               

The authorized capital of the Company consists of (i) 20,000,000 shares of  
common stock ("Common Stock"), of which 15,812,315 shares were issued and       
outstanding on the Record Date and (ii) 2,000,000 shares of Preferred Stock,    
none of which are issued and outstanding on the Record Date. A majority of the  
outstanding shares of the Common Stock constitutes a quorum for the conduct of  
business at the Meeting. Abstentions will be treated as shares present and      
entitled to vote for purposes of determining the presence of a quorum.          

Each Shareholder is entitled to one vote, in person or by proxy, for each   
share of Common Stock standing in his or her name on the books of the Company   
as of the Record Date on any matter submitted to the Shareholders.              

The Company's Restated Articles of Incorporation does not authorize         
cumulative voting. In the election of directors, the candidates receiving the   
highest number of votes will be elected. Each other proposal described herein   
requires the affirmative vote of a majority of the outstanding shares of        
Common Stock present in person or represented by proxy and entitled to vote at  
the Meeting. Accordingly, broker non-votes and abstentions from voting on any   
matter, other than the election of directors, will have the effect of a vote    
"AGAINST" such matter.                                                          

Of the shares of Common Stock outstanding on the Record Date, 8,185,119     
shares of Common Stock (or approximately 51.8% of the issued and outstanding    
shares of Common Stock) were owned by directors and executive officers of the   
Company. Such persons have informed the Company that they will vote "FOR" the   
election of the nominees to the Board of Directors identified herein, "FOR"     
the ratification of the year 2000 employee incentive awards, and "FOR" the      
ratification of the appointment of Ernst & Young LLP as the Company's           
independent auditors, all as described herein.                                  

A Proxy for use at the Meeting is enclosed. The Proxy must be signed and    
dated by you or your authorized representative or agent. Telegraphed, cabled    
or telecopied Proxies are also valid. You may revoke a Proxy at any time        
before it is exercised at the Meeting by submitting a written revocation to     
the Secretary of the Company or a duly executed Proxy bearing a later date or   
by voting in person at the Meeting.                                             

If you hold Common Stock in "street name" and you fail to instruct your     
broker or nominee as to how to vote such Common Stock, your broker or nominee   
may, in its discretion, vote such Common Stock "FOR" the election of the Board  
of Directors' nominees, "FOR" the ratification of the year 2000 employee        
incentive awards, and "FOR" the ratification of the appointment of Ernst &      
Young LLP as the Company's independent auditors.                                

Unless revoked, the shares of Common Stock represented by Proxies will be   
voted in accordance with the instructions given thereon. In the absence of any  
instruction in the Proxy, such shares of Common Stock will be voted "FOR" the   
election of the Board of Directors' nominees, "FOR" the ratification of the     
year 2000 employee incentive awards and "FOR" the ratification of the           
appointment of Ernst & Young LLP as the Company's independent auditors.         

Recently, the Securities and Exchange Commission (the "SEC") amended its    
rule governing a company's ability to use discretionary proxy authority with    
respect to shareholder proposals which were not submitted by the shareholders   
in time to be included in the proxy statement. As a result of that rule         
change, in the event a shareholder proposal was not submitted to the Company    
prior to December 14, 1999, the enclosed Proxy will confer authority on the     
Proxyholders to vote the shares in accordance with their best judgment and      
discretion if the proposal is presented at the Meeting. As of the date hereof,  
no shareholder proposal has been submitted to the Company, and management is    
not aware of any other matters to be presented for action at the Meeting.       
However, if any other matters properly come before the Meeting, the Proxies     
solicited hereby will be voted by the Proxyholders in accordance with the       
recommendations of the Board of Directors. Such authorization includes          
authority to appoint a substitute nominee for any Board of Directors' nominee   
identified herein where death, illness or other circumstance arises which       
prevents such nominee from serving in such position and to vote such Proxy for  
such substitute nominee.                                                        

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Security Ownership of Principal Shareholders and Management                     

The following table sets forth the beneficial ownership of Common Stock as  
of the Record Date, by each person known to the Company to be the beneficial    
owner of more than five percent of the outstanding shares of Common Stock       
(other than depositories), by each executive officer, director and nominee for  
director of the Company, and by all directors and executive officers as a       
group.                                                                          

                                                                [Download Table]

                                              Amount and                    
                                               Nature of                    
             Name and Address                 Beneficial          Percentage
          of Beneficial Owner(1)            Ownership(2)(3)        Owned(3) 
          ----------------------            ---------------       ----------
                                                                            
Gerard Guez................................    5,970,186(4)(5)(6)    36.7%  
Todd Kay...................................    2,833,333(4)(5)(6)    17.6%  
Limited Direct Associates, L.P. ...........    1,000,000              6.3%  
Lord, Abbett & Co. ........................    1,833,537             11.6%  
Corazon R. Reyes...........................      158,500(5)             *   
Karen S. Wasserman.........................       72,500(5)             *   
Eddy Yuen Tak Yu...........................      126,500(5)             *   
Scott Briskie..............................        2,000(5)             *   
Barry Aved.................................        7,000(5)             *   
Nicolas Berggruen..........................       11,600(5)(7)          *   
James Miller...............................       12,000(5)             *   
All directors and executive officers as a                                   
 group (nine persons)......................    9,193,619(5)          54.8%  

--------                                                                        
*  Less than 1%.                                                              

(1) The address of the directors and executive officers of the Company is 3151  
East Washington Boulevard, Los Angeles, California 90023. The address of
Limited Direct Associates, L.P. is c/o The Limited, Inc., Three Limited 
  Parkway, P.O. Box 16000, Columbus, Ohio 43230. The address of Lord, Abbett
& Co. is 767 Fifth Avenue, New York, New York 10153.                    

(2) Except as set forth below, the named shareholder has sole voting power and  
investment power with respect to the shares listed, subject to community
property laws where applicable.                                         

(3) Shares of Common Stock which the person (or group) has the right to         
 acquire within 60 days after the Record Date are deemed to be outstanding
in calculating the beneficial ownership and the percentage ownership of 
  the person (or group) but are not deemed to be outstanding as to any other
person or group.                                                        

(4) Gerard Guez and Todd Kay have pledged an aggregate of 5,283,333 shares and  
360,000 shares, respectively, to financial institutions to secure the   
  repayment of loans to such shareholders or corporations controlled by such
shareholders.                                                           

(5) Excludes an aggregate of 600,000 shares which certain directors and         
executive officers will have the right to purchase upon the exercise of 
stock options granted pursuant to the Employee Incentive Plan, which    
options will become exercisable in various installments commencing on or
after June 11, 2000.                                                    

(6) Includes 103,578 shares held by GKT Investments, LLC, a limited liability   
company controlled by Messrs. Guez and Kay.                             

(7) All such shares held by Alexander Enterprise. Mr. Berggruen is the          
investment advisor to Alexander Enterprise. Mr. Berggruen disclaims any 
beneficial interest in such shares.                                     

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PROPOSAL 1

ELECTION OF DIRECTORS 

Directors and Executive Officers                                                

The Restated Bylaws of the Company provides that the number of directors of 
the Company shall be fixed from time to time exclusively by the Board of        
Directors, but shall not be less than six nor more than eleven. The Board of    
Directors has fixed the number of directors at seven. The Restated Articles of  
Incorporation of the Company provides that, commencing with the 1998 annual     
meeting, the Board of Directors shall be divided into two classes which are     
elected for staggered two year terms. The term of each class expires at the     
annual meeting of shareholders in the year 2001 (Class I) and the year 2000     
(Class II).                                                                     

Only the members of Class II, Gerard Guez, Todd Kay and Scott Briskie, each 
of whom currently is a member of the Board of Directors of the Company, are     
nominees for election to the Board of Directors at the Meeting, to serve until  
the annual meeting of shareholders to be held in the year 2002 and until their  
successors have been elected and qualified. All nominees have indicated their   
willingness to serve and, unless otherwise instructed, Proxies will be voted in 
such a way as to elect as many of these nominees as possible under applicable   
voting rules. In the event that a nominee should be unable to serve as a        
director, it is intended that the Proxies will be voted for the election of     
such substitute nominee, if any, as shall be designated by the Board of         
Directors. Management has no reason to believe that any nominee will be         
unavailable.                                                                    

None of the directors, nominees for director or executive officers were     
selected pursuant to any arrangement or understanding, other than with the      
directors and executive officers of the Company acting within their capacity as 
such. There are no family relationships among directors or executive officers   
of the Company and, except as set forth below, as of the date hereof, no        
directorships are held by any director in a company which has a class of        
securities registered pursuant to Section 12 of the Securities Exchange Act of  
1934, as amended (the "Exchange Act"), or subject to the requirements of        
Section 15(d) of the Exchange Act or any company registered as an investment    
company under the Investment Company Act of 1940. Officers serve at the         
discretion of the Board of Directors.                                           

The following table sets forth certain information concerning the directors 
and executive officers of the Company as of the Record Date.                    

                                                                [Download Table]

          Name           Age                Position                  Class
          ----           ---                --------                  -----
                                                                           
Gerard Guez(1)(3).......  44 Chairman of the Board, Chief Executive        
                             Officer and Director                       II 
Todd Kay(3).............  43 Vice Chairman, President and Director      II 
Corazon R. Reyes........  56 Executive Vice President and Secretary     -- 
Karen S. Wasserman......  46 Executive Vice President, General             
                              Merchandising Manager and Director         I 
Scott Briskie(3)........  40 Vice President--Finance, Chief                
                              Financial Officer and Director            II 
Eddy Yuen Tak Yu........  45 Executive Vice President--Sourcing and        
                              General Manager--Tarrant Company             
                              Limited                                   -- 
Barry S. Aved(2)........  56 Director                                    I 
James R. Miller(1)(2)...  58 Director                                    I 
Nicolas Berggruen(1)(2).  38 Director                                    I 

--------                                                                        
(1) Member of the Audit Committee.                                              
(2) Member of the Compensation Committee.                                       
(3) Member of the Executive Committee.                                          

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GERARD GUEZ founded the Company in 1988 and has served as its Chairman of   
the Board and Chief Executive Officer since its inception. Mr. Guez also        
founded Tarrant Company Limited ("Tarrant HK"), the Company's Hong Kong         
subsidiary, in 1985, and he has served as its Chairman and Chief Executive      
Officer since that date. Prior to founding Tarrant HK, Mr. Guez served as the   
President of Sasson Jeans, L.A., Inc., which was a manufacturer and             
distributor of denim apparel under the "Sasson" license.                        

TODD KAY has served as President of the Company from 1988 to September 1999 
and from March 2000 to present, and as Vice Chairman since September 7, 1999.   
Mr. Kay has also served as a director of Tarrant HK since 1986. Prior to        
joining the Company, Mr. Kay was a sales manager for Sasson Jeans, L.A., Inc.   
from 1979 to 1980 and served as President of JAG Beverly Hills, Inc., an        
apparel manufacturer, from 1980 to 1985.                                        

CORAZON R. REYES has served as Secretary since the Company's inception and  
as Executive Vice President since July 1997. Currently she is responsible for   
accounting operations in Mexico. From the Company's inception in 1988 until     
1994, Ms. Reyes served as Controller and a director of the Company, and from    
1994 until July 1997, she served as Chief Operating Officer and as a director.  
Ms. Reyes has also served as a director of Tarrant HK since 1988. Ms. Reyes     
served in various accounting and operations positions at Sasson Jeans, L.A.,    
Inc. and other affiliated garment manufacturing companies from 1980 to 1988.    
Ms. Reyes received a B.S. in Business Administration from the University of     
the East in the Philippines and was a C.P.A. in that country. She is a member   
of the American Management Association.                                         

KAREN S. WASSERMAN joined the Company in 1988, and until 1994, she served as
a Vice President of the Company. In 1994, Ms. Wasserman was named Executive     
Vice President, General Merchandising Manager and a director of the Company.    
In her current position, she directs and manages the Company's design teams     
and merchandisers and is responsible for the Company's research of fashion      
themes and development of product samples. From 1983 to 1988, she was employed  
by Express, an apparel retailer that is a division of The Limited, Inc., where  
she served from 1986 to 1988 as a Vice President and Merchandise Manager. In    
these capacities, she managed the merchandising of shirts, dresses and jackets  
from initial product development through product delivery and sales. Ms.        
Wasserman holds a Bachelor of Fine Arts degree from Syracuse University.        

SCOTT BRISKIE joined the Company as the Vice President--Finance and Chief   
Financial Officer in September 1999 and was elected as a director on March 22,  
2000. From 1996 until joining the Company, Mr. Briskie represented several      
major retail and apparel companies, including The Limited, Inc., on financial   
matters as an independent consultant. From 1992 to 1996, he held several        
executive positions at The Forgotten Woman, including President and Chief       
Executive Officer. During this time, Mr. Briskie managed the company through a  
Chapter XI proceeding and a turnaround. Prior to that, he was Controller at     
several companies, including Escada (USA) Retail Inc. and Movado Watch Corp.    
Mr. Briskie holds a Bachelors Degree in Accounting & Finance from the           
University of Colorado. He is a member of the New York Society of CPA's,        
Colorado Society of CPA's and the American Institute of CPA's.                  

EDDY YUEN TAK YU has served as General Manager and a director of Tarrant HK 
since 1987. He was named Executive Vice President--Sourcing in 1996. Mr. Yuen   
Tak Yu manages the Company's sourcing and manufacturing operations that are     
based in Hong Kong. Prior to joining the Company in 1987, Mr. Yuen Tak Yu       
served as the Sales Manager for Famous Horse Garment Factory, Ltd., a           
manufacturer of woven garments, from 1985 to 1987. Mr. Yuen Tak Yu received a   
Higher Diploma in Textile Technology from Hong Kong Polytechnic University.     

BARRY S. AVED has served as a director of the Company since December 3, 1996
and as President of the Company from September 7, 1999 until March 24, 2000.    
From 1961 until 1986, Mr. Aved held various sales, purchasing and               
merchandising positions in apparel and footwear retailers, including The        
Limited. From 1986 until 1989, Mr. Aved was the President of Brooks Fashion     
Stores and from 1989 until 1991, he was the President of Ormond Stores, Inc.    
From 1991 until 1995, Mr. Aved was the President of Lerner New York, a          
division of The Limited.                                                        

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JAMES R. MILLER has served as a director of the Company since July 29, 1997.
Currently Mr. Miller is Chairman and Chief Executive Officer of Bel-Air         
Entertainment. Before joining Bel-Air Entertainment, he was President of        
Worldwide Theatrical Business Operations for Warner Brothers. He joined Warner  
Brothers in 1979, as Vice President, Studio Business Affairs and held various   
executive positions with Warner Brothers until 1999. Mr. Miller has a Bachelor  
of Arts degree from the Syracuse University College of Arts and Sciences in     
1963 and a JD from St. John's Law School in 1966. After graduating from law     
school, he practiced law with a New York law firm. In 1971, he joined United    
Artists Corporation, and thereafter joined Paramount Pictures and Columbia      
Pictures as Associate General Counsel.                                          

NICOLAS BERGGRUEN is a founder and President of Alpha Investment Management,
Inc. In 1988, Mr. Berggruen co-founded the Alpha Group, an investment           
management firm. Mr. Berggruen is the President of Alpha Investment             
Management, Inc., based in New York and manages in excess of $750 million of    
the Alpha Group's assets. Responsibilities include research and analysis of     
mergers globally, direct investments and business development. Previously, Mr.  
Berggruen was a partner of Jacobson Partners, an industrial buyout firm, after  
working with Bass Enterprises. Mr. Berggruen is a graduate of New York          
University. He has a Bachelor of Science in Finance and International Business  
from New York University in 1981.                                               

Committees of the Board of Directors                                            

The Board of Directors has an Audit Committee, a Compensation Committee and 
an Executive Committee, each of which consists of two or more directors who     
serve at the discretion of the Board of Directors.                              

The Audit Committee is chaired by Mr. Berggruen, and its members are Messrs.
Guez, Berggruen and Miller. The primary purposes of the Audit Committee are     
(i) to review the scope of the audit and all non-audit services to be           
performed by the Company's independent certified public accountants and the     
fees incurred by the Company in connection therewith, (ii) to review the        
results of such audit, including the independent accountants' opinion and       
letter of comment to management and management's response thereto, (iii) to     
review with the Company's independent accountants the Company's internal        
accounting principles, policies and practices and financial reporting, (iv) to  
make recommendations regarding the selection of the Company's independent       
accountants and (v) to review the Company's quarterly and annual financial      
statements prior to public issuance. On March 22, 2000, the Board of Directors  
of the Company, on the recommendation of the Audit Committee, adopted a         
written Audit Committee Charter, a copy of which is attached hereto as          
Appendix "A."                                                                   

The Compensation Committee is chaired by Mr. Miller, and its members are    
Messrs. Aved, Berggruen and Miller. The purposes of the Compensation Committee  
are (i) to review and recommend to the Board of Directors the salaries,         
bonuses and perquisites of the Company's executive officers, (ii) to determine  
the individuals to whom, and the terms upon which, awards under the Company's   
profit sharing plan and Employee Incentive Plan will be granted, (iii) to make  
periodic reports to the Board of Directors as to the status of such plans and   
(iv) to review and recommend to the Board of Directors additional compensation  
plans.                                                                          

The Executive Committee is chaired by Mr. Guez, and its members are Messrs. 
Guez, Kay and Briskie. Subject to the limitations contained in the California   
General Corporation Law, the Executive Committee has been granted all of the    
authority of the Board of Directors. To date, the Executive Committee has (i)   
reviewed all transactions between the Company and any of its affiliates or      
related parties, including its executive officers, directors, the family        
members of those individuals and any of their affiliates, and (ii) reviewed     
the implementation of the Company's vertical integration strategy, geographic   
diversification of sourcing and acquisition strategy.                           

The Board of Directors met four times during fiscal 1999, and the Audit     
Committee, the Executive Committee and the Compensation Committee of the Board  
of Directors met four, one and two times, respectively, during fiscal 1999.     
All of the nominees who were directors of the Company during fiscal 1999        
attended at least 75% of the total number of meetings of the Board of           
Directors and the total number of meetings held by all committees on which      
they served during fiscal 1999.                                                 

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Procedures for Shareholder Nominations                                          

The Board of Directors does not have a standing nominating committee. The   
procedures for nominating directors, other than by the Board of Directors       
itself, are set forth in the Bylaws. Nominations for the election of directors  
may be made by the Board of Directors or any shareholder entitled to vote in    
the election of directors. However, a shareholder may nominate a person for     
election as a director at a meeting only if written notice of such              
shareholder's intent to make such nomination has been given to the Secretary    
of the Company not later than 90 days in advance of such meeting or, if later,  
the seventh day following the first public announcement of the date of such     
meeting. Each such notice shall set forth: (i) the name and address of the      
shareholder who intends to make the nomination and of the person or persons to  
be nominated; (ii) a representation that the shareholder is a holder of record  
of stock of the Company entitled to vote at such meeting and intends to appear  
in person or by proxy at the meeting and nominate the person or persons         
specified in the notice; (iii) a description of all arrangements or             
understandings between the shareholder and each nominee and any other person    
or persons (naming such person or persons) pursuant to which the nomination or  
nominations are to be made by the shareholder; (iv) such other information      
regarding each nominee proposed by such shareholder as would be required to be  
included in a proxy statement filed pursuant to the proxy rules of the SEC,     
had the nominee been nominated, or intended to be nominated, by the Board of    
Directors; and (v) the consent of each nominee to serve as a director of the    
Company if so elected. In addition, the shareholder making such nomination      
shall promptly provide any other information reasonably requested by the        
Company. No person shall be eligible for election as a director of the Company  
unless nominated in accordance with such procedures. The Chairman of any        
meeting of shareholders shall direct that any nomination not made in            
accordance with these procedures be disregarded.                                

Compliance with Reporting Requirements of Section 16                            

Under Section 16(a) of the Exchange Act, the Company's directors, executive 
officers and any person holding ten percent or more of the Common Stock are     
required to report their ownership of Common Stock and any changes in that      
ownership to the SEC and to furnish the Company with copies of such reports.    
Specific due dates for these reports have been established and the Company is   
required to report in this Proxy Statement any failure to file on a timely      
basis by such persons. Based solely upon a review of copies of reports filed    
with the SEC, each person subject to the reporting requirements of Section      
16(a) has filed timely all reports required to be filed in fiscal 1999, except  
as described below. Barry Aved, Mark B. Kristof, Corazon Reyes and Eddy Tak Yu  
Yuen inadvertently failed to file a Form 4 for two, two, one and three          
transactions, respectively, in March 1999. These transactions were later        
reported on Form 5. Scott Briskie and Nicholas Berggruen each inadvertently     
failed to timely file a Form 3 upon becoming an officer and director,           
respectively. No transactions were required to be reported on Mr. Briskie's     
Form 3. Four transactions were required to be reported on Mr. Berggruen's       
Form 3 and these transactions were later reported on Form 5. Gerard Guez        
inadvertently failed to file a Form 4 for five transactions in October 1999.    
These transactions were later reported on Form 5. The Company has implemented   
a program to ensure timely compliance in the future.                            

Director Compensation                                                           

The Company pays to each director who is not employed by the Company $4,000 
per month for attending meetings of the Board of Directors and committees of    
the Board of Directors, and reimburses such person for all expenses incurred    
by him in his capacity as a director of the Company. In addition, the Chairman  
of each committee receives $2,000 per year for such service. The Board of       
Directors may modify such compensation in the future. In addition, each         
director not employed by the Company, upon joining the Board of Directors,      
will receive an option to purchase 20,000 shares of the Common Stock of the     
Company and, thereafter, an option to purchase 4,000 shares of Common Stock on  
the date of each annual meeting at which such person is reelected to serve as   
a director. Such options will have an exercise price equal to the fair market   
value of such shares on the date of grant, become exercisable in four equal     
annual installments commencing on the first anniversary of the grant thereof,   
and expire on the tenth anniversary of the date of grant.                       

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Executive Compensation                                                          

The following table sets forth information concerning all cash and non-cash 
compensation awarded to, earned by or paid by the Company to its executive      
officers (collectively, the "Named Executives") for the years ended December    
31, 1997, 1998 and 1999.                                                        

SUMMARY COMPENSATION TABLE  

                                                        [Enlarge/Download Table]

                                                                                   Long-Term Compensation                  
                                                                    -------------------------------------------------------
                                   Annual Compensation                     Awards                       Payouts            
                      --------------------------------------------- ---------------------   -------------------------------
                                                                               Securities                                  
                                                                    Restricted Underlying                                  
Name and Principal                                 Other Annual       Stock     Options/       LTIP          All Other     
Position              Year Salary ($) Bonus ($) Compensation ($)(1) Awards ($)  SARs (#)    Payouts ($) Compensation ($)(4)
--------------------  ---- ---------- --------- ------------------- ---------- ----------   ----------- -------------------
                                                                                                                           
Gerard Guez,          1999  950,000         --           --             --          --           --           50,000       
Chairman of the       1998  950,000   1,000,000          --             --      666,668(2)       --           50,000       
Board and Chief       1997  700,000     200,000          --             --      100,000(3)       --           50,000       
Executive Officer...                                                                                                       

Todd Kay,             1999  950,000         --           --             --          --           --           50,000       
President and Vice    1998  950,000   1,000,000          --             --      333,332(2)       --           50,000       
Chairman............  1997  700,000     200,000          --             --          --           --           50,000       

Corazon R. Reyes,     1999  180,000         --           --             --          --           --            8,000       
Executive Vice        1998  180,000         --           --             --          --           --           10,000       
President             1997  180,000      16,200          --             --          --           --            9,500       
and Secretary.......                                                                                                       

Karen S. Wasserman,   1999  400,000         --           --             --          --           --            7,500       
Executive Vice        1998  399,692         --           --             --          --           --            7,212       
President and         1997  339,808      60,000          --             --          --           --            7,500       
General                                                                                                                    
Merchandising                                                                                                              
Manager.............                                                                                                       

Eddy Yuen Tak Yu,     1999  191,729     116,129          --             --          --           --            8,849       
Executive Vice        1998  177,738     129,032          --             --          --           --            8,578       
President--           1997  180,001      97,419          --             --          --           --            8,308       
Sourcing and General                                                                                                       
Manager--Tarrant                                                                                                           
Company                                                                                                                    
Limited.............                                                                                                       

Scott Briskie,        1999   57,692         --        50,000            --          --           --            2,000       
Vice President--      1998      --          --           --             --          --           --              --        
Finance               1997      --          --           --             --          --           --              --        
and Chief Financial                                                                                                        
Officer(5)..........                                                                                                       

Barry S. Aved,        1999  167,115         --           --             --          --           --            8,000       
President(6)........  1998      --          --           --             --          --           --              --        
                      1997      --          --           --             --          --           --              --        

-------                                                                         
(1) Certain of the Company's executive officers receive personal benefits in    
addition to salary and cash bonuses, including car allowances. The      
aggregate amount of such personal benefits does not exceed the lesser of
$50,000 or 10% of the total of the annual salary and bonus reported for 
the Named Executives.                                                   

(2) See "ELECTION OF DIRECTORS--Employment Agreements" and "ELECTION OF         
DIRECTORS--Employee Incentive Plan."                                    

(3) Consists of shares issuable pursuant to options granted under the Employee  
Incentive Plan.                                                         

(4) Represents the Company's contribution to defined contriribution plans or,   
in the case of Messrs. Guez and Kay, contributions by the Company to a  
deferred compensation plan.                                             

(5) Mr. Briskie was named Chief Financial Officer as of September 13, 1999.     
  The above reflects compensation and relocation payments from September 13,
1999 through December 31, 1999.                                         

(6) Mr. Aved served as President from September 7, 1999 to March 24, 2000.      

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Employment Agreements                                                           

Pursuant to an employment contract dated as of January 1, 1998 (the "Guez   
Agreement"), Gerard Guez has been employed as the Chairman of the Board and     
Chief Executive Officer of the Company. The Guez Agreement provides that Mr.    
Guez receive an annual salary of $1,000,000 and, subject to specified           
performance targets, an annual bonus of up to $2,000,000 and an option to       
purchase up to 666,668 shares of Common Stock. The Guez Agreement expires on    
December 31, 2002.                                                              

Pursuant to an employment contract dated as of January 1, 1998 (the "Kay    
Agreement"), Todd Kay has been employed as the President of the Company. The    
Kay Agreement provides that Mr. Kay receive an annual salary of $1,000,000      
and, subject to specified performance targets, an annual bonus of up to         
$2,000,000 and an option to purchase up to 333,332 shares of Common Stock. The  
Kay Agreement expires on December 31, 2002.                                     

Incentive Compensation Awards                                                   

Pursuant to their employment agreements, Messrs. Guez and Kay each could    
receive a bonus for the year 2000 under the Employee Incentive Plan of          
$2,000,000 in the event the Company reports a specified amount of pre-tax       
income and each such individual satisfies certain performance-based criteria.   
See "ELECTION OF DIRECTORS--Employment Agreements" and "--Employee Incentive    
Plan."                                                                          

Stock Option Grants                                                             

The following table sets forth certain information concerning the grant of  
stock options during fiscal 1999 to the Named Executives.                       

OPTION/SAR GRANTS IN FISCAL YEAR 1999 

                                                        [Enlarge/Download Table]

                                         Individual Grants                                               
                         --------------------------------------------------                              
                                                                            Potential Realizable Value at
                          Number of     Percent of                          Assumed Annual Rates of Stock
                          Securities  Total Options/                        Price Appreciation for Option
                          Underlying   SARs Granted                                    Term(1)           
                         Options/SARs  to Employees  Exercise or Expiration -----------------------------
          Name             Granted      in FY 1999   Base Price     Date         5%             10%      
          ----           ------------ -------------- ----------- ---------- -----------------------------
                                                                                                         
Barry S. Aved(2)........     2,000          0.5%       $45.50     05/03/09  $      57,330 $       144,690
                           100,000         25.7%       $14.00     09/07/09  $     882,000 $     2,226,000
Scott Briskie...........    36,000          9.2%       $13.31     09/13/09  $     301,871 $       761,864

--------                                                                        
(1) The Potential Realizable Value is the product of (a) the difference         
  between (i) the product of the closing sale price per share at the date of
grant and the sum of (A) 1 plus (B) the assumed rate of appreciation of 
 the Common Stock compounded annually over the term of the option and (ii)
  the per share exercise price of the option and (b) the number of shares of
Common Stock underlying the option at December 31, 1999. These amounts  
represent certain assumed rates of appreciation only. Actual gains, if  
any, on stock option exercises are dependent on a variety of factors,   
  including market conditions and the price performance of the Common Stock.
There can be no assurance that the rate of appreciate presented in this 
table can be achieved.                                                  

(2) These options terminated on March 24, 2000 upon Mr. Aved resigning as       
  President of the Company. He served as President from September 7, 1999 to
March 24, 2000.                                                         

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Option Exercises and Holdings                                                   

The following table sets forth-certain information with respect to the Named
Executives concerning the exercise of options during fiscal 1999 and            
unexercised options held by the Named Executives as of December 31, 1999.       

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1999 
AND FISCAL YEAR-END OPTION VALUES 

                                                        [Enlarge/Download Table]

                                                                          Value of Unexercised   
                                                Number of Unexercised    In-the-Money Options at 
                           Shares                Options at 12/31/99           12/31/99(1)       
                          Acquired    Value   ------------------------- -------------------------
          Name           On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
          ----           ----------- -------- ----------- ------------- ----------- -------------
                                                                                                 
Gerard Guez.............      --          --    433,334      333,334     $288,000      $     0   

Todd Kay................      --          --    266,666      166,666     $288,000      $     0   

Corazon Reyes...........   66,388    $723,765    48,612       10,000     $226,879      $28,800   

Karen Wasserman.........   20,000    $396,200    55,000          --      $282,150          --    

Scott Briskie...........      --          --        --        36,000          --       $     0   

Eddy Yuen Tak Yu........   20,000    $706,300    81,500       15,000     $547,695      $43,200   

Barry Aved..............    7,000    $184,830     5,000      112,000     $ 11,300      $13,560   

--------                                                                        
(1) The value of unexercised "in-the-money" options is the difference between   
the closing sale price of the Common Stock on December 31, 1999 ($9.625 
 per share) and the exercise price of the option, multiplied by the number
of shares subject to the option.                                        

Employee Incentive Plan                                                         

General                                                                         

In May 1995, the Company and its shareholders adopted the 1995 Stock Option 
Plan. In May 1997, the shareholders approved an amendment and restatement of    
that plan, and it was renamed the Tarrant Apparel Group Employee Incentive      
Plan (the "Employee Incentive Plan"). In April 1999, the shareholders approved  
an amendment of the Employee Incentive Plan increasing from 2,600,000 to        
3,600,000 the number of shares of the Company's Common Stock which may be       
subject to awards granted pursuant thereto. The Employee Incentive Plan         
currently provides for the issuance of incentive stock options within the       
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the    
"Code"), non-qualified stock options, stock appreciation rights, restricted     
stock and other performance-based benefits. The purpose of the Employee         
Incentive Plan is to enable the Company to attract, retain and motivate         
officers, directors, employees and independent contractors by providing for     
performance-based benefits.                                                     

Option Exercises and Holdings                                                   

As of March 1, 2000 there were 1,868,862 shares of the Company's Common     
Stock subject to outstanding options, 733,713 shares (subject to adjustment to  
prevent dilution) available for awards and eight directors and executive        
officers and approximately 4,366 employees and consultants eligible to          
participate in the Employee Incentive Plan. For information concerning the      
grant of stock options during fiscal 1999 to the Named Executives, the          
exercise of stock options during fiscal 1999 by the Named Executives and        
unexercised stock options held by the Named Executives as of December 31,       
1999, see "ELECTION OF DIRECTORS--Stock Option Grants" and "ELECTION OF         
DIRECTORS--Option Exercises and Holdings."                                      

Description of the Plan                                                         

Administration. The Employee Incentive Plan is administered by the          
Compensation Committee of the Board of Directors. The Committee has the power   
to construe and interpret the Employee Incentive Plan and,                      

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subject to provisions of the Employee Incentive Plan, to determine the persons  
to whom and the dates on which awards will be granted, the number of shares to  
be subject to each award, the times during the term of each award within which  
all or a portion of such award may be exercised, the exercise price, the type   
of consideration and other terms and conditions of such award. The Committee    
shall be composed solely of individuals who are "outside directors" within the  
meaning of Section 162(m)(4)(C) of the Code.                                    

Eligibility. Incentive stock options may be granted under the Employee      
Incentive Plan only to employees (including directors if they are also          
employees) of the Company and its subsidiaries. Employees, directors and        
independent contractors are eligible to receive nonstatutory (non-qualified)    
stock options, stock appreciation rights, restricted awards, performance        
awards and other awards under the Employee Incentive Plan.                      

No incentive stock option may be granted under the Employee Incentive Plan  
to any person who, at the time of the grant, owns (or is deemed to own) stock   
possessing more than 10% of the total combined voting power of the Company or   
any subsidiary of the Company, unless the option exercise price is at least     
110% of the fair market value of the stock subject to the option on the date    
of the grant and the term of the option does not exceed five years from the     
date of the grant. In addition, the aggregate fair market value, determined at  
the time of the grant, of the shares of Common Stock with respect to which      
incentive stock options are exercisable for the first time by an optionee       
during any calendar year (under all such plans of the Company and its           
subsidiaries) may not exceed $100,000. As a result of enactment of Section      
162(m) of the Code, and to provide the Compensation Committee flexibility in    
structuring awards, the Employee Incentive Plan states that in the case of      
stock options and stock appreciation rights, no person may receive in any year  
a stock option to purchase more than 100,000 shares or a stock appreciation     
right measured by more than 100,000 shares.                                     

If awards granted under the Employee Incentive Plan expire, are canceled or 
otherwise terminate without being exercised, the Common Stock not purchased     
pursuant to the award again becomes available for issuance under the Employee   
Incentive Plan.                                                                 

Terms of Awards. The following is a description of the types of grants and  
awards and the permissible terms under the Employee Incentive Plan. Individual  
awards may be more restrictive as to any or all of the permissible terms        
described below.                                                                

Stock options may be granted as "incentive stock options" within the meaning
of Section 422 of the Code or nonstatutory (non-qualified) stock options.       

Stock appreciation rights ("SARs") may be granted specifying a period of    
time for which increases in share price shall be measured, with the grantee     
eligible to receive stock or cash at the end of the period based upon           
increases in the share price.                                                   

Restricted awards may be granted specifying a period of time (the           
"Restriction Period") applicable to the award, which shall be not less than     
three (3) years, but may be more than that and may vary at the discretion of    
the Committee. Common Stock awarded pursuant to a restricted stock award shall  
entitle the holder to enjoy all the shareholder rights during the restriction   
period except that certain limitations with respect to dividend distributions   
and disposition of the stock shall apply.                                       

Performance awards may be granted specifying a number of performance shares 
to be credited to an account on behalf of the recipient, each share of which    
is deemed to be the equivalent of one share of Common Stock of the Company.     
These awards shall be subject to both time and Company performance objectives   
that are specified at the time of the award at the discretion of the            
Committee. The value of a performance share in a holder's account at the time   
of award or the time of payment shall be the fair market value at any time of   
a share of the Common Stock of the Company.                                     

Other awards may be granted under the Employee Incentive Plan that are not  
in the categories discussed above because the Employee Incentive Plan provides  
the Compensation Committee flexibility in designing compensation programs.      

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Exercise Price; Payment. The exercise of stock options under the Employee   
Incentive Plan may not be less than the fair market value of the Common Stock   
subject to the option on the date of the option grant and in some cases as      
described above may not be less than 110% of fair market value. Similarly,      
SARs are based upon the fair market value of a share of Common Stock on the     
date of the grant compared with the fair market value of a share at the end of  
the measuring period. The sole basis for compensation under these awards is an  
increase in the stock's fair market value.                                      

Restricted stock awards are payable in stock upon satisfaction of the       
restrictions imposed with respect to the award. The Compensation Committee has  
the discretion to pay other awards in cash, in shares of Common Stock, or a     
combination of both.                                                            

Performance Goals. The Employee Incentive Plan is structured so that the    
Compensation Committee may make awards that qualify as "performance-based       
compensation" within the meaning of Section 162(m) of the Code, as that         
section was enacted in 1993. However, the Employee Incentive Plan is flexible   
so that the Compensation Committee also has the discretion to make awards that  
are not described in that section. Section 162(m) provides a limit of           
$1,000,000 on deductions for compensation paid to certain corporate executives  
on a year-by-year basis. However, "performance-based compensation" is excluded  
from that limitation. Whether any particular award under the Employee           
Incentive Plan will qualify as "performance-based compensation" will depend     
upon the terms of the award and compliance with certain other procedural        
requirements under Section 162(m). The Compensation Committee will take into    
account the overall tax and business objectives of the Company in structuring   
awards under the Employee Incentive Plan.                                       

Term. The maximum term of the Employee Incentive Plan is ten years, except  
that the Board of Directors may terminate the Employee Incentive Plan earlier.  
The term of each individual award will depend upon the written agreement        
between the Company and the grantee setting forth the terms of the awards. In   
certain circumstances, an award may remain outstanding for a period that        
extends beyond the term of the Employee Incentive Plan or the period of the     
grantee's employment.                                                           

Adjustments. If there is any change in the stock subject to the Employee    
Incentive Plan or subject to any award made under the Employee Incentive Plan   
(through merger, consolidation, reorganization, recapitalization, stock         
dividend, dividend in kind, stock split, liquidating dividend, combination or   
exchange of shares, change in corporate structure or otherwise), the Employee   
Incentive Plan and shares outstanding thereunder will be appropriately          
adjusted as to the class and the maximum number of shares subject to the        
Employee Incentive Plan and the class, number of shares and price per share of  
stock subject to such outstanding options as determined by the Compensation     
Committee to be fair and equitable to the holders, the Company and the          
shareholders. In addition, the Compensation Committee may also make             
adjustments in the number of shares covered by, and the price or other value    
of any outstanding awards under the Employee Incentive Plan in the event of a   
spin-off or other distribution (other than normal cash dividends) of Company    
assets to shareholders.                                                         

Amendment. The Board of Directors may amend the Employee Incentive Plan at  
any time and from time to time without shareholder approval, except that an     
amendment may not, without shareholder approval: (i) increase the number of     
shares authorized for issuance under the Employee Incentive Plan except as a    
result of an adjustment; (ii) materially modify the requirements as to          
eligibility for participation in the Employee Incentive Plan; or (iii)          
materially increase the benefits accruing to participants under the Employee    
Incentive Plan.                                                                 

Restrictions on Transfer. Under the Employee Incentive Plan, no award shall 
be transferable by a holder other than by laws of descent and distribution.     
Option rights shall be exercisable during the holder's lifetime only by the     
holder or by his guardian or legal representative.                              

Employee Benefit Plans                                                          

In 1994, the Company adopted a Profit Sharing 401(k) Plan (the "Profit      
Sharing Plan") which is intended to be qualified under Section 401(k) of the    
Internal Revenue Code of 1986, as amended. To be eligible, an                   

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employee must have been employed by the Company for at least one year. The      
Profit Sharing Plan permits employees who have completed one year of service    
to defer from 1% to 15% of their annual compensation into the Profit Sharing    
Plan. Additional annual contributions may be made at the discretion of the      
Company, and a 50% (100% effective July 1, 1995) matching contribution may be   
made by the Company up to a maximum of 6% (5% effective July 1, 1995) of a      
participating employee's annual compensation. Contributions made by the         
Company vest according to a schedule set forth in the Profit Sharing Plan.      

In 1992, Tarrant HK adopted a National Mutual Central Provident Fund (the   
"Provident Fund") which has been approved under Section 87A of the Inland       
Revenue Ordinance by the Inland Revenue Department of Hong Kong. To be          
eligible, an employee must have been employed by Tarrant HK for at least one    
year. The Provident Fund permits employees who have completed one year of       
service to defer 5% of their annual compensation into the Provident Fund.       
Annual matching contributions are made by Tarrant HK. Contributions made by     
Tarrant HK vest according to a schedule set forth in the Provident Fund.        

Compensation Committee Interlocks and Insider Participation                     

None of the members of the Compensation Committee is or has been an officer 
or employee of the Company or its subsidiaries.                                 

Report of the Compensation Committee of the Board of Directors                  

The Report of the Compensation Committee of the Board of Directors shall not
be deemed filed under the Securities Act of 1993 (the "Securities Act") or      
under the Securities Exchange Act of 1934 (the "Exchange Act").                 

REPORT OF THE COMPENSATION COMMITTEE  

Since its inception, the Company has maintained the philosophy that         
executive compensation should be competitive with that provided by other        
companies in the women's apparel industry to assist the Company in attracting   
and retaining qualified executives critical to the Company's long-term          
success.                                                                        

Effective as of January 1, 1998, the Committee approved, and the Company    
entered into, employment agreements with Gerard Guez, the Chairman of the       
Board and Chief Executive Officer of the Company, and Todd Kay, the Vice        
Chairman and President of the Company, in order to be assured of their          
continued services and their experience, knowledge and abilities which have     
been largely responsible for the Company's success to date. In determining the  
salaries and the perquisites provided in such arrangements, this Committee      
considered, among other things, (i) the net sales and net income history of     
the Company, (ii) the estimated near and intermediate term results of           
operations of the Company, (iii) the position of the Company in its industry,   
(iv) the expertise of these individuals, (v) the current sales, net income,     
growth and capital structure of the Company and comparable companies, (vi)      
salaries and perquisites of executives of comparable companies, (vii) the       
terms of such employment agreements, including, but not limited to, the         
performance requirements for payment of bonuses and vesting of options, and     
(viii) the role of such individuals in developing and implementing the          
Company's vertical integration strategy, geographical diversification of        
sourcing and acquisition strategy and increasing the Company's net sales and    
net income in a difficult retail environment.                                   

The Committee believes that compensation arrangements based upon the        
performance of the Company's Common Stock or the operating results of the       
Company provide valuable incentives for executive officers to further enhance   
the Company's results of operations and, indirectly, the price of the           
Company's Common Stock. In support of these objectives, their employment        
agreements provide that Messrs. Guez and Kay (i) be granted as of October 13,   
1998 options to purchase 666,668 shares and 333,332 shares, respectively, of    
the Company's Common Stock at $13.50 per share, the closing sales price of the  
Common Stock on the date of grant, and (ii) each be eligible to receive an      
annual bonus pursuant to the Employee Incentive Plan of up to $2,000,000.       

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Such options have become exercisable. Such bonuses will be payable, only if     
the Company reports a specified amount of pretax income. No such bonus was      
payable for fiscal 1999.                                                        

The Company did not pay any bonus to any Named Executives for 1999 other    
than $116, 129 to Eddy Yuen Tak Yu, Executive Vice President, based in Hong     
Kong.                                                                           

Executive officers are permitted to participate in the benefit plans        
provided to employees generally, and certain executive officers are provided    
long-term disability insurance, reimbursement of tax and accounting fees and    
automobile allowances. The incremental cost to the Company of these benefits    
provided to the Named Executives was not material in fiscal 1999.               

Dated: March 22, 2000                     THE COMPENSATION COMMITTEE            

                                         James R. Miller, Chairman
                             Barry S. Aved

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Performance Graph                                                               

The following graph compares the yearly percentage change in the Company's  
cumulative total shareholder return on Common Stock with (i) the cumulative     
total return of the NASDAQ market index and (ii) the cumulative total return    
of companies with the standard industrial classification (SIC) code 5137 over   
the period from July 25, 1995 through December 31, 1999. The component          
entities of SIC Code 5137 were generated by Media General Financial Service,    
Inc. All the entities in SIC Code 5137 were incorporated into the peer group.   
The graph assumes an initial investment of $100 on July 25, 1995 and the        
reinvestment of dividends through December 31, 1999. The graph is not           
necessarily indicative of future price performance.                             

The graph shall not be deemed incorporated by reference by any general      
statement incorporating by reference this Proxy Statement into any filing       
under the Securities Act or under the Exchange Act, except to the extent that   
the Company specifically incorporates this information by reference, and shall  
not otherwise be deemed filed under such Acts.                                  

[PERFORMANCE GRAPH] 

                                                                [Download Table]

Measurement Period           TARRANT APPAREL   PEER          NASDAQ STOCK 
(Fiscal Year Covered)        GROUP             GROUP         MARKET (U.S.)
---------------------        ---------------   -------       -------------
                                                                          
Measurement Pt- 7/25/95      $100.00           $100.00       $100.00      
FYE    12/95                 $ 80.56           $114.07       $106.69      
FYE    12/96                 $141.67           $ 42.77       $131.26      
FYE    12/97                 $173.61           $ 31.36       $160.84      
FYE    12/98                 $883.33           $ 17.68       $226.64      
FYE    12/99                 $213.89           $ 15.74       $409.45      

Certain Relationships and Related Transactions                                  

The Company leases its principal offices located in Los Angeles, California 
and office space in Hong Kong from corporations owned by Messrs. Guez and Kay.  
The Company believes the rents on these properties are comparable to            
prevailing market rents.                                                        

In 1998, a California limited liability company owned by Messrs. Guez and   
Kay purchased 2,390,000 shares of the Common Stock of Tag-It Pacific, Inc.      
("Tag-It") (or approximately 37% of such Common Stock then outstanding). Tag-   
It is a provider of brand identity programs to manufacturers and retailers of   
apparel and accessories. On December 1, 1998, Tag-It assumed the                
responsibility for managing and sourcing all trim and                           

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packaging used in connection with products manufactured by or on behalf of the  
Company in Mexico. The Company transferred $3.0 million of trim inventory to    
Tag-It in December 1998. This arrangement is terminable by either the Company   
or Tag-It at any time. The Company believes that the terms of this              
arrangement, which is subject to the acceptance of the Company's customers,     
are no less favorable to the Company than could be obtained from unaffiliated   
third parties.                                                                  

On April 1, 1999, the Company purchased a denim mill located in Puebla,     
Mexico from a corporation controlled by Kamel Nacif. The purchase price         
included 1,724,000 shares of the Company's Common Stock or approximately 10.8%  
of the Common Stock issued and outstanding immediately after such transaction.  
The Company also has contracted to purchase a turn-key facility being           
constructed in Puebla, Mexico by a corporation controlled by Mr. Nacif, which   
facility will include a twill mill. The purchase price of this facility will    
be the capitalizable cost of construction and equipment installed by the        
seller (exclusive of any operating expenses), plus $28 million, payable on the  
third anniversary of the purchase. It is anticipated that the Company will      
take possession of this facility during the year 2000.                          

The Company has adopted a policy that future transactions between the       
Company and any of its affiliates or related parties, including its executive   
officers, directors, the family members of those individuals and any of their   
affiliates, must (i) be approved by a majority of the members of the Board of   
Directors and by a majority of the disinterested members of the Board of        
Directors and (ii) be on terms no less favorable to the Company than could be   
obtained from unaffiliated third parties.                                       

From time to time during fiscal 1999, the Company leased an airplane from   
477 Aviation LLC for the purpose of transporting employees of the Company. 477  
Aviation LLC is wholly owned by Gerard Guez. In connection with such lease the  
Company paid $327,520 to 477 Aviation LLC.                                      

Limitation on Liability and Indemnification                                     

The Restated Articles of Incorporation of the Company limits the liability  
of the Company's directors for monetary damages arising from a breach of their  
fiduciary duties to the Company and its shareholders, except to the extent      
otherwise required by the California General Corporation Law. Such limitation   
of liability does not affect the availability of equitable remedies such as     
injunctive relief or rescission.                                                

The Company's Restated Bylaws provides that the Company shall indemnify its 
directors and officers to the fullest extent permitted by applicable law,       
including circumstances in which indemnification is otherwise discretionary.    
Such provisions may require the Company, among other things, (i) to indemnify   
its officers and directors against certain liabilities that may arise by        
reason of their status or service as directors or officers provided such        
persons acted in good faith and in a manner reasonably believed to be in the    
best interests of the Company and, with respect to any criminal action, had no  
cause to believe their conduct was unlawful, (ii) to advance the expenses       
actually and reasonably incurred by its officers and directors as a result of   
any proceeding against them as to which they could be indemnified and (iii) to  
obtain directors' and officers' insurance if available on reasonable terms.     
There is no action or proceeding pending or, to the knowledge of the Company,   
threatened which may result in a claim for indemnification by any director,     
officer, employee or agent of the Company.                                      

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD OF 
DIRECTORS' NOMINEES.                                                            

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PROPOSAL 2  

RATIFICATION OF 2000 EMPLOYEE INCENTIVE AWARDS  

Effective as of January 1, 1998, the Compensation Committee approved, and   
the Company entered into, employment agreements with, Messrs. Guez and Kay,     
under which they each could receive an annual bonus pursuant to the Employee    
Incentive Plan of up to $2,000,000 in the event the Company reports a           
specified amount of pretax income. For a description of such employment         
agreements and the Employee Incentive Plan, see "ELECTION OF DIRECTORS--        
Employment Agreements" and "ELECTION OF DIRECTORS--Employee Incentive Plan."    

The Shareholders will be asked at the Meeting to consider and act upon a    
proposal to ratify the grant of such bonuses for the year 2000, payable only    
if the Company reports a specified amount of pretax income. The proposal to     
ratify the grant of bonuses for the year 2000 requires the affirmative vote of  
a majority of shares of Common Stock represented and entitled to vote at the    
Meeting.                                                                        

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF 2000     
EMPLOYEE INCENTIVE AWARDS.                                                      

PROPOSAL 3  

RATIFICATION OF THE APPOINTMENT OF  
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS  

The Board of Directors has appointed Ernst & Young LLP as the Company's     
independent certified public accountants for the fiscal year ending December    
31, 2000. Ernst & Young LLP was retained effective December 29, 1995 for the    
examination of the consolidated financial statements of the Company for the     
fiscal year ended December 31, 1995. All professional services rendered by      
Ernst & Young LLP during fiscal 1999 were furnished at customary rates and      
terms. Representatives of Ernst & Young LLP will be invited to be present at    
the Meeting, will have the opportunity to make a statement if they desire to    
do so and will be available to respond to appropriate questions from            
shareholders.                                                                   

Shareholders are being asked to ratify the appointment of Ernst & Young LLP 
as the Company's independent public accountants for the fiscal year ending      
December 31, 2000. Ratification of the proposal requires the affirmative vote   
of a majority of the shares of Common Stock represented and voting at the       
Meeting.                                                                        

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE      
APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC            
ACCOUNTANTS OF THE COMPANY.                                                     

PROPOSALS OF SHAREHOLDERS 

Under certain circumstances, shareholders are entitled to present proposals 
at shareholder meetings. Any such proposal to be included in the proxy          
statement for the Company's 2001 annual meeting of shareholders must be         
submitted by a shareholder prior to December 13, 2000, in a form that complies  
with applicable regulations. Recently, the SEC amended its rule governing a     
company's ability to use discretionary proxy authority with respect to          
shareholder proposals which were not submitted by the shareholders in time to   
be included in the proxy statement. As a result of that rule change, in the     
event a shareholder proposal is not submitted to the Company prior to February  
25, 2001, the proxies solicited by the Board of Directors for the 2001 annual   
meeting of shareholders will confer authority on the holders of the proxy to    
vote the shares in accordance with their best judgment and discretion if the    
proposal is presented at the 2001 annual meeting of shareholders without any    
discussion of the proposal in the proxy statement for such meeting.             

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ANNUAL REPORT 

The Company's Annual Report of the fiscal year ended December 31, 1999      
accompanies or has preceded this Proxy Statement. The Annual Report contains    
consolidated financial statements of the Company and its subsidiaries and the   
report thereon of Ernst & Young LLP, the Company's independent auditors.        

SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS REQUIRED TO BE FILED WITH THE SEC  
PURSUANT TO THE EXCHANGE ACT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, BY    
WRITING TO THE COMPANY AT 3151 EAST WASHINGTON BOULEVARD, LOS ANGELES,          
CALIFORNIA 90023, ATTENTION: SCOTT BRISKIE.                                     

OTHER BUSINESS  

Management knows of no business which will be presented for consideration at
the Meeting other than as stated in the Notice of Meeting. If, however, other   
matters are properly brought before the Meeting, it is the intention of the     
Proxyholders to vote the shares represented by the Proxies on such matters in   
accordance with the recommendation of the Board of Directors and authority to   
do so is included in the Proxy.                                                 

                                       By Order of the Board of Directors,

                         TARRANT APPAREL GROUP

                   /s/ Gerard Guez
                Gerard Guez,
                             Chairman of the Board and
                           Chief Executive Officer

Dated: April 10, 2000                                                           
Los Angeles, California                                                         

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APPENDIX A  

AUDIT COMMITTEE CHARTER 

The Audit Committee is appointed by the Board to assist the Board in        
monitoring (1) the integrity of the financial statements of the Company, (2)    
the compliance by the Company with legal and regulatory requirements and (3)    
the independence and performance of the Company's internal and external         
auditors.                                                                       

The members of the Audit Committee shall meet the independence and          
experience requirements of the Nasdaq Stock Market, Inc. The members of the     
Audit Committee shall be appointed by the Board.                                

The Audit Committee shall have the authority to retain special legal,       
accounting or other consultants to advise the Committee. The Audit Committee    
may request any officer or employee of the Company or the Company's outside     
counsel or independent auditor to attend a meeting of the Committee or to meet  
with any members of, or consultants to, the Committee.                          

The Audit Committee shall make regular reports to the Board.                

The Audit Committee shall:                                                      

1.  Review and reassess the adequacy of this Charter annually and recommend     
any proposed changes to the Board for approval.                         

2.  Review the annual audited financial statements with management, including   
  major issues regarding accounting and auditing principles and practices as
 well as the adequacy of internal controls that could significantly affect
the Company's financial statements.                                     

3.  Review an analysis prepared by management and the independent auditor of    
significant financial reporting issues and judgments made in connection 
with the preparation of the Company's financial statements.             

4.  Review with management and the independent auditor the Company's quarterly  
financial statements prior to the filing of its Form 10-Q.              

5.  Meet periodically with management to review the Company's major financial   
risk exposures and the steps management has taken to monitor and control
such exposures.                                                         

6.  Review major changes to the Company's auditing and accounting principles    
and practices as suggested by the independent auditor, internal auditors
or management.                                                          

7.  Recommend to the Board the appointment of the independent auditor, which    
firm is ultimately accountable to the Audit Committee and the Board.    

8.  Approve the fees to be paid to the independent auditor.                     

9.  Receive periodic reports from the independent auditor regarding the         
auditor's independence consistent with Independence Standards Board     
  Standard 1, discuss such reports with the auditor and, if so determined by
the Audit Committee, take or recommend that the Board take appropriate  
action to oversee the independence of the auditor.                      

10. Evaluate together with the Board the performance of the independent         
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the independent auditor.                                  

11. Review the appointment and replacement of the senior internal auditing      
executive, if any.                                                      

12. Review any significant reports to management prepared by the internal       
auditing department, if any, and management's responses.                

13. Meet with the independent auditor prior to the audit to review the          
planning and staffing of the audit.                                     

14. Obtain from the independent auditor assurance that Section 10A of the       
Securities Exchange Act of 1934 has not been implicated.                

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15. Obtain reports from management, the Company's senior internal auditing      
executive, if any, and the independent auditor that the Company's       
subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements and the Company's code of conduct.                   

16. Discuss with the independent auditor the matters required to be discussed   
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.                                                                  

17. Review with the independent auditor any problems or difficulties the        
auditor may have encountered and any management letter provided by the  
auditor and the Company's response to that letter. Such review should   
include:                                                                

18. Supervise preparation of the report required by the rules of the            
 Securities and Exchange Commission to be included in the Company's annual
proxy statement.                                                        

a. Any difficulties encountered in the course of the audit work, including  
any restrictions on the scope of activities or access to required     
information.                                                          

b. Any changes required in the planned scope of the audit.                  

c. The responsibilities, budget and staffing of the internal audit          
department, if any.                                                   

19. Advise the Board from time to time with respect to the Company's policies   
and procedures regarding compliance with applicable laws and regulations
and with the Company's code of conduct.                                 

20. Meet with the Company's legal counsel to review legal matters that may      
have a material impact on the financial statements, the Company's       
compliance policies and any material reports or inquiries received from 
regulators or governmental agencies.                                    

21. Meet at least annually with the Chief Financial Officer, the senior         
internal auditing executive, if any, and the independent auditor in     
separate executive sessions.                                            

While the Audit Committee has the responsibilities and powers set forth in  
this Charter, it is not the duty of the Audit Committee to plan or conduct      
audits or to determine that the Company's financial statements are complete     
and accurate and are in accordance with generally accepted accounting           
principles. This is the responsibility of management and the independent        
auditor. Nor is it the duty of the Audit Committee to conduct investigations,   
to resolve disagreements, if any, between management and the independent        
auditor or to assure compliance with laws and regulations and the Company's     
code of conduct.                                                                

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                                                        [Enlarge/Download Table]

                                                                                                                                    
REVOCABLE PROXY                                        TARRANT APPAREL GROUP                                     REVOCABLE PROXY    
                                           Annual Meeting of Shareholders, May 8, 2000                                              
                                        THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS                                           

      The undersigned shareholder(s) of Tarrant Apparel Group (the "Company") hereby nominates, constitutes and appoints Gerald Guez
and Todd Kay, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock
of the Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company (the "Meeting") to be 
held at 3151 East Washington Boulevard, Los Angeles, California 90023, on Monday, May 8, 2000 at 10:00 a.m., and any adjournment    
thereof, as fully and with the same force and effect as the undersigned might or could do if personally thereat, as follows:        

1.  ELECTION OF DIRECTORS.                                                                                                          
                   [_]  For all nominees listed below (except as             [_]  WITHHOLD AUTHORITY to vote for all nominees       
                        marked to the contrary below)                             listed below                                      
                                       Gerald Guez      Todd Kay           Scott Briskie                                            

    INSTRUCTIONS:  To withhold authority to vote for any one or more nominees whose name appears above, write that nominee's or     
                   nominee's name(s) in the space provided below)                                                                   

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

2.  RATIFICATION OF 2000 EMPLOYEE INCENTIVE AWARDS.  To ratify the grant of 2000 awards to certain executive officers pursuant to   
    the Employee Incentive Plan, payable only if the Company reports a specified amount of pretax income.                           

                                    FOR  [_]           AGAINST  [_]          ABSTAIN  [_]                                           

3.  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. To ratify the appointment of Ernst & Young LLP as the Company's            
    independent auditors for the year ending December 31, 2000.                                                                     

                                    FOR  [_]           AGAINST  [_]          ABSTAIN  [_]                                           

4.  OTHER BUSINESS. In their discretion, the proxyholders are authorized to transfer such other business as properly may come       
    before the Meeting and any adjournment or adjournments thereof.                                                                 

                                    FOR  [_]           AGAINST  [_]          ABSTAIN  [_]                                           

                                                                                       (Continued and to be signed on reverse side.)

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE      
NOMINEES LISTED ABOVE, "FOR" THE RATIFICATION OF 2000 EMPLOYEE INCENTIVE AWARDS,
AND "FOR" THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT    
AUDITORS.  IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL  
BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF A        
MAJORITY OF THE BOARD OF DIRECTORS.                                             

The undersigned hereby ratifies and confirms all that said attorneys and        
proxyholders, or either of them, or their substitutes, shall lawfully do or     
cause to be done by virtue hereof, and hereby revoke any and all proxies        
heretofore given by the undersigned to vote at the Meeting.  The undersigned    
hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy       
Statements accompanying said notion.                                            

I (We) do [_] do not [_] expect to attend the Meeting.                          

Date:           
                                    -----------------    ---------------------
                                                          (Number of Shares)

                                    ------------------------------------------
       (Signature)

                                    ------------------------------------------
                       (Signature if held jointly)

                                    (Please date this Proxy and sign your name
                                     as it appears on your stock certificate(s).
                                   Executors, administrators, trustees, etc.
                                  should give their full titles. All joint
              owners should sign.)

This Proxy will be voted "FOR" the election of all nominees whose names appear  
above unless authority to do so is withheld. Unless "AGAINST" or "ABSTAIN" is   
indicated on the reverse hereof, this Proxy will be voted "FOR" the ratification
of 2000 employee incentive awards and "FOR" the ratification of the appointment 
of Ernst & Young LLP as the Company's independent auditors. PLEASE SIGN, DATE   
AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID ENVELOPE   
PROVIDED.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	7/1/95	15
	7/25/95	17
	12/29/95	19
	12/31/95	19
	12/3/96	7
	7/29/97	8
	12/31/97	10		10-K405
	1/1/98	11	19
	10/13/98	15
	12/1/98	17
	12/31/98	10		10-K405, 10-K405/A
	4/1/99	18
	9/7/99	7	11
	9/13/99	10		SC 13G
	12/14/99	4
	12/31/99	10	20	10-K405/A, 5, 10-K405
	3/1/00	12
	3/22/00	7	16
	3/24/00	7	11
	4/10/00	2	20
	4/12/00	2	3
Filed On / Filed As Of	4/18/00
For The Period Ended	5/8/00	2	23
	6/11/00	5
	12/13/00	19
	12/31/00	2	23	10-K405, 5
	2/25/01	19
	12/31/02	11		5/A, 5, 10-K/A, 10-K, 8-K

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Tarrant Apparel Group · DEF 14A · For 5/8/00

Filed On 4/18/00 4:41pm ET · SEC File 0-26430 · Accession Number 898430-0-1304

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
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