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| OMB APPROVAL |
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|OMB NUMBER: 3235-0145|
UNITED STATES |EXPIRES: |
SECURITIES AND EXCHANGE COMMISSION | OCTOBER 31, 2002 |
Washington, D.C. 20549 |ESTIMATED AVERAGE |
|BURDEN HOURS |
|PER RESPONSE ...14.90|
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DONNA KARAN INTERNATIONAL INC.
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
(Title of Class and Securities)
------------------------------------------------------------
257826107
(CUSIP Number)
David L. Bressman, Esq.
c/o Urban Zen, LLC
570 Seventh Avenue, Suite 703
New York, NY 10018
(212) 840-8555
Copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention: Eileen T. Nugent
(212) 735-3176
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 2000
------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
CUSIP No. 257826107
-------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Donna Karan - S.S. Number: ###-##-####
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(See Item 2) (1) (a) ( )
(b) (x)
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 3,968,440 (See Item 5)
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY (See Item 5)
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,968,440 (See Item 5)
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
(See Item 5)
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,242,928 (2)
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (3) ( x )
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.7%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
(1) Notwithstanding the agreements described in Item 6 of the Report on
Schedule 13D (the "Schedule 13D") originally filed on July 3, 1996 by the
Reporting Persons and in this Amendment No. 1 thereto ("Amendment No. 1"),
the Reporting Person disclaims membership in, and does not affirm the
existence of, a group with regard to such agreements.
(2) Includes 982,800 shares of Common Stock held by Stephan Weiss, who is
married to the Reporting Person, and 291,688 shares of Common Stock held by
The Trust Under Trust Agreement Dated February 2, 1996 For Benefit Of Lisa
Weiss Keyes, Corey Weiss, and Gabrielle Karan. However, the Reporting
Person disclaims beneficial ownership of such shares.
(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. Also does not include shares of Class B Common Stock held by members
of the Takihyo Group which shares are subject to the Voting Agreement, to
which the Reporting Person is a party, described in Item 6 of the Schedule
13D and filed pursuant to Item 7 of the Schedule 13D. Also excludes 9
shares of Class A Common Stock held by each of Ms. Karan and Mr. Weiss,
which shares are also subject to the Voting Agreement. The Reporting Person
disclaims beneficial ownership of such shares.
SCHEDULE 13D
CUSIP No. 257826107
-------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Stephan Weiss - S.S. Number: ###-##-####
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(See Item 2) (1) (a) ( )
(b) (x)
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,274,488 (See Item 5)
SHARES _________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 (See Item 5)
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,274,488 (See Item 5)
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
0 (See Item 5)
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,242,928 (2)
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (3) (x)
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.7%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
(1) Notwithstanding the agreements described in Item 6 of the Schedule 13D
and Amendment No. 1, the Reporting Person disclaims membership in, and does
not affirm the existence of, a group with regard to such agreements.
(2) Includes 3,968,440 shares of Common Stock held by Donna Karan, who is
married to the Reporting Person, and 291,688 shares of Common Stock held by
The Trust Under Trust Agreement Dated February 2, 1996 For Benefit Of Lisa
Weiss Keyes, Corey Weiss, and Gabrielle Karan. However, the Reporting
Person disclaims beneficial ownership of such shares.
(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. Also does not include shares of Class B Common Stock held by members
of the Takihyo Group which shares are subject to the Voting Agreement, to
which the Reporting Person is a party, described in Item 6 of the Schedule
13D and filed pursuant to Item 7 of the Schedule 13D. Also excludes 9
shares of Class A Common Stock held by each of Ms. Karan and Mr. Weiss,
which shares are also subject to the Voting Agreement. The Reporting Person
disclaims beneficial ownership of such shares.
SCHEDULE 13D
CUSIP No. 257826107
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Gabrielle Studio, Inc.- Tax I.D. Number: 13-3509191
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(See Item 2) (1) (a) ( )
(b) (x)
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The State of New York
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0 (See Item 5)
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (2)
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (2) (3) (x)
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
(1) Notwithstanding the agreements described in Item 6 of the Schedule 13D
and Amendment No. 1, the Reporting Person disclaims membership in, and does
not affirm the existence of, a group with regard to such agreements.
(2) On December 18, 2000 Gabrielle Studio, Inc. distributed all of its
shares of Common Stock to its shareholders pro-rata and ceased to own
shares of Common Stock. Does not include shares of Common Stock held by the
stockholders of Gabrielle Studio, Inc. directly, including Donna Karan,
Stephan Weiss, and The Trust Under Trust Agreement Dated February 2, 1996
For Benefit Of Lisa Weiss Keyes, Corey Weiss, and Gabrielle Karan. The
Reporting Person disclaims beneficial ownership of such shares.
(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. The Reporting Person disclaims beneficial ownership of such shares.
SCHEDULE 13D
CUSIP No. 257826107
-------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Trust Under Trust Agreement Dated February 2, 1996 For Benefit
Of Lisa Weiss Keyes, Corey Weiss, and Gabrielle Karan
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(See Item 2) (1) (a) ( )
(b) (x)
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The State of New York
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 291,688 (See Item 5)
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 291,688
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,688 (2)
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (2) (3) (x)
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
(1) Notwithstanding the agreements described in Item 6 of the Schedule 13D
and Amendment No. 1, the Reporting Person disclaims membership in, and does
not affirm the existence of, a group with regard to such agreements.
(2) Includes only the shares of Common Stock held by The Trust Under Trust
Agreement Dated February 2, 1996 For Benefit Of Lisa Weiss Keyes, Corey
Weiss, and Gabrielle Karan. Does not include shares of Common Stock held by
the trustee, Stephan Weiss, or any of the beneficiaries directly. The
Reporting Person disclaims beneficial ownership of such shares.
(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. The Reporting Person disclaims beneficial ownership of such shares.
SCHEDULE 13D - Amendment No. 1
This statement amends the Schedule 13D originally filed on July 3,
1996 by Donna Karan, a citizen of the United States of America, and Stephan
Weiss, a citizen of the United States of America. Capitalized terms used
and not defined in this Amendment No. 1 shall have the meanings set forth
in the Schedule 13D.
Item 2. Identity and Background.
This Amendment No. 1 is being filed by the following persons or
entities (each of which is a "Reporting Person" and together the "Reporting
Persons"):
Donna Karan ("Karan"), a citizen of the United States, whose
principal business address is 550 Seventh Avenue, New York, NY 10018;
Stephan Weiss ("Weiss"), a citizen of the United States, whose
principal business address is 550 Seventh Avenue, New York, NY 10018;
Gabrielle Studio, Inc. ("Gabrielle"), a New York corporation with its
principal office located at 201 Wolfs Lane, Pelham, NY 10803;
The Trust Under Trust Agreement Dated February 2, 1996 For Benefit
Of Lisa Weiss Keyes, Corey Weiss, and Gabrielle Karan (the "Children's
Trust"), a trust organized under New York state law, whose principal
address is c/o Stephan Weiss, trustee, 550 Seventh Avenue, New York, NY
10018.
Karan, Weiss, and the Children's Trust are the only stockholders of
Gabrielle. On December 18, 2000 Gabrielle distributed all of its shares of
common stock, par value, $0.01 per share of the Issuer ("Common Stock") to
its shareholders pro-rata and ceased to own stock of the Issuer. Weiss is
trustee (the "Trustee") of the Children's Trust, and has sole voting power
and power of disposition over the shares of Common Stock owned by the
Children's Trust.
Karan is primarily engaged as Chairman of the Board and Chief
Designer of Donna Karan International Inc. (the "Issuer"). Weiss is the
Vice Chairman of the Board of the Issuer. Gabrielle licenses the registered
Donna Karan trademarks, and sublicenses the Donna Karan names, to Donna
Karan Studio ("DKS"), a wholly owned subsidiary of the Issuer, pursuant to
the License Agreement, dated July 3, 1996, between Gabrielle and DKS (the
"License Agreement").
The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Act").
During the last five years, to the best knowledge of Gabrielle,
none of the Reporting Persons and none of the executive officers and
directors of Gabrielle listed on Schedule I (a) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) have been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its being
subject to a judgment, decree or final order enjoining future violation of,
or prohibiting or mandating activities subject to, federal or state
securities law or a finding of any violation with respect to such laws.
Item 4. Purpose of Transaction.
A. Gifts and Other Transactions
On July 26, 1996 Karan made a gift of 42,250 shares of Common Stock
to Gail Hoffman, a citizen of the United States. On July 26, 1996 Karan
made a gift of 3,750 shares of to Darin Hoffman, a citizen of the United
States. On July 26, 1996 Karan made a gift of 3,750 shares of Common Stock
to Glenn Hoffman, a citizen of the United States. On July 26, 1996 Karan
made a gift of 416 shares of Common Stock to Eric Weiss, a citizen of the
United States. On July 26, 1996 Karan made a gift of 416 shares of Common
Stock to Richard Wyler. On July 26, 1996 Karan made a gift of 416 shares of
Common Stock to Wendy Hammond, a citizen of the United States. On October
26, 1998 Karan made a gift of 180,000 shares of Common Stock to the
Children's Trust. On May 6, 1998 Karan received 39,616 shares of Common
Stock from the Trust Under Trust Agreement for the Benefit of Donna Karan.
On June 22, 1999 Karan received 152,690 shares of Common Stock from the
Trust Under Trust Agreement for the Benefit of Donna Karan. The Trust Under
Trust Agreement for the Benefit of Donna Karan was subsequently dissolved.
On July 26, 1996 Weiss made a gift of 416 shares of Common Stock to
Gail Hoffman, a citizen of the United States. On July 26, 1996 Weiss made a
gift of 416 shares of Common Stock to Darin Hoffman, a citizen of the
United States. On July 26, 1996 Weiss made a gift of 416 shares of Common
Stock to Glenn Hoffman, a citizen of the United States. On July 26, 1996
Weiss made a gift of 5,834 shares of Common Stock to Eric Weiss, a citizen
of the United States. On July 26, 1996 Weiss made a gift of 5,834 shares of
Common Stock to Richard Wyler, a citizen of the United States. On July 26,
1996 Weiss made a gift of 625 shares of Common Stock to Wendy Hammond, a
citizen of the United States. On October 26, 1998 Weiss made a gift of
45,000 shares of Common Stock to the Children's Trust.
On December 18, 2000 Gabrielle distributed its shares of Common
Stock on a pro-rata basis to its shareholders. Karan recieved 400,388
shares of Common Stock. Weiss recieved 79,809 shares of Common Stock. The
Children's Trust recieved 18,611 shares of Common Stock.
B. The December 15, 2000 Agreement
Karan, Weiss and the Children's Trust (the "DK/SW Group") have
entered into an agreement (the "Gabrielle Purchase Agreement") dated
December 15, 2000 with LVMH Moet Hennessy Louis Vuitton Inc. ("LVMH"), a
Delaware corporation and a wholly owned subsidiary of LVMH Moet Hennessy
Louis Vuitton S.A. ("LVMH - S.A."), a societe anonyme organized under the
laws of the Republic of France. Pursuant to the Gabrielle Purchase
Agreement, the members of the DK/SW Group have agreed to sell to LVMH all
of the outstanding shares of common stock of Gabrielle (a private company
which licenses the Donna Karan trademarks and sublicenses the Donna Karan
name to Donna Karan Studio ("DKS"), a wholly owned subsidiary of the
Issuer, pursuant to that certain Agreement dated as of July 3, 1996 between
Gabrielle and DKS (the "License Agreement")) for an aggregate purchase
price of $450 million ("Purchase Price"), subject to reduction (i) to $400
million (net of certain taxes) in the event the Issuer's Board of Directors
approves and enters into a definitive agreement with respect to a merger
transaction between the Issuer and LVMH (or any of its affiliates)(a "Board
Approved Merger") on or before the six month anniversary (the
"Determination Date") of the date of the Gabrielle Purchase Agreement and
subsequently such Board Approved Merger is consummated, or (ii) to $425
million (net of certain taxes) in the event the Issuer and LVMH or any of
its affiliates enter into a definitive agreement for a Board Approved
Merger during the period after the Determination Date but on or before one
year following the date of the Gabrielle Purchase Agreement and
subsequently such Board Approved Merger is consummated.
Concurrently with the signing of the Gabrielle Purchase Agreement,
LVMH has submitted a written proposal to the Board of Directors of the
Issuer to negotiate a merger, pursuant to which, subject to the terms and
conditions thereof, LVMH (or any of its affiliates) would acquire all of
the outstanding shares of Common Stock at an offer price of $8.50 per share
in cash.
Under the terms of the Gabrielle Purchase Agreement, LVMH is
obligated to use best efforts to negotiate in good faith with the Board of
Directors of the Issuer with respect to its proposal for a merger
transaction, with a view toward entering into an agreement pertaining
thereto as promptly as practicable; provided, however, LVMH is not
contractually obligated to increase its offer price. In addition, LVMH has
agreed that if it has not entered into a definitive agreement for a Board
Approved Merger on or before the Determination Date, it will be subject to
certain limitations on the minimum price per share it may thereafter offer
in connection with an acquisition of the Common Stock. The restrictions
generally provide that for a period of one year from the earlier of the
Determination Date or the date on which either the Issuer or LVMH publicly
announces that such negotiations have been terminated, LVMH will not, and
will cause its affiliates not to, purchase shares of Common Stock for an
offer price per share of Common Stock that is less than the highest price
per share of Common Stock ("Highest Offer Price") offered in any definitive
formal offer (authorized by LVMH - S.A.) presented by LVMH to the Board of
Directors of the Issuer during the course of their negotiations. LVMH has
agreed to notify the members of the DK/SW Group of the Highest Offer Price
on the Determination Date. In addition, LVMH and the DK/SW Group have
agreed that the Issuer would be a third-party beneficiary of the provisions
relating to the minimum offer price described above and that in the event
the Issuer elects to waive such provisions, the members of the DK/SW Group
shall automatically be deemed also to have waived such provisions.
In connection with the Gabrielle Purchase Agreement, the members of
the DK/SW Group have agreed not to do any of the following for six months
from the date thereof: (i) initiate, solicit or knowingly encourage
(including by way of furnishing information or assistance), or take any
other action to facilitate, any inquiries or the making of any proposal
that consistutes, or may reasonably be expected to lead to, a Gabrielle
Acquisition Proposal; (ii) enter into any agreement contemplating a
Gabrielle Acquisition Proposal; (iii) maintain or continue discussions or
negotiations with any person or entity in furtherance of such inquiries or
for the purpose of obtaining a Gabrielle Acquisition Proposal; (iv) agree
to or endorse any Gabrielle Acquisition Proposal; (v) without the prior
written consent of LVMH, amend the License Agreement; or (vi) release any
third party from any standstill or confidentiality agreement or waive or
amend any provisions thereof, to which it is a party relating to the shares
of Gabrielle; provided, however, that with respect to the restrictions in
the preceding clauses (i) - (iv), nothing set forth therein shall limit or
prohibit the ability of a Karan or Weiss to participate in discussions with
the members of the Board of Directors of the Issuer and their
representatives, if either Karan or Weiss determines, after taking into
account the advice of his or her counsel, that failing to so act would
reasonably be expected to constitute a breach of his or her fiduciary duty
as a director or officer of the Issuer. "Gabrielle Acquisition Proposal" is
defined as (i) any merger, consolidation, share exchange, recapitalization,
reorganization, business combination, or other similar transaction
involving Gabrielle ; (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of a material portion of the assets of
Gabrielle in a single transaction or series of transactions; or (iii) any
sale, transfer, encumbrance, or issuance of all or any of the shares of
capital stock of Gabrielle in a single transaction or series of
transactions.
The members of the DK/SW Group have also agreed that if a
definitive agreement for a Board Approved Merger is entered into within one
year and the Board Approved Merger is consummated, the members of the DK/SW
Group (i) will, immediately prior to the consummation of the Board Approved
Merger, exchange shares representing 14% of the outstanding shares of
Common Stock ("Exchange Shares"), at the same price per share paid to
shareholders of the Issuer pursuant to the Board Approved Merger (the
"Merger Price"), for an equal number of shares of common stock of the
combined company ("New DKI") and (ii) may (x) use all of the proceeds
received by them in respect of their remaining shares of Common Stock (i.e.
shares other than the Exchange Shares) in the Board Approved Merger to
purchase from LVMH, at the Merger Price, additional shares of New DKI and
(y) after all such proceeds are exhausted, invest $25 million in cash to
purchase from New DKI additional shares of New DKI. Assuming the full
exercise of such rights to purchase additional shares as described in the
preceding sentence, the DK/SW Group would own, in the aggregate, 14.3% of
the outstanding shares of common stock of New DKI. In connection with their
investment in New DKI, the members of the DK/SW Group would be granted
certain governance rights in and have certain obligations with respect to
New DKI, which rights and obligations are described more fully in the
redacted Annex A ("Annex A") to the Gabrielle Purchase Agreement which is
annexed to this Amendment No. 1 as Exhibit B. If LVMH enters into an
agreement for a Board Approved Merger after the end of one year from the
date of the Gabrielle Purchase Agreement but on or prior to the third
anniversary thereof, then (i) LVMH will have the right to obligate the
members of the DK/SW Group to exchange the Exchange Shares for an equal
number of shares of New DKI (but not to make any investment in additional
shares of New DKI), with the understanding that the governance rights and
obligations described in Annex A would not otherwise apply (although in
such circumstance the parties have agreed to negotiate in good faith
contractual provisions relating to tag-and drag-along rights and transfers
of such New DKI shares to permitted transferees or third parties, subject
to LVMH's right of first refusal) and (ii) the members of the DK/SW Group
will have the right to exchange the Exchange Shares for an equal number of
shares of New DKI and to exercise in full (but not in part) their right to
purchase additional shares of New DKI, with the understanding that the
governance rights and obligations described in Annex A would then come into
effect.
This brief description of the Gabrielle Purchase Agreement
(including Annex A thereto) and the rights and obligations of the DK/SW
Group thereunder is not intended to be complete and is qualified in its
entirety by reference to the Gabrielle Purchase Agreement, which is annexed
hereto as Exhibit B, and which is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a)
Name Shares of Common Stock Percentage
Karan 5,242,928 (1)(2) 23.7%
Weiss 5,242,928 (2)(3) 23.7%
Gabrielle 0 (2)(4) 0.0%
Children's Trust 291,688 (2)(5) 1.3%
(1) Includes 982,800 shares of Common Stock held by Weiss and
291,688 shares of Common Stock held by the Children's Trust. However,
Reporting Person disclaims beneficial ownership of such shares. Does not
include 9 shares of Class A Common Stock held by Karan.
(2) Does not include shares of Common Stock held by members of the
Takihyo Group which shares are the subject of the Stockholders' Agreement
to which the Reporting Person is a party, described in item 6 and filed
pursuant to Item 7 of the Schedule 13D. Does not include shares of Class B
Common Stock held by members of the Takihyo Group which are subject to the
Voting Agreement to which the Reporting Person is a party, described in
Item 6 and filed pursuant to Item 7 of the Schedule 13D. The Reporting
Person disclaims beneficial ownership of such shares.
(3) Includes 3,968,440 shares of Common Stock held by Karan and
291,688 shares of Common Stock held by the Children's Trust. However,
Reporting Person disclaims beneficial ownership of such shares and
disclaims that he is a 10% owner. Does not include 9 shares of Class A
Common Stock held by Weiss.
(4) Includes only the shares of Common Stock held by Gabrielle.
Does not include shares of Common Stock held by the stockholders of
Gabrielle directly, including Karan, Weiss, and the Children's Trust. The
Reporting Person disclaims beneficial ownership of such shares.
(5) Includes only the shares of Common Stock held by the Children's
Trust. Does not include shares of Common Stock held by the Trustee or the
beneficiaries directly. The Reporting Person disclaims beneficial ownership
of such shares.
(b) Karan has sole voting power over 3,968,440 shares of Common
Stock. Weiss has sole voting power over 982,800 shares of Common Stock and
291,688 shares of Common Stock held by the Children's Trust, for which he
is trustee. Each of Karan and Weiss, however, disclaim beneficial ownership
of the shares held by each other and by the Children's Trust. Gabrielle has
sole voting power over 0 shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer
As discussed in Item 4, under the terms of the Gabrielle Purchase
Agreement, the members of the DK/SW Group have also agreed that if a
definitive agreement for a the Board Approved Merger is entered into within
one year of the date thereof and the Board Approved Merger is consummated,
the members of the DK/SW Group (i) will exchange the Exchange Shares (i.e.,
shares representing 14% of the outstanding shares of Common Stock), at the
Merger Price, for an equal number of shares of common stock of New DKI and
(ii) may (x) use all of the proceeds received by them in respect of their
remaining shares of Common Stock (i.e. shares other than the Exchange
Shares) in the Board Approved Merger to purchase from LVMH, at the Merger
Price, additional shares of New DKI and (y) after all such proceeds are
exhausted, invest $25 million in cash to purchase from New DKI additional
shares of New DKI. Assuming the full exercise of such rights to purchase
additional shares as described in the preceding sentence, the DK/SW Group
would own, in the aggregate, 14.3% of the outstanding shares of common
stock of New DKI. In connection with their investment in New DKI, the
members of the DK/SW Group would be granted certain governance rights in
and have certain obligations with respect to New DKI, which rights and
obligations are described more fully in Annex A. If LVMH enters into an
agreement for a Board Approved Merger after the end of one year from the
date of the Gabrielle Purchase Agreement but prior to the third anniversary
thereof, then (i) LVMH will have the right to obligate the members of the
DK/SW Group to exchange the Exchange Shares for an equal number of shares
of New DKI (but not to make any investment in additional shares of New
DKI), with the understanding that the governance rights and obligations
described in Annex A would not otherwise apply (although in such
circumstance the parties have agreed to negotiate in good faith contractual
provisions relating to tag-and drag-along rights and transfers of such New
DKI shares to permitted transferees or third parties, subject to LVMH's
right of first refusal) certain and (ii) the members of the DK/SW Group
will have the right to exchange the Exchange Shares for an equal number of
shares of New DKI and to exercise in full (but not in part) their right to
purchase additional shares of New DKI, with the understanding that the
governance rights and obligations described in Annex A would then come into
effect.
Except for the agreements described in the Schedule 13D and the Gabrielle
Purchase Agreement (including Annex A) described above and except as
described in Item 2 and Item 5 of this Amendment No. 1, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2, and any other person, with respect to any securities
of the Issuer, including, but not limited to, the transfer or voting of any
of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or
withholding of proxies.
Item 7. Material to Be filed as Exhibits.
Exhibit A. Joint Filing Agreement
Exhibit B. Agreement dated as of December 15, 2000 by and among Donna
Karan, Stephan Weiss, The Trust Under Trust Agreement Dated February 2,
1996 For Benefit of Lisa Weiss Keyes, Corey Weiss, and Gabrielle Karan and
LVMH Moet Hennessy Louis Vuitton Inc., together with Annex A, attached
thereto as redacted.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: 12/18/00
/s/Donna Karan
--------------------------
Donna Karan
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: 12/18/00
/s/ Stephan Weiss
--------------------------
Stephan Weiss
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: 12/18/00
Trust Under Trust Agreement Dated February 2, 1996 For Benefit Of Lisa
Weiss Keyes, Corey Weiss and Gabrielle Karan.
By /s/ Stephan Weiss
--------------------------
Name: Stephan Weiss
Title: Trustee
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: 12/18/00
Gabrielle Studio, Inc.
By: /s/ Stephan Weiss
--------------------------
Name: Stephan Weiss
Title: Vice President
