SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
______________________
DESIGNER FINANCE TRUST
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-7101063
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
c/o Designer Holdings Ltd.
1385 Broadway
New York, NY 10018
______________________
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following effectiveness of a concurrent
box. ( ) registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. ( )
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
________% Convertible Trust New York Stock Exchange
Originated Preferred
Securitiessm (and the
Guarantee with respect
thereto)
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the sections entitled "Description
of the Preferred Securities" and "Description of the Guarantee"
contained in the Registrant's Prospectus in the form to be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, which Prospectus will constitute a part of the
Registrant's Registration Statement on Form
S-1 (No. 333-13097) (the "Registration Statement"), as amended,
and is incorporated herein by reference.
The class of securities to be registered hereby is the
Convertible Trust Originated Preferred Securities and the
Guarantee with respect thereto (the "Preferred Securities" and
the "Guarantee," respectively). The Preferred Securities
represent undivided beneficial interests in the assets of
Designer Finance Trust, a statutory business trust created under
the laws of the State of Delaware (the "Trust").
ITEM 2. EXHIBITS.
Number Description
2.1 Certificate of Trust dated September 26, 1996 of
Designer Finance Trust (incorporated herein by
reference to Exhibit 4.2 to the Registration
Statement).
2.2 Form of Amended and Restated Declaration of Trust
of Designer Finance Trust among Designer Holdings
Ltd., as Sponsor, IBJ Schroder Bank & Trust
Company, as Property Trustee, Delaware Trust
Company, as Delaware Trustee and Merril M. Halpern
and Arnold H. Simon, as Trustees (incorporated
herein by reference to Exhibit 4.3 to the
Registration Statement).
2.3 Form of ____% Convertible Trust Originated
Preferred Security (incorporated herein by
reference to Exhibit 4.5 and Exhibit A-1 to
Exhibit 4.3 to the Registration Statement).
2.4 Form of Preferred Securities Guarantee Agreement
between Designer Holdings Ltd., as Guarantor, and
IBJ Schroder Bank & Trust Company, as Guarantee
Trustee with respect to the Preferred Securities
of Designer Finance Trust (incorporated herein by
reference to Exhibit 4.7 to the Registration
Statement).
2.5 Form of Indenture between Designer Holdings Ltd.
and IBJ Schroder Bank & Trust Company, as
Indenture Trustee with respect to the ____%
Convertible Subordinated Debentures (incorporated
herein by reference to Exhibit 4.4 to the
Registration Statement).
2.6 Form of ____% Convertible Subordinated Debenture
(incorporated herein by reference to Exhibit 4.6
and Exhibit A to Exhibit 4.4 to the Registration
Statement).
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized.
DESIGNER HOLDINGS LTD.
By: \s\ Arnold H. Simon
Name: Arnold H. Simon
Title: President and Chief
Executive Officer
DESIGNER FINANCE TRUST
By: \s\ Arnold H. Simon
Arnold H. Simon, as Trustee
By: \s\ Merril M. Halpern
Merril M. Halpern, as Trustee
Date: October 28, 1996
