UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
INNOVO GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
457954600
(CUSIP Number)
Samuel J. Furrow, Jr.
Innovo Group, Inc.
5804 East Slauson Avenue
Commerce, California 90040
(323) 725-5516
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 2004
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
COMMERCE INVESTMENT GROUP, LLC
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
California
7 Sole Voting Power
Number of 1,837,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,837,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,837,500
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
6.30%
14 Type of Reporting Person (See Instructions)
OO
Page 2 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
AZTECA PRODUCTION INTERNATIONAL, INC.
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
California
7 Sole Voting Power
Number of 3,825,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,825,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,825,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
13.12%
14 Type of Reporting Person (See Instructions)
OO
Page 3 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
HUBERT GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 2,656,828
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,656,828
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,656,828
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
9.11%
14 Type of Reporting Person (See Instructions)
IN
Page 4 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PAUL GUEZ
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 4,765,286
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,765,286
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,765,286
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
16.34%
14 Type of Reporting Person (See Instructions)
IN
Pages 5 of 10 Pages
This Amendment No. 5 to Schedule 13D relates to shares of
Common Stock, par value $0.10 per share (the "Shares") of Innovo
Group, Inc. (the "Issuer"). This Amendment No. 5 supplementally
amends the initial statement on Schedule 13D, dated November 30,
2000 (the "Initial Statement") and Amendment No. 1 to Schedule
13D, dated July 11, 2003 and filed on October 29, 2003
("Amendment No. 1"), Amendment No. 2 to Schedule 13D, dated
September 18, 2003 and filed on December 18, 2003, ("Amendment
No. 2"), Amendment No. 3 to Schedule 13D, dated September 18,
2003 and filed on January 20, 2004 ("Amendment No. 3") and
Amendment No. 4 to Schedule 13D, dated March 5, 2004 and filed on
March 9, 2004 filed by the Reporting Persons (as defined herein).
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Commerce Investment Group, LLC ("Commerce");
ii) Azteca Production International, Inc. ("Azteca")
iii) Mr. Hubert Guez ("Mr. Hubert Guez"); and
iv) Mr. Paul Guez ("Mr. Paul Guez").
This Statement relates to the Shares held for the accounts
of Commerce, Azteca, S.H.D. Investments, LLC, a California
limited liability company ("SHD"), Integrated Apparel Resources,
LLC, a California limited liability company ("Integrated"), and
Mr. Hubert Guez.
Item 5. Interest in Securities of the Issuer.
On April 2, 2004, Mr. Paul Guez, on behalf of Commerce,
commenced a series of certain sales of Shares of stock of the
Issuer. The sale of these Shares resulted in the change in more
than 1% of the Shares held by Commerce prior to the commencement
of the sales. As a result of these sales and in order to comply
with the Securities Exchange Act of 1934, as amended, the
Reporting Persons wish to reflect these changes herein.
Furthermore, it has come to the attention of the Reporting
Persons that there were certain inaccuracies reported in
Amendment No. 4. Specifically, the Reporting Persons wish to
clarify which person exercises sole voting and investment control
over certain Shares which have been issued in separate
certificates for voting and investment control purposes and held
in separate accounts for the account of Commerce and Azteca by
Mr. Hubert Guez and Mr. Paul Guez, respectively.
As a result, the text of Item 5 of Amendment No. 4 is
deleted in its entirety and is replaced with the following:
The Reporting Persons have been informed by the Issuer
that there were 29,161,350 Shares outstanding as of April 26,
2004.
(a) (i) Commerce may be deemed the beneficial owner
of 1,837,500 Shares (approximately 6.30% of the total number of
Shares outstanding assuming the exercise of warrants held for its
account). This number consists of A) 1,537,500 Shares held for
its account, and B) 300,000 Shares issuable upon the exercise of
warrants held for its account. Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of the
following Shares on behalf of Commerce: A) 707,928 Shares held
for the account of Commerce and B) 300,000 Shares issuable upon
the exercise of warrants held for the account of Commerce. Mr.
Paul Guez may be deemed to have the sole power to direct the
voting and disposition of the following Shares on behalf of
Commerce: A) 829,572 Shares held for the account of Commerce.
Page 6 of 10 Pages
(ii) Azteca may be deemed the beneficial owner of
3,825,000 Shares (approximately 13.12% of the total number of
Shares outstanding). This number consists of A) 1,625,000 Shares
held for its account of which Mr. Hubert Guez may be deemed to
have the sole power to direct the voting and disposition of such
Shares on behalf of Azteca, and B) 2,200,000 Shares held for its
account of which Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of such Shares on
behalf of Azteca.
(iii) Mr. Hubert Guez may be deemed the
beneficial owner of 2,656,828 Shares (approximately 9.11% of the
total number of Shares outstanding and assuming the exercise of
warrants held for the account of Commerce). This number consists
of A) 23,900 Shares held for his personal account, B) 707,928
Shares held for the account of Commerce, of which Mr. Hubert Guez
may be deemed to have the sole power to direct the voting and
disposition of such Shares, C) 300,000 Shares issuable upon the
exercise of warrants held for the account of Commerce, of which
Mr. Hubert Guez may be deemed to have the sole power to direct
the voting and disposition of such Shares, and D) 1,625,000
Shares held for the account of Azteca, of which Mr. Hubert Guez
may be deemed to have the sole power to direct the voting and
disposition of such Shares.
(iv)Mr. Paul Guez may be deemed the beneficial
owner of 4,765,286 Shares (approximately 16.34% of the total
number of Shares outstanding). This number consists of A)
285,714 Shares held for the account of SHD, of which Mr. Paul
Guez may be deemed to have the sole power to direct the voting
and disposition of such Shares, B) 2,200,000 Shares held for the
account of Azteca, of which Mr. Paul Guez may be deemed to have
the sole power to direct the voting and disposition of such
Shares, C) 1,450,000 Shares held for the account of Integrated,
of which Mr. Paul Guez may be deemed to have the sole power to
direct the voting and disposition of such Shares, and D) 829,572
Shares held for the account of Commerce, of which Mr. Paul Guez
may be deemed to have the sole power to direct the voting and
disposition of such Shares.
(b) (i) Commerce, through Mr. Hubert Guez, may be
deemed to have sole power to direct the voting and disposition of
the 1,007,928 Shares held for its account (assuming the exercise
of warrants held for the account of Commerce) and through Mr.
Paul Guez, may be deemed to have sole power to direct the voting
and disposition of the 829,572 Shares held for its account
(ii) Azteca, through Mr. Paul Guez, may be deemed
to have sole voting power to direct the voting and disposition of
2,200,000 Shares held for its account and through Mr. Hubert
Guez, may be deemed to have the sole voting and disposition of
the 1,625,000 Shares held for its account.
(iii) Mr. Hubert Guez may be deemed to have
the sole power to direct the voting and disposition of the A)
23,900 Shares held for his personal account, B) 1,007,928 Shares
held for the account of Commerce (assuming the exercise of
warrants held for the account of Commerce) and C) 1,625,000
Shares held for the account of Azteca.
(iv) Mr. Paul Guez may be deemed to have the sole
power to direct the voting and disposition of the A) 2,200,000
Shares held for the account of Azteca; B) 285,714 Shares held for
the account of SHD, C) 1,450,000 Shares held for the account of
Integrated, and D) 829,572 Shares held for the account of
Commerce.
Page 7 of 10 Pages
(c) The following transactions in Common Stock were
effected by Mr. Paul Guez, on behalf of Commerce's Shares that he
may deem to have the sole power to direct the voting and
disposition of, and are noted below since the most recent filing
on Schedule 13D. Except as otherwise stated herein, there have
been no transactions effected with respect to the Shares since
the date of the last filing on Schedule 13D by any of the
Reporting Persons. Immediately prior to the sales of the Shares,
Mr. Paul Guez may have been deemed to have the sole power to
direct the voting and disposition of 1,061,762 Shares held for
the account of Commerce.
Date Number of Transaction Price per
Shares Share
4/2/04 22,300 Sale $2.45
4/2/04 5,000 Sale $2.50
4/2/04 2,000 Sale $2.55
4/2/04 1,800 Sale $2.46
4/2/04 1,000 Sale $2.44
4/2/04 1,000 Sale $2.43
4/2/04 400 Sale $2.56
4/5/04 23,500 Sale $2.42
4/5/04 4,600 Sale $2.41
4/5/04 3,800 Sale $2.43
4/5/04 700 Sale $2.49
4/5/04 100 Sale $2.40
4/6/04 15,000 Sale $2.40
4/12/04 26,100 Sale $2.20
4/12/04 1,600 Sale $2.22
4/12/04 6,200 Sale $2.21
4/13/04 7,000 Sale $2.17
4/13/04 3,000 Sale $2.16
4/13/04 1,900 Sale $2.15
4/13/04 13,100 Sale $2.18
4/14/04 2,200 Sale $2.19
4/14/04 1,700 Sale $2.20
4/14/04 1,100 Sale $2.18
4/20/04 8,400 Sale $1.82
4/20/04 17,900 Sale $1.83
4/21/04 4,700 Sale $1.86
4/21/04 200 Sale $1.87
4/22/04 5,000 Sale $1.80
4/22/04 5,000 Sale $1.79
4/22/04 5,000 Sale $1.75
4/26/04 10,000 Sale $1.59
4/26/04 13,500 Sale $1.52
4/26/04 300 Sale $1.51
4/26/04 6,200 Sale $1.50
4/26/04 10,000 Sale $1.55
4/27/04 890 Sale $1.59
TOTAL 232,190
(d) (i) The shareholders of Commerce, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Commerce in accordance with
their ownership interests in Commerce.
Page 8 of 10 Pages
(ii) The shareholders of Azteca, including Mr.
Hubert Guez and Mr. Paul Guez, have the right to participate in
the receipt of dividends from, or proceeds from the sales of, the
securities held for the account of Azteca in accordance with
their ownership interests in Azteca.
(iii) The shareholders of Integrated,
including Mr. Hubert Guez and Mr. Paul Guez, have the right to
participate in the receipt of dividends from, or proceeds from
the sales of, the securities held for the account of Integrated
in accordance with their ownership interests in Integrated.
(iv) The shareholders of SHD, including Mr. Paul
Guez, have the right to participate in the receipt of dividends
from, or proceeds from the sales of, the securities held for the
account of SHD in accordance with their ownership interests in
SHD.
(e) Not Applicable.
Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: April 28, 2004 COMMERCE INVESTMENT GROUP, LLC
By: /s/ Hubert Guez
----------------
Hubert Guez
Manager
Date: April 28, 2004 AZTECA PRODUCTION
INTERNATIONAL, INC.
By: /s/ Hubert Guez
---------------
Hubert Guez
Joint-owner
Date: April 28, 2004 HUBERT GUEZ
/s/ Hubert Guez
---------------
Hubert Guez
Date: April 28, 2004 PAUL GUEZ
/s/ Paul Guez
-------------
Paul Guez