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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Donna Karan International Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
Alphonso A. Christian, II, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5696
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1997
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. ______ Page _______ of ________ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,501,350
NUMBER OF
----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,501,350
PERSON
----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
----------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,350
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
-------------------
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock") of Donna Karan International Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 550 Seventh Avenue, New
York, New York 10018.
Item 2. Identity and Background
-----------------------
This statement is being filed by His Royal Highness Prince Alwaleed Bin
Talal Bin Abdulaziz Al Saud ("HRH"), an individual, whose business address is
Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of Saudi Arabia.
HRH is a citizen of the Kingdom of Saudi Arabia. HRH is the founder and majority
owner of Kingdom Holding Company, a Saudi Arabian based corporation with
interests in Saudi Arabian banking, real estate development, supermarkets, media
and broadcasting and the travel industry.
HRH has not during the last five years been (i)convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree and final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
--------------------------------------------------
HRH has acquired a total of 1,501,350 shares of Common Stock of the
Issuer which were purchased in transactions on the New York Stock Exchange for
an aggregate consideration of $20,583,090. The source of such consideration was
HRH's personal funds.
Item 4. Purpose of Transaction
-----------------------
The purpose of the purchase of the Common Stock by HRH was to acquire
the securities for investment purposes.
HRH, depending upon market conditions and other factors, in the future,
may acquire additional shares of Common Stock or dispose of all or a portion of
the Common Stock which HRH now owns or hereafter may acquire. HRH has no present
plans or proposals that relate to, or would result in, an extraordinary
corporate transaction involving the Issuer or any of its subsidiaries, a sale or
transfer of any of the Issuer's assets, a change in the present Board of
Directors or management of the Issuer, a change in the present capitalization or
dividend policy of the Issuer, any other material change in the Issuer's
business or corporate
<PAGE>
structure, changes in the Issuer's charter or bylaws or with respect to the
delisting or deregistration of any of the Issuer's securities.
Item 5. Interest in Securities of the Issuer
-------------------------------------
On September 17, 1997, HRH purchased on the New York Stock Exchange
440,000 shares of Common Stock at a price of $14.15 per share. Such purchase
caused HRH's beneficial ownership to exceed 5% of the outstanding Common Stock.
On September 22, 1997, HRH purchased on the New York Stock Exchange an
additional 12,850 shares of Common Stock at a price of $15.00 per share. As a
result, as of September 22, 1997, HRH was the beneficial owner of 1,501,350
shares of Common Stock of the Issuer which represents approximately 7% of the
outstanding Common Stock. Of the aggregate amount beneficially owned by HRH,
1,286,866 shares of Common Stock (approximately 6% of the outstanding Common
Stock) have been acquired for HRH, and 214,484 shares of Common Stock
(approximately 1% of the outstanding shares of Common Stock) have been acquired
by HRH for the benefit of his daughter, Her Royal Highness Princess Reem
Alwaleed. HRH has the sole power to vote (or to direct the vote) and the sole
power to dispose (or to direct the disposition) of the 1,501,350 shares.
It is the current intention of HRH to transfer the 1,286,866 shares of
Common Stock acquired for HRH (the "Transfer Shares") into a Cayman Islands,
British West Indies corporation, Kingdom 5-KR 61, Ltd. ("Kingdom 61"), the
address of which is c/o Maples & Calder, P.O. Box 309 Grand Cayman, Cayman
Islands, British West Indies. Kingdom 61, whose sole purpose and business
activity is to hold the Transfer Shares, is wholly-owned and controlled by HRH.
HRH, through his ability to appoint a majority of the Board of Directors of
Kingdom 61, will retain the power to control the voting of the Transfer Shares
and also the disposition of the Transfer Shares.
Subsequent to the transfer of the Transfer Shares into Kingdom 61, it
also is the intention of HRH to transfer all the outstanding shares of Kingdom
61 into a Cayman Islands trust (the "Trust"). The Trust was established by HRH
for estate planning purposes and is for the benefit of HRH and members of his
family. Under the terms of the Trust, among other things, the Trustee of the
Trust is prohibited from selling or transferring or otherwise encumbering the
stock of Kingdom 61. HRH will retain the power to revoke the Trust, to appoint
and remove the Trustee at any time and for any reason and to appoint a majority
of the directors of Kingdom 61; as a result, HRH will retain the power to
control the voting and disposition of the Transfer Shares.
HRH has engaged in the following other transactions in the Issuer's
Common Stock in the sixty days preceding the purchases reported above.
<PAGE>
Date No. of Shares Price Per Share
---- ------------- ---------------
July 9, 1997 1,000 10.3750
July 9, 1997 1,000 10.2500
July 9, 1997 500 10.1250
July 16, 1997 2,500 10.4375
July 17, 1997 3,700 10.4375
July 18, 1997 93,400 10.4375
July 21, 1997 8,600 10.4375
July 22, 1997 5,600 10.4375
July 23, 1997 6,300 10.4375
July 24, 1997 9,600 10.4375
July 25, 1997 6,300 10.4375
August 6, 1997 910,000 13.8358
HRH has the right to receive and the power to direct the receipt of
dividends from, and the proceeds from the sale of, the 1,501,350 shares of
Common Stock beneficially owed by HRH. Following the transfer of the Transfer
Shares to Kingdom 61, Kingdom 61 will have the right to receive dividends from,
or proceeds from the sale of, the Transfer Shares; however, HRH, through his
ability to appoint a majority of the Board of Directors of Kingdom 61, will
retain the power to direct the disposition of such dividends or proceeds by
Kingdom 61. Following the transfer of HRH's shares of Kingdom 61 to the Trust,
any funds distributed by Kingdom 61 will be received by the Trustee, and such
funds will be held and administered by the Trustee, pursuant to the terms of the
Trust, for the benefit of HRH and his family.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between HRH and any persons with respect to any securities
of the Issuer.
Item 7. Materials to be Filed as Exhibits
---------------------------------
None
<PAGE>
Signature
- ----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
September 26, 1997 /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
------------------ -------------------------------------------------------
Date H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
