SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
DESIGNER HOLDINGS LTD.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
250571
(CUSIP Number)
STANLEY P. SILVERSTEIN
Vice President, General Counsel and Secretary
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016
Telephone: (212) 370-8455
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 14, 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 [ ]
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
(Continued on following pages)
Page 1 of 9 pages
<PAGE>
CUSIP No. 250571
_____________________________________________________________________________
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
The Warnaco Group, Inc. (IRS Identification No. 95-4032739)
_____________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
_____________________________________________________________________________
3. SEC Use Only
_____________________________________________________________________________
4. Source of Funds
OO (See Item 3)
_____________________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
_____________________________________________________________________________
6. Citizenship or Place of Organization
State of Delaware
_________________________________________________________
7. Sole Voting Power
NUMBER
16,483,868 shares of common stock
OF SHARES _________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY -0-
EACH _________________________________________________________
9. Sole Dispositive Power
REPORTING
16,483,868 shares of common stock
PERSON WITH
_________________________________________________________
10. Shared Dispositive Power
-0-
_________________________________________________________
<PAGE>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
16,483,868 shares of common stock
_____________________________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
_____________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
51.3%
_____________________________________________________________________________
14 Type of Reporting Person
CO
_____________________________________________________________________________
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the statement on
Schedule 13D ("Schedule 13D") filed with the Securities and Exchange
Commission on behalf of The Warnaco Group, Inc., a Delaware corporation
("Warnaco"), with respect to the common stock, $0.01 par value (the "DSH
Common Stock"), of Designer Holdings Ltd., a Delaware corporation ("DSH").
The principal executive offices of DSH are located at 1385 Broadway, New York,
New York 10018. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to them in the Schedule 13D.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Item 2. Identity and Background.
This statement is being filed by Warnaco to report the acquisition
by Warnaco of 16,483,868 shares of DSH Common Stock on October 14, 1997,
pursuant to a stock exchange agreement dated September 25, 1997 (the
"Exchange Agreement"), among Warnaco, New Rio, L.L.C. ("New Rio"), a Delaware
limited liability company and the majority stockholder of DSH, and the
members of New Rio signatory thereto (the "Members"), as described in Item 6.
The address of the principal business and principal executive offices of
Warnaco is 90 Park Avenue, New York, New York 10016. The name, business
address, present principal occupation or employment, and citizenship of each
director and executive officer of Warnaco is set forth on Attachment A.
Warnaco, through its subsidiaries, designs, manufactures and
markets a broad line of women's intimate apparel, such as bras, panties and
sleepwear, and men's sportswear (primarily knitted and woven sport shirts),
underwear and leather goods, all of which are sold under internationally
recognized owned and licensed brand names.
None of Warnaco, or, to the best of Warnaco's knowledge, any of the
persons named on Attachment A attached hereto, has during the last five
years: (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) been 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 or
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.
<PAGE>
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Item 3. Source and Amount of Funds or Other Consideration.
In exchange for the 16,483,868 shares of DSH Common Stock acquired
by Warnaco, Warnaco issued to New Rio and to Covino Denim Partners shares of
its Class A Common Stock, par value $0.01 per share ("Warnaco Class A Common
Stock") on the terms described in Item 6.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Item 5. Interest in Securities of the Issuer.
(a) As of October 14, 1997, Warnaco became the record and
beneficial owner of 16,483,868 shares of DSH Common Stock and, as a result,
Warnaco is the record and beneficial owner of approximately 51.3% of the
outstanding shares of DSH Common Stock (based on the number of shares
outstanding on October 14, 1997, not including treasury shares or shares
issuable upon exercise of options or convertible securities). Except as set
forth in this Item 5, none of Warnaco or, to the best of its knowledge, any
of the persons named on Attachment A attached hereto, beneficially owns any
DSH Common Stock.
(b) Warnaco has the sole power to vote or direct the vote of or to
dispose or direct the disposition of 16,483,868 shares of DSH Common Stock.
(c) Except as set forth in Item 6, since August 14, 1997, no
transactions were effected in the DSH Common Stock by Warnaco, or to the best
of its knowledge, any person listed in Attachment A attached hereto.
(d) Not applicable.
(e) Not applicable.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On September 25, 1997, Warnaco, DSH and WAC Acquisition
Corporation, a wholly owned subsidiary of Warnaco ("WAC"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing for, subject
to the terms and conditions set forth in the Merger Agreement, the merger of
WAC with and into DSH (the "Merger"), with DSH being the surviving
corporation in the Merger. Consummation of the Merger is subject to approval
by the stockholders of DSH and, to the extent required by the applicable
regulations of the New York Stock Exchange, Warnaco, and certain other
customary closing conditions.
In connection with the Merger Agreement, on September 25, 1997,
Warnaco, New Rio, and the Members entered into the Exchange Agreement. On
October 14, 1997, pursuant to the Exchange Agreement, Warnaco acquired
16,483,868 shares (including 225,374 shares held by Covino Denim Partners,
which shares were held by New Rio as of the date of the Exchange Agreement)
of DSH Common Stock ("the Shares"), and transferred in return for each Share
.324 of a fully paid and nonassessable share of Warnaco Class A Common Stock.
<PAGE>
The summary contained in this Amendment No. 1 of certain provisions
of the Merger Agreement and the Exchange Agreement is qualified in its
entirety by reference to the Merger Agreement and the Exchange Agreement
filed with the Schedule 13D as Exhibits 1 and 2 thereto, respectively, and
incorporated herein by reference.
Except for the Exchange Agreement and the Merger Agreement, to the
best knowledge of Warnaco, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between Warnaco and New
Rio, or between such persons and any person with respect to any securities of
DSH except as referred to or described in the Schedule 13D and this Amendment
No. 1.
<PAGE>
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.
Dated: October 16, 1997
THE WARNACO GROUP, INC.
By: /s/ Stanley P. Silverstein
Stanley P. Silverstein
Vice President, General Counsel
and Secretary
<PAGE>
Attachment A
Executive Officers and Directors of The Warnaco Group, Inc.
The names and titles of the executive officers and the names
of the directors of Warnaco and each of their business addresses and
principal occupations are set forth below. If no address is given, the
director's or executive officer's business address is that of Warnaco.
Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to such individual's position at Warnaco and each
individual is a United States citizen.
Executive Officers Position; Present Principal Occupation
- ------------------ --------------------------------------
Linda J. Wachner Chairman of the Board, President and Chief
Executive Officer
William S. Finkelstein Director, Senior Vice President and Chief
Financial Officer
Stanley P. Silverstein Vice President, General Counsel and Secretary
Carl J. Deddens Vice President and Treasurer
Directors Present Principal Occupation
- --------- ----------------------------
Joseph A. Califano, Jr. Chairman and President
The Center on Addiction &
Substance Abuse
Columbia University
152 West 57th Street
New York, NY 10019
Joseph H. Flom Attorney and Partner
Skadden, Arps, Slate, Meagher & Flom, LLP
919 Third Avenue
New York, NY 10022
Andrew G. Galef Chairman
The Spectrum Group, Inc.
11050 Santa Monica Blvd.
Suite 1400
Los Angeles, CA 90025
<PAGE>
Walter F. Loeb President and Publisher
Loeb Retail Letter
1440 Broadway
10th Floor
New York, NY 10018
Stewart A. Resnick Chairman and Chief Executive Officer
Franklin Mint Corporation
Franklin Center, PA 19091
