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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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ANNUAL REPORT ON FORM 10-K/A
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 3, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO______________
COMMISSION FILE NUMBER 1-11805
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DONNA KARAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3882426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
550 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 789-1500
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of Registrant's Common Stock held by
nonaffiliates as of March 31, 1999 was $84,465,899 based on 11,077,495 such
shares outstanding on such date and the closing sales price for the Common Stock
on such date of $7.625 as reported on the New York Stock Exchange. As of March
31, 1999, the Registrant had 21,599,264 shares of Common Stock outstanding.*
PART III incorporates information by reference from the Registrant's
definitive Proxy Statement for its 1999 Annual Meeting of Shareholders to be
filed with the Commission within 120 days of January 3, 1999.
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* Does not include 18 shares of Class A Common Stock, par value $.01 per
share, and two shares of Class B Common Stock, par value $.01 per share,
outstanding as of such date.
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This amendment to Donna Karan International Inc.'s Form 10-K for the fiscal
year ended January 3, 1999 is being filed to correct in the Report of
Independent Auditors an inaccurate reference to the predecessor company.
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REPORT OF INDEPENDENT AUDITORS
The Board of Directors of
Donna Karan International Inc.
We have audited the consolidated balance sheets of Donna Karan International
Inc. and subsidiaries (the "Company") as of January 3, 1999 and December 28,
1997, and the related consolidated statements of operations, stockholders'
equity and partner's capital and cash flows for each of the three years in the
period ended January 3, 1999. Our audits also included the financial statement
schedule listed in the Index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Donna Karan
International Inc. as of January 3, 1999 and December 28, 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended January 3, 1999 in conformity with generally
accepted accounting principles. Also, in our opinion, the related 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.
ERNST & YOUNG LLP
New York, New York
March 24, 1999
F-2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: March 31, 1999
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DONNA KARAN INTERNATIONAL INC.
By: /s/ JOHN D. IDOL
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John D. Idol
CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ DONNA KARAN Chairman of the Board and
- ------------------------------ Chief Designer March 31, 1999
Donna Karan
/s/ STEPHAN WEISS Vice Chairman of the Board
- ------------------------------ March 31, 1999
Stephan Weiss
/s/ JOHN D. IDOL Chief Executive Officer and
- ------------------------------ Director March 31, 1999
John D. Idol
/s/ M. WILLIAM BENEDETTO Director
- ------------------------------ March 31, 1999
M. William Benedetto
/s/ ANN MCLAUGHLIN Director
- ------------------------------ March 31, 1999
Ann McLaughlin
Executive Vice President
and Chief Financial and
/s/ JOSEPH B. PARSONS Administrative Officer
- ------------------------------ (Principal Financial March 31, 1999
Joseph B. Parsons Officer and Principal
Accounting Officer)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this amendment to Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 6, 1999
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DONNA KARAN INTERNATIONAL INC.
By: /s/ JOSEPH B. PARSONS
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Joseph B. Parsons
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
AND ADMINISTRATIVE OFFICER AND TREASURER
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