<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996
REGISTRATION STATEMENT NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DESIGNER HOLDINGS LTD.
DESIGNER FINANCE TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 2339 13-3818542
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL 13-7101063
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
</TABLE>
1385 BROADWAY
NEW YORK, NEW YORK 10018
(212) 556-9600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN J. JONES, ESQ.
GENERAL COUNSEL
DESIGNER HOLDINGS LTD.
1385 BROADWAY, 3RD FLOOR
NEW YORK, NEW YORK 10018
(212) 556-9600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
VINCENT J. PISANO, ESQ. WILLIAM M. HARTNETT, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP CAHILL GORDON & REINDEL
919 THIRD AVENUE EIGHTY PINE STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10005
TEL: (212) 735-3000 TEL: (212) 701-3000
FAX: (212) 735-2000 FAX: (212) 269-5420
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-13097
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SECURITY PRICE FEE
- -----------------------------------------------------------------------------------------------
Convertible Trust Originated
Preferred Securities of Designer
Finance Trust................... 460,000 $50.00(2)(3) $23,000,000(2)(3) $6,970
- -----------------------------------------------------------------------------------------------
Convertible Subordinated
Debentures of Designer Holdings
Ltd. ........................... (4) -- -- --
- -----------------------------------------------------------------------------------------------
Common Stock par value $.01, of
Designer Holdings Ltd. ......... (5) -- -- --
- -----------------------------------------------------------------------------------------------
Guarantee(6)...................... -- -- -- --
- -----------------------------------------------------------------------------------------------
Total............................. 100% $
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 60,000 % Convertible Trust Originated Preferred Securities (the
"Convertible TOPrS(SM)" or "Preferred Securities") that may be issued
pursuant to exercise of the underwriters' over-allotment option.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the securities Act.
(3) Exclusive of accrued interest and distributions, if any.
(4) $23,000,000 in aggregate principal amount of % Convertible Subordinated
Debentures (the "Convertible Debentures") of Designer Holdings Ltd.
(the "Company") to be issued and sold to Designer Finance Trust (the
"Trust") in connection with the issuance by the Trust of the Preferred
Securities. The Convertible Debentures may be distributed, under certain
circumstances, to the holders of Preferred Securities for no additional
consideration.
(5) Such shares of Common Stock are issuable upon conversion of the Preferred
Securities registered hereunder. This Registration Statement also covers
such shares as may be issuable pursuant to anti-dilution adjustments.
(6) Includes the rights of holders of the Preferred Securities under the
Guarantee and certain back-up undertakings consisting of obligations of the
Company to provide certain indemnities in respect of, and pay and be
responsible for certain expenses and debts of, the Trust as described in the
Registration Statement. No separate consideration will be received for the
Guarantee and the back-up undertakings.
- --------------------------------------------------------------------------------
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Designer
Holdings Ltd. and Designer Finance Trust with the Securities and Exchange
Commission (File No. 333-13097) pursuant to the Securities Act of 1933, as
amended, is incorporated by reference into this Registration Statement.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on November 1, 1996.
DESIGNER HOLDINGS LTD.
By: MAURICE DICKSON
------------------------------------
Maurice Dickson
Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 1, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------- ------------------------------------------
<S> <C>
ARNOLD H. SIMON* President, Chief Executive
- ----------------------------------------------- Officer and Director
Arnold H. Simon
MAURICE DICKSON Treasurer and Chief
- ----------------------------------------------- Financial Officer
Maurice Dickson
DAVID FIDLON* Controller and Chief
- ----------------------------------------------- Accounting Officer
David Fidlon
MERRIL M. HALPERN* Chairman of the
- ----------------------------------------------- Board of Directors
Merril M. Halpern
DEBRA SIMON* Executive Vice President
- ----------------------------------------------- and Director
Debra Simon
A. LAWRENCE FAGAN* Director
- -----------------------------------------------
A. Lawrence Fagan
PETER BROWN* Director
- -----------------------------------------------
Peter Brown
FREDERICK W. ZUCKERMAN* Director
- -----------------------------------------------
Frederick W. Zuckerman
*By: MAURICE DICKSON
- -----------------------------------------------
Maurice Dickson
Attorney-in-fact
</TABLE>
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, Designer Finance Trust
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 1, 1996.
DESIGNER FINANCE TRUST
By: MERRIL M. HALPERN
------------------------------------
Merril M. Halpern, as Trustee
By: ARNOLD H. SIMON
------------------------------------
Arnold H. Simon, as Trustee
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
- --------- -----------------------------------------------------------------
<C> <S>
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1).
24.1 Power of Attorney filed as Exhibit 24.1 to the Registration
Statement S-1 on Form S-1 of the Company (File No. 333-13097)
and incorporated by reference.
</TABLE>
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
November 1, 1996
Designer Finance Trust
Designer Holdings Ltd.
1385 Broadway, Third Floor
New York, NY 10018
Re: Designer Finance Trust;
Designer Holdings Ltd.;
Registration Statement on Form S-1
filed pursuant to Rule 462(b) of the
Securities Exchange Act of 1933, as
amended, relating to Registration Statement
No. 333-13097
Ladies and Gentlemen:
We have acted as special counsel to Designer Finance Trust,
a statutory business trust created under the Business Trust Act of the
State of Delaware (Del. Code Ann., tit. 12, Section 3810) (the "Trust"), and
Designer Holdings Ltd., a Delaware corporation (the "Company"), in connection
with the preparation of the 462(b) Registration Statement (as defined below)
for the registration under the Securities Act of 1933, as amended (the "Act"),
of (i) 460,000 Convertible Trust Originated Preferred SecuritiesSM (the
"Preferred Securities")(liquidation amount $50 per Preferred Security) of the
Trust, (ii) $23,000,000 aggregate principal amount of Convertible Subordinated
Debentures due 2016 of the Company (the "Debentures"), (iii) shares of Common
Stock, par value $.01 per share (the "Common Stock"), of the Company issuable
upon conversion of the Debentures and the Preferred Securities (the "Conversion
Shares") and (iv) the rights of holders of the Preferred Securities under a
guarantee (the "Preferred Securities Guarantee") by the Company.
The Preferred Securities are to be issued pursuant to an
Amended and Restated Declaration of Trust of the Trust (the "Declaration"),
among the Company, as sponsor and as the issuer of the Debentures to be held by
the Property Trustee (as defined below) of the Trust, Delaware Trust Capital
Management, Inc., as Delaware
<PAGE> 2
Designer Finance Trust
Designer Holdings Ltd.
November 1, 1996
Page 2
trustee, IBJ Schroder Bank & Trust Co., as property trustee (the "Property
Trustee"), and Merril M. Halpern and Arnold H. Simon, as trustees. The Preferred
Securities Guarantee will be issued pursuant to a Preferred Securities Guarantee
Agreement (the "Guarantee Agreement") by the Company, as guarantor. In
connection with any conversion of a Preferred Security by the holder thereof,
such Preferred Security will be exchanged for the appropriate principal amount
of Debentures held by the Trust, which will, in turn, be immediately converted
into shares of Common Stock at the then applicable rate, as further described in
the Declaration and the Indenture (as defined below).
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to them
in the Registration Statement.
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-1 (the "462(b) Registration Statement") filed
by the Company and the Trust with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 462(b) under the Act; (ii) the Registration
Statement on Form S-1 (Registration No. 333-13097) filed by the Company and the
Trust with the Commission on September 30, 1996 under the Act, Amendment No. 1
thereto filed with the Commission on October 22, 1996, Amendment No. 2 thereto
filed with the Commission on October 31, 1996 and Amendment No. 3 thereto filed
with the Commission on October 31, 1996 (such Registration Statement, as so
amended, being hereinafter referred to as the "Registration Statement"); (iii)
the Certificate of Trust of the Trust filed with the Secretary of State of the
State of Delaware on September 26, 1996; (iv) the form of the Declaration
(including the designations of the terms of the Preferred Securities annexed
thereto); (v) the form of the Preferred Securities and specimen certificates
thereof; (vi) the form of the Guarantee Agreement; (vii) the form of the
indenture (the "Indenture"), between the Company and IBJ Schroder Bank & Trust
Co., as indenture trustee, pursuant to which the Debentures will be issued;
(viii) a specimen Debenture; (ix) a specimen certificate representing the
Common Stock; (x) the form of the Purchase Agreement (the "Preferred Securities
Purchase Agreement") proposed to be entered into among the Company, the Trust
and
<PAGE> 3
Designer Finance Trust
Designer Holdings Ltd.
November 1, 1996
Page 3
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated (collectively, the "Underwriters") relating to, among other things,
the sale of the Preferred Securities; (xi) the form of the Debenture Purchase
Agreement (the "Debenture Purchase Agreement") proposed to be entered into by
and between the Company and the Trust relating to, among other things, the sale
of the Debentures; (xii) the Certificate of Incorporation of the Company, as
presently in effect; (xiii) the By-Laws of the Company, as presently in effect;
and (xiv) certain resolutions of the Board of Directors of the Company and
drafts of certain resolutions (the "Draft Resolutions") of the Pricing Committee
appointed by the Board of Directors of the Company (the "Pricing Committee") in
each case relating to the issuance and sale of the Debentures and the Preferred
Securities and related matters. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company and the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that, except to the extent set forth in paragraphs
(2) and (3) below, such documents constitute valid and binding obligations of
such parties. In addition, we have assumed that the Declaration, the Preferred
Securities, the Guarantee Agreement, the Indenture, the Debenture and the
Preferred Securities Purchase Agreement when executed will be in substantially
the forms reviewed by us. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representa-
<PAGE> 4
Designer Finance Trust
Designer Holdings Ltd.
November 1, 1996
Page 4
tions of officers, trustees and other representatives of the Company, the Trust
and others.
Members of our firm are admitted to the bar in the State of
New York, and we do not express any opinion as to the laws of any jurisdiction
other than the laws of the States of New York and Delaware and the federal laws
of the United States to the extent set forth herein. To the extent that the
opinions set forth below relate to matters under the laws of the State of
Delaware other than the General Corporation Law of the State of Delaware, we
have relied on the opinion of Skadden, Arps, Slate, Meagher & Flom (Delaware).
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that when (i) the
462(b) Registration Statement becomes effective; (ii) the Draft Resolutions
establishing, among other things, the price at which the Preferred Securities
are to be sold to the Underwriters pursuant to the Preferred Securities
Purchase Agreement and other matters relating to the issuance and sale of the
Preferred Securities and the Debentures have been duly adopted by the Pricing
Committee; (iii) the Declaration, the Preferred Securities Purchase Agreement,
the Guarantee Agreement, the Debenture Purchase Agreement and the Indenture
have been duly executed and delivered by the parties thereto; (iv) the
Preferred Securities have been duly executed and authenticated in accordance
with the terms of the Declaration and delivered to and paid for by the
Underwriters as contemplated by the Preferred Securities Purchase Agreement;
and (v) the Debentures have been duly executed and authenticated in accordance
with the terms of the Indenture and delivered to and paid for by the Trust as
contemplated by the Debenture Purchase Agreement and the Declaration:
1. The issuance and sale of the Preferred Securities will have
been duly authorized, and the Preferred Securities will be validly issued, fully
paid and nonassessable, representing undivided beneficial ownership interests in
the assets of the Trust; and the holders of such Preferred Securities will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized
<PAGE> 5
Designer Finance Trust
Designer Holdings Ltd.
November 1, 1996
Page 5
under the General Corporation Law of the State of Delaware. We bring to your
attention, however, that the holders of Preferred Securities may be obligated,
pursuant to the Declaration, to (i) provide indemnity and/or security in
connection with and pay taxes or governmental charges arising from transfers of
Preferred Securities and (ii) provide security and indemnity in connection with
the requests of or directions to the Property Trustee to exercise its rights and
powers under the Declaration.
2. The Guarantee Agreement will be a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except to the extent that enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
3. The issuance and sale of the Debentures will have been duly
authorized and the Debentures will be valid and binding obligations of the
Company, entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and except
that the waiver of stay or extension laws contained in Section 515 of the
Indenture may be unenforceable.
4. The Conversion Shares, when certificates representing the
Conversion Shares in the form of the specimen certificates examined by us have
been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar and delivered to the holders of the Preferred Securities upon
conversion thereof in accordance with the terms of the Declaration and the
Indenture, will have been duly authorized, and the Con-
<PAGE> 6
Designer Finance Trust
Designer Holdings Ltd.
November 1, 1996
Page 6
version Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the incorporation by reference in the 462(b)
Registration Statement of the use of our name under the heading "Legal Matters"
in the prospectus which forms a part of the Registration Statement. We also
hereby consent to the filing of this opinion with the Commission as an exhibit
to the 462(b) Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof unless
otherwise expressly stated and we disclaim any undertaking to advise you of the
facts stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
<PAGE> 1
EXHIBIT 12.1
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR COMPANIES
(COMBINED) THE COMPANY
---------------------------------------- (CONSOLIDATED)
EIGHT ------------------------------------------------
MONTHS FOUR MONTHS SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ENDED ENDED YEAR ENDED JUNE 30,
-------------------------- AUGUST 25, DECEMBER 31, DECEMBER 31, ------------------
1991 1992 1993 1994 1994 1995 1995 1996
------ ------ ------ ----------- ------------ ------------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Earnings
Net income (loss)................. $5,117 $3,631 $2,141 $ (235) $1,917 $ 11,063 $ 3,971 $ 8,739
Add back:
Taxes......................... 1,869 1,189 (331) (399) 2,239 10,870 4,500 9367
Extraordinary item............ 2,256
------ ------ ------ ----------- ------ ------------ ------- -------
Earnings.......................... 6,986 4,820 1,810 (634) 4,156 21,933 8,471 20,362
Interest on indebtedness...... 1,445 1,339 1,808 1,142 2,557 15,154 5,437 7,635
Amortization of expense on
debt.. 1,006 252 473
Interest portion of rental
charges.. 199 373 413 290 87 602 207 580
------ ------ ------ ----------- ------ ------------ ------- -------
Earnings as adjusted.............. $8,630 $6,532 $4,031 $ 798 $6,800 $ 38,695 $14,367 $29,050
====== ====== ====== ========== ============ ============ ======= =======
Fixed charges:
Interest on indebtedness...... $1,445 $1,339 $1,808 $ 1,142 $2,557 $ 15,154 $ 5,437 $ 7,635
Amortization of expense on
debt........................ 1,006 252 473
Interest portion of rental
charges..................... 199 373 413 290 87 602 207 580
------ ------ ------ ----------- ------ ------------ ------- -------
Total Fixed Charges............... $1,644 $1,712 $2,221 $ 1,432 $2,644 16,762 5,896 8,688
====== ====== ====== ========== ============
Pro forma interest savings related
to Preferred Securities......... (4,302) (995) (1,856)
Pro forma incremental deferred
financing costs related to
Preferred Securities............ 106 67 84
Total fixed charges, pro forma.... $ 12,567 $ 4,969 $ 6,916
============ ======= =======
Ratio of earnings to fixed
charges......................... 5.25x 3.82x 1.82x 2.57x 2.31x 2.44x 3.34x
====== ====== ====== ============ ============ ======= =======
Deficiency of earnings to fixed
charges......................... $ 634
==========
Pro forma ratio of earnings to
fixed
charges......................... 3.08x 2.89x 4.20x
============ ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-1 filed of our report dated February 29, 1996, except for
Note 1, the tenth paragraph of Note 11, the thirteenth paragraph of Note 13 and
Note 16, for which the date is April 22, 1996, on our audits of the
consolidated and combined financial statements and financial statement
schedule of Designer Holdings Ltd., which appear in the Registration Statement
on Form S-1 (File No. 333-13097) of Designer Holdings Ltd. and Designer
Finance Trust. We also consent to the incorporation by reference in this
Registration Statement of the reference to our firm under the caption
"Experts" included in the Registration Statement on Form S-1 (File
No. 333-13097) of Designer Holdings Ltd. and Designer Finance Trust.
COOPERS & LYBRAND L.L.P.
New York, New York
November 1, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Designer Holdings Ltd. and Designer Finance Trust on Form S-1 of
our report dated April 1, 1994 on the combined statements of operations,
stockholders' equity and cash flows of Rio Sportswear, Inc. and affiliated
companies for the year ended December 31, 1993, appearing in the Prospectus,
which is part of the Registration Statement on Form S-1 (File No. 333-13097) of
Designer Holdings Ltd. and Designer Finance Trust and to the reference to us
under the heading "Experts" in such Registration Statement.
Our audit of the financial statements referred to in our aforementioned
report also included the financial statement schedule of Rio Sportswear, Inc.
and affiliated companies, listed in Item 16 of the Registration Statement on
Form S-1 (File No. 333-13097) of Designer Holdings Ltd. and Designer Finance
Trust. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audit. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
New York, New York
November 1, 1996
