UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 26, 2006 G-III APPAREL GROUP, LTD. (Exact name of registrant as specified in its charter) DELAWARE 0-18183 41-1590959 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 512 SEVENTH AVENUE 10018 NEW YORK, NEW YORK (ZIP CODE) (Address of principal executive offices) Registrant's telephone number, including area code: (212) 403-0500 NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT On July 26, 2006, G-III Leather Fashions, Inc., J. Percy for Marvin Richards, Ltd. and CK Outerwear, LLC, each a subsidary of G-III Apparel Group, Ltd., entered into an amendment to the Financing Agreement, dated July 11, 2005, as amended, with The CIT Group/Commercial Services, Inc. ("CIT"), as Agent, and Bank Leumi USA, CIT, Commerce Bank, N.A., HSBC Bank USA, National Association, Israel Discount Bank of New York, Webster Business Credit, Siemens Financial Services, The Bank of New York and Signature Bank as Lenders. The Financing Agreement is a three-year senior secured credit facility providing for borrowings in the aggregate principal amount of up to $195,000,000. The facility consists of a revolving line of credit and a term loan. The amendment amends and restates the definition of earnings before interest, taxes, depreciation and amortization (EBITDA). The amendment also revises the covenants set forth in Amendment No. 2 to the Financing Agreement for the fiscal year ending January 31, 2007 related to earnings before interest, taxes, depreciation and amortization and fixed charge coverage ratio. A copy of the amendment is attached hereto as Exhibit 10.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 10.1 Amendment No. 3, dated as of July 26, 2006, to Financing Agreement, dated as of July 11, 2005, as amended, by and among The CIT Group/Commercial Services, Inc., as Agent, the Lenders that are parties thereto, G-III Leather Fashions, Inc., J. Percy For Marvin Richards, Ltd., and CK Outerwear, LLC. EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Amendment No. 3, dated as of July 26, 2006, to Financing Agreement, dated as of July 11, 2005, as amended, by and among The CIT Group/Commercial Services, Inc., as Agent, the Lenders that are parties thereto, G-III Leather Fashions, Inc., J. Percy For Marvin Richards, Ltd., and CK Outerwear, LLC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. G-III APPAREL GROUP, LTD. Date: August 1, 2006 By: /s/ Neal S. Nackman -------------------------------- Name: Neal S. Nackman Title: Chief Financial Officer