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
October 14, 1997
________________________________________________
Date of report (Date of earliest event reported)
Designer Holdings Ltd.
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11707 13-3818542
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1385 Broadway
New York, New York 10018
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(Address of Principal Executive Offices and Zip Code)
(212) 556-9600
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
On October 14, 1997, The Warnaco Group, Inc., a
Delaware corporation ("Warnaco"), acquired and became the
record and beneficial owner of 16,483,868 shares
(representing approximately 51.3% of the shares
outstanding) of common stock, par value $0.01 per share
("Company Common Stock"), of Designer Holdings Ltd., a
Delaware corporation ("Designer Holdings"), pursuant to a
Stock Exchange Agreement, dated as of September 25, 1997
(the "Exchange Agreement"), among Warnaco, New Rio,
L.L.C., a Delaware limited liability company ("New Rio"),
and the members of New Rio signatory thereto. Pursuant
to the Exchange Agreement, Warnaco acquired 16,258,494
shares of Company Common Stock from New Rio and 225,374
shares of Company Common Stock from Covino Denim Partners
(a former member of New Rio) in exchange for an aggregate
of 5,340,773 shares (representing approximately 9% of the
outstanding shares) of Class A common stock, par value
$0.01 per share ("Warnaco Common Stock"), of Warnaco (the
"Exchange"). In the Exchange, each share of Company
Common Stock held by New Rio and Covino Denim Partners
was exchanged for 0.324 of a share of Warnaco Common
Stock.
In accordance with the Exchange Agreement,
effective upon the closing of the Exchange, A. Lawrence
Fagan and Debra Simon resigned from the Designer Holdings
Board, the size of the Designer Holdings Board was
increased to seven, and four designees of Warnaco, Linda
J. Wachner, William S. Finkelstein, Andrew G. Galef and
Joseph A. Califano, Jr. (all four being current directors
of Warnaco), were elected to the Designer Holdings Board.
Immediately following the closing of the Exchange, the
new Designer Holdings Board elected Mrs. Wachner as
Chairman of the Board of Designer Holdings and appointed
each of Mr. Finkelstein and Stanley P. Silverstein as
Vice President of Designer Holdings. Merril M. Halpern,
Arnold H. Simon and Peter Damon Brown have remained on
the Designer Holdings Board as continuing directors.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
2.1 Stock Exchange Agreement,
dated as of September 25,
1997, among The Warnaco
Group, Inc., New Rio,
L.L.C. and each of the
members of New Rio, L.L.C.
signatory thereto
(incorporated by reference
to Exhibit 2.2 to the
Current Report on Form 8-K
filed by Designer Holdings
on October 3, 1997).
Signatures
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.
Dated: October 24, 1997
DESIGNER HOLDINGS LTD.
By: /s/ John J. Jones
Name: John J. Jones
Title: Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
2.2 Stock Exchange Agreement, dated as of
September 25, 1997, among The Warnaco
Group, Inc., New Rio, L.L.C. and each of
the members of New Rio, L.L.C. signatory
thereto (incorporated by reference to
Exhibit 2.1 to the Current Report on Form
8-K filed by Designer Holdings on October
3, 1997).
