UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
AUTHENTIC FITNESS CORPORATION
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $ 0.001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
052661 10 5
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(CUSIP NUMBER)
*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 THE
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 1 OF 12 PAGES
EXHIBIT INDEX APPEARS ON PAGE 10
<PAGE>
CUSIP NO. 052661 10 5 13G PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECETRIC CAPITAL CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
N/A (b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,809,179**
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,809,179**
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,809,179
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
** SEE ITEM 4 BELOW
<PAGE>
CUSIP NO. 052661 10 5 13G PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECETRIC CAPITAL SERVICES, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
N/A (b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES DISCLAIMED (SEE 9 BELOW)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH DISCLAIMED (SEE 9 BELOW)
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL
ELECTRIC CAPITAL SERVICES, INC.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
N/A (SEE 9 ABOVE)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
CUSIP NO. 052661 10 5 13G PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECETRIC COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
N/A (b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 5 SOLE VOTING POWER
SHARES DISCLAIMED (SEE 9 BELOW)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH DISCLAIMED (SEE 9 BELOW)
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL
ELECTRIC COMPANY
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
N/A (SEE 9 ABOVE)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Page 5 of 12 Pages
The Statement on Schedule 13G filed under the Securities Exchange Act of
1934, as amended, by General Electric Capital Corporation, General Electric
Capital Services, Inc. and General Electric Company with respect to the common
stock of Authentic Fitness Corporation is hereby amended and restated as set
forth below.
Item 1. Name of Issuer and Address.
(a) and (b) This Schedule 13G relates to Authentic Fitness Corporation,
a Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 6040 Bandini Blvd., Commerce, CA 90040.
Item 2. Identity of Person Filing.
(a) - (c) This Schedule 13G is being filed by General Electric Capital
Corporation, a New York corporation ("GECC"), General Electric Capital Services,
Inc., a Delaware corporation formerly known as General Electric Financial
Services, Inc. ("GECS"), and General Electric Company, a New York corporation
("GE"). GECS is a wholly-owned subsidiary of GE and GECC is a wholly-owned
subsidiary of GECS. The principal business office of each of GECC and GECS is
located at 260 Long Ridge Road, Stamford, Connecticut 06927. The principal
business office of GE is located at 3135 Easton Turnpike, Fairfield, Connecticut
06431.
(d) - (e) This Schedule 13G relates to the common stock, par value
$.001 per share, of the Issuer (the "Common Stock"). The CUSIP Number for such
shares is 052661 10 5.
Item 3. This Schedule 13G is not filed pursuant to Rules 13d-1(b) or 13d-2(b).
Item 4. Ownership.
The responses of GECC, GECS and GE to Items 5, 7, 9 and 11 of each of
their respective Cover Sheets which relate to their beneficial ownership of the
Common Stock as of December 31, 1996 are incorporated herein by reference.
On July 13, 1996, GECC exercised a warrant to acquire 1,809,179 shares
of the Issuer's Common Stock at an exercise price of $.00175 per share which
represents 8.0% of the outstanding shares of Common Stock based on the
22,333,730 shares of Common Stock outstanding as of November 14, 1996 as
reported in the Issuer's Form 10-Q for the quarter ended October 5, 1996.
As described in Amendment No. 1 to Schedule 13G, pursuant to an Amended
and Restated Agreement dated as of February 13, 1996 between the Issuer and
GECC, the Issuer has the option to buy the 1,809,179 shares in full (but not in
part) on 10 business days' written notice to GECC for a purchase price of $24
per share at any time on or before March 17, 1997.
<PAGE>
Page 6 of 12 Pages
Pursuant to a Stockholders Agreement relating to the Common Stock among
Pentland Ventures Ltd. ("Pentland"), GECC and the other parties thereto, for so
long as Pentland owns 20% or more of the outstanding Common Stock of the Issuer,
GECC has agreed to vote any shares of Common Stock held by it from time to time
for the election of a nominee of Pentland to the Issuer's Board of Directors. In
addition, Pentland and GECC have granted each other rights of first offer in
respect of transfers of their shares.
Each of GECS and GE hereby expressly disclaims the beneficial ownership
of any Common Stock held by GECC. Neither the filing of this Schedule 13G nor
anything contained herein shall be construed as an admission that GECS or GE is
the beneficial owner of any securities covered by this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
<PAGE>
Page 7 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael A. Gaudino
--------------------------------
Name: Michael A. Gaudino
Title: Vice President and General Manager
Dated: February 13, 1997
<PAGE>
Page 8 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
---------------------------------------
Name: Nancy E. Barton
Title: Sr. Vice President, General Counsel &
Secretary Legal
Dated: February 13, 1997
<PAGE>
Page 9 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC COMPANY
By: /s/ Michael A. Gaudino
---------------------------------
Name: Michael A. Gaudino
Title: Attorney-in-Fact
Dated: February 13, 1997
<PAGE>
Page 10 of 12 Pages
EXHIBIT OF INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
Joint Filing Agreement 11
Power of Attorney dated June 5, 1996 12
Page 11 of 12 Pages
Exhibit 1 to Schedule 13G
RE: AUTHENTIC FITNESS CORPORATION
COMMON STOCK, PAR VALUE $0.001 PER SHARE
Pursuant to Securities and Exchange Commission Regulation
240.13d-1(f)(1), the undersigned persons agrees that a statement may be filed on
behalf of each of the undersigned persons by General Electric Capital
Corporation with respect to Common stock, par value $0.001 per share, issued by
Authentic Fitness Corporation. Further, each of the undersigned agrees that
General Electric Capital Corporation, by any of its duly elected officers, shall
be authorized to sign from time to time on behalf of the undersigned, any
amendments to this Schedule 13G or any statements on Schedule 13D relating to
Authentic Fitness Corporation which may be necessary or appropriate from time to
time.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael A. Gaudino
--------------------------------
Name: Michael A. Gaudino
Title: Vice President and General Manager
Dated: February 13, 1997
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
--------------------------------
Name: Nancy E. Barton
Title: Sr. Vice President, General Counsel &
Secretary Legal
Dated: February 13, 1997
GENERAL ELECTRIC COMPANY
By: /s/ Michael A. Gaudino
--------------------------------
Name: Michael A. Gaudino
Title: Attorney-in-Fact
Dated: February 13, 1997
Page 12 of 12 Pages
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute and
appoint the persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Name of Attorney: Joan C. Amble
Nancy E. Barton
Jeffrey S. Werner
Michael A. Gaudino
John J. Walker
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5
or any amendments thereto required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 on
behalf of the Corporation with regard to any securities owned by General
Electric Capital Services, Inc., General Electric Capital Corporation or
any of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on March 31, 1998.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to
be executed, attested and its corporate seal to be affixed pursuant to authority
granted by the Corporation's board of directors, as of the 5th day of June,
1996.
General Electric Company
(Corporate Seal)
By: /s/ Philip D. Ameen
-------------------------------
Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
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Robert E. Healing, Attesting Secretary
