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Previous: PROVIDENT FINANCIAL HOLDINGS INC, SC 13G, 1997-02-14 |
Next: TRAVELERS AETNA PROPERTY CASUALTY CORP, SC 13G, 1997-02-14 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
DESIGNER HOLDINGS LTD.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class and Securities)
250571 10 6
(CUSIP Number)
------------------------------
Check the following box if a fee is being paid with this
Statement ( ). (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
SCHEDULE 13G
CUSIP No. 250571 10 6
(1) NAMES OF REPORTING PERSONS
New Rio, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(5) SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 16,483,868
EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON None
WITH
(8) SHARED DISPOSITIVE POWER
16,483,868
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See Response to Item 6
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* ( )
N/A
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
51.3%
(12) TYPE OF REPORTING PERSON*
OO
SCHEDULE 13G
CUSIP No. 250571 10 6
(1) NAMES OF REPORTING PERSONS
Charterhouse Equity Partners II, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(5) SOLE VOTING POWER
NUMBER OF 8,033,800
SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY None
EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 8,033,800
WITH
(8) SHARED DISPOSITIVE POWER
None
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,033,800
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* ( )
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.0%
(12) TYPE OF REPORTING PERSON*
PN
SCHEDULE 13G
CUSIP No. 250571 10 6
(1) NAMES OF REPORTING PERSONS
Arnold H. Simon
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
(5) SOLE VOTING POWER
NUMBER OF 7,805,813
SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 600,000
EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 7,805,813
WITH
(8) SHARED DISPOSITIVE POWER
600,000
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,405,813
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* ( )
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.1%
(12) TYPE OF REPORTING PERSON*
IN
Item 1(a) Name of Issuer:
DESIGNER HOLDINGS LTD.
Item 1(b) Address of Issuer's Principal Executive
Offices:
1385 Broadway, Third Floor
New York, New York 10018
Item 2 (a) (b) (c)
Name of Address of Citizenship:
Person Filing: Principal
Business Office:
New Rio, 1385 Broadway Delaware
L.L.C. New York, NY Limited
10018 Liability
Company
Charterhouse 535 Madison Delaware
Equity New York, NY Limited
Partners II, 10022 Partnership
L.P.
Arnold H. 1385 Broadway U.S.A.
Simon New York, NY
10018
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 Par Value
Item 2(e) CUSIP Number:
250571 10 6
Item 3 Type of Person:
N/A
Item 4 Ownership (at December 31, 1996):
(a) Amount owned "beneficially" within
the meaning of Rule 13d-3:
New Rio, L.L.C. See Response to
Item 6
Charterhouse 8,033,800
Equity Partners II,
L.P.
Arnold H. Simon 8,405,813, of
which 600,000
shares are benef-
icially owned
through the
Arnold H. Simon
Family Founda-
tion, Inc.
(the "Simon
Foundation"), of
which Mr. Simon
is a trustee
(b) Percent of class:
New Rio, L.L.C. See Response to
Item 6
Charterhouse 25.0%
Equity Partners II,
L.P.
Arnold H. Simon 26.1%
(c) Number of shares as to which such
persons has:
(i) sole power to vote or to
direct the vote:
New Rio, L.L.C. See Response to
Item 6
Charterhouse 8,033,800
Equity Partners II,
L.P.
Arnold H. Simon 7,805,813
(ii) shared power to vote or to
direct the vote:
New Rio, L.L.C. See Response to
Item 6
Charterhouse none
Equity Partners II,
L.P.
Arnold H. Simon 600,000
(iii) sole power to dispose or to
direct the disposition of:
New Rio, L.L.C. See Response to
Item 6
Charterhouse 8,033,800
Equity Partners II,
L.P.
Arnold H. Simon 7,805,813
(iv) shared power to dispose or
to direct the disposition
of:
New Rio, L.L.C. See Response to
Item 6
Charterhouse none
Equity Partners II,
L.P.
Arnold H. Simon 600,000
Item 5 Ownership of Five Percent or Less of a
Class:
N/A
Item 6 Ownership of More than Five Percent on
Behalf of Another Person:
New Rio, L.L.C. ("New Rio"), a Delaware
limited liability company, currently owns
of record approximately 51.3% of the
common stock (the "Common Stock") of
Designer Holdings Ltd. (the "Company").
The Third Amended and Restated Limited
Liability Company Agreement of New Rio,
L.L.C., dated as of May 9, 1996 (the
"Agreement"), provides generally that the
holders of ownership interests of New Rio
(the "New Rio Holders") may direct New Rio
to act or refrain from any action in
proportion to the number of shares of
Common Stock of the Company represented by
their respective ownership interests in
New Rio. Pursuant to the Agreement, the
New Rio Holders are entitled to receive
dividends declared in respect of the
Common Stock independently with respect
to such Holder's allocable percentage of
the Common Stock. The New Rio Holders may
generally cause New Rio to exercise
disposition rights as directed by each
Holder independently with respect to such
Holder's allocable percentage of the
Common Stock.
The Agreement also provides that New Rio
shall vote the Common Stock as determined
unanimously by Charterhouse Equity Partners
II, L.P. ("CEP") and A.S. Enterprises, L.L.C.
("ASE"), both New Rio Holders and each of
which has one vote. ASE may and has
designated its one vote to Arnold H. Simon
("Simon"). None of the other New Rio
Holders is entitled to vote. If CEP and
ASE are unable to agree, New Rio shall
vote the Common Stock as determined by CEP
and ASE in proportion to the allocable
percentage of the shares of Common Stock
attributed, respectively, to CEP and Chef
Nominees Limited and to ASE, Simon, Martin
L. Berman, Phyllis West Berman, Steven E.
Berman, Mark N. Kaplan as Trustee f/b/o
Mark K. Berman and Alison A. Berman and
Michael A. Covino (the remaining New Rio
Holders).
Therefore, the New Rio Holders may be
deemed to be the beneficial owners of the
Common Stock. Through their ownership
interests in New Rio, CEP and Simon
(including ASE and the Simon Foundation)
are deemed to own beneficially
approximately 25.0% and 26.1%,
respectively, of the outstanding shares of
the Common Stock.
With respect to the 600,000 shares of Common
Stock owned by the Simon Foundation, Simon,
as one of three trustees, shares voting and
disposition rights with the two other
trustees.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding
Company:
N/A
Item 8 Identification and Classification of
Members of the Group:
See Exhibit A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below I certify that, to the
best of my knowledge and belief, the
securities referred to above were acquired
in the ordinary course of business and
were not acquired for the purpose of and
do not have the effect of changing or
influencing the control of the issuer of
such securities and were not acquired in
connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: February 14, 1997
NEW RIO, L.L.C.
By: /s/ Arnold H. Simon
__________________________________
Name: Arnold H. Simon
Title: Chief Executive Officer
CHARTERHOUSE EQUITY PARTNERS II, L.P.
By: CHUSA EQUITY INVESTORS II, L.P.,
General Partner
By: CHARTERHOUSE EQUITY II,
INC.,
General Partner
/s/ Wai Wah Chin
________________________________
Name: Wai Wah Chin
Title: Vice President
/s/ Arnold H. Simon
_____________________________________
ARNOLD H. SIMON
Exhibit A
OWNERSHIP OF INTERESTS OF NEW RIO, L.L.C.
AND DESIGNER HOLDINGS LTD.
Shares of
Common Stock of
Designer Holdings Ltd.
Percentage Beneficially Owned
Interest in ----------------------
Name of Member New Rio, L.L.C. Number Percentage
-------------- --------------- ------ ----------
Charterhouse Equity
Partners II, L.P. 48.737% 8,033,800 25.0%
Chef Nominees Limited 0.097% 15,934 **
Arnold H. Simon 45.517% 8,405,813* 26.1%
A.S. Enterprises,
L.L.C. 1.838% 302,924 **
Martin L. Berman 0.856% 141,146 **
Phyllis West Berman 0.310% 51,084 **
Steven E. Berman 0.323% 53,272 **
Mark N. Kaplan
as Trustee f/b/o
Mark K. Berman and
Alison A. Berman 0.955% 157,445 **
Michael A. Covino 1.367% 225,374 **
* Includes 302,924 shares owned by A.S. Enterprises,
L.L.C., a company owned by Mr. and Ms. Simon, and 600,000
shares owned directly by the Arnold H. Simon Family
Foundation, Inc.
** Less than one percent.
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