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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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AUTHENTIC FITNESS CORPORATION
(NAME OF SUBJECT COMPANY)
A ACQUISITION CORP.
THE WARNACO GROUP, INC.
(Bidders)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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052661105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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STANLEY P. SILVERSTEIN, ESQ
THE WARNACO GROUP, INC.
90 PARK AVENUE
NEW YORK, NY 10016
TELEPHONE: (212) 287-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
DECEMBER 16, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
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CALCULATION OF FILING FEE
Transaction Valuation* $520,203,258
Amount of Filing Fee $104,041
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* Estimated solely for purposes of calculating the filing fee and based,
pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as
amended (the "Act"). The filing fee was determined by multiplying (a) the
sum of 20,137,661 shares of Authentic Fitness common stock and 4,872,111
options to purchase shares of Authentic Fitness common stock and (b) the
merger consideration of $20.80 per share in cash. In accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended, the filing
fee was determined by multiplying the amount calculated pursuant to the
preceding sentence by 1/50 of one percent.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $104,041
Form or Registration No.: Schedule 14D-1
Filing Party: The Warnaco Group, Inc.
Date Filed: November 17, 1999
CUSIP No. 052661105
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
THE WARNACO GROUP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(e) OR 2(f)
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6 CITIZENSHIP OR PLACE OF ORIGIN
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,526,560
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.95%
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10 TYPE OF REPORTING PERSON
CO
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CUSIP No. 052661105
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
A ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEM 2(e) OR 2(f)
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6 CITIZENSHIP OR PLACE OF ORIGIN
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,526,560
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES |_|
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.95%
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10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
amends and supplements the Tender Offer Statement on Schedule 14D-1
originally filed on November 17, 1999 (the "Schedule 14D-1") by The Warnaco
Group, Inc., a Delaware corporation ("Parent"), and A Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"),
with respect to Purchaser's offer to purchase all of the outstanding shares
of common stock, par value $.001 per share (the "Shares"), of Authentic
Fitness Corporation, a Delaware corporation (the "Company"), at $20.80 per
Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
November 17, 1999 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"), which were filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D- 1. The Schedule 14D-1, as amended by
this Amendment No. 1, also constitutes a Statement on Schedule 13D with
respect to the acquisition by Purchaser of beneficial ownership of the
Shares pursuant to the Offer. Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings given to
such terms in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
On December 16, 1999, at 2:33 p.m., Eastern Standard Time (the
"Effective Time"), pursuant to the Merger Agreement (as defined in the
Offer to Purchase), the merger of Purchaser with and into the Company was
consummated. As a result of the Merger, as of the Effective Time, (a) all
issued and outstanding shares of the Common Stock of the Company (other
than (i) shares of Common Stock owned of record by Parent or Purchaser,
(ii) Dissenting Shares (as defined in the Merger Agreement) or (iii) shares
of Common Stock held in the treasury of the Company) were automatically
converted into the right to receive $20.80 per share in cash, and (b) each
issued and outstanding share of Purchaser was converted into one validly
issued, fully paid and nonassessable share of Common Stock of the Company.
Parent, the holder of all One Hundred (1,000) issued and outstanding shares
of Common Stock of Purchaser, thus became the owner of One Hundred (1,000)
shares of Common Stock of the Company, representing 100% of the issued and
outstanding shares of Common Stock of the Company.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented to include the
following information:
On December 15, 1999, A Acquisition Corp. accepted for purchase and
payment, pursuant to its tender offer for all of the outstanding shares of
the common stock of Authentic Fitness Corporation at $20.80 per share net
to the seller in cash, all shares of Authentic Fitness Corporation common
stock which were validly tendered and not withdrawn as of the expiration of
its tender offer at 12:00 midnight, New York City time, on Wednesday,
December 15, 1999. A Acquisition Corp. believes that approximately
19,526,560 Authentic Fitness shares, or 96.95% of the total issued and
outstanding Authentic Fitness Corporation shares, were validly tendered
pursuant to the tender offer and not withdrawn.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(8) Press Release of Parent dated December 16, 1999.
(a)(9) Press Release of Parent dated December 16, 1999.
(c)(2) Joint Filing Agreement, dated as of December 16, 1999, among A
Acquisition Corp., the Warnaco Group, Inc. and Authentic Fitness
Corporation.
SIGNATURES
After due inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
THE WARNACO GROUP, INC.
By: /s/ STANLEY P. SILVERSTEIN
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Name: Stanley P. Silverstein
Title: Vice President and General Counsel
A ACQUISITION CORP.
By: /s/ STANLEY P. SILVERSTEIN
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Name: Stanley P. Silverstein
Title: Vice President
AUTHENTIC FITNESS CORPORATION
By: /s/ MICHAEL P. MCHUGH
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Name: Michael P. McHugh
Title: Senior Vice President and Chief
Financial Officer
Date: December 16, 1999
INDEX TO EXHIBITS
Exhibit
Number Exhibit
(a)(8) Press Release of Parent dated December 16, 1999.
(a)(9) Press Release of Parent dated December 16, 1999.
(c)(2) Joint Filing Agreement, dated as of December 16, 1999, among
A Acquisition Corp., the Warnaco Group, Inc. and Authentic
Fitness Corporation.
Exhibit (a)(8)
CONTACT: Linda J. Wachner Lawrence A. Rand
212-370-8204 Wendi Kopsick
Adam Weiner
William S. Finkelstein Kekst & Company
212-370-8287 212-521-4800
FOR IMMEDIATE RELEASE
THE WARNACO GROUP, INC. COMPLETES TENDER OFFER FOR
AUTHENTIC FITNESS COMMON STOCK
NEW YORK, NY AND DECEMBER 16, 1999-The Warnaco Group, Inc.
(NYSE: WAC) announced today that its wholly owned subsidiary, A Acquisition
Corp., has accepted for purchase and payment, pursuant to its tender offer
for all of the outstanding shares of the common stock of Authentic Fitness
Corporation (NYSE: ASM) at $20.80 per share, net to the seller in cash, all
shares of Authentic Fitness common stock which were validly tendered and
not withdrawn as of the expiration of its tender offer at 12:00 midnight,
New York City time, on December 15, 1999. Warnaco stated that approximately
19,526,560 Authentic Fitness shares, or 96.95% of the total, were validly
tendered pursuant to the tender offer and not withdrawn, including 284,573
shares tendered pursuant to notices of guaranteed delivery.
The tender offer will be followed by a merger of A Acquisition
Corp. with and into Authentic Fitness Corporation in which those Authentic
Fitness Corporation stockholders who did not tender, and who do not seek
appraisal, of their shares will have their shares converted into $20.80 per
share net to each stockholder in cash. Warnaco currently expects to
complete the merger today.
Questions and requests for assistance with respect to the offer
may be directed to MacKenzie Partners, Inc., the Information Agent for the
offer, at (212) 929-5500 (call toll free) or (800) 322-2885, or to J.P.
Morgan & Co., the Dealer Manager for the offer, at (877) 576-0605 (call
toll free).
Authentic Fitness is the Los Angeles based manufacturer and
seller of Speedo(R) wearing apparel, swimwear and accessories, and owns and
operates Speedo(R) Authentic Fitness(R) stores in the United States and
Canada. Authentic Fitness also markets directly and through its licensees
swimwear, apparel and accessories under the Anne Cole(R), Catalina(R), Cole
of California(R), Sunset Beach(R), Oscar de La Renta(R), Ralph Lauren(R),
Polo Sport(R), and other brand names.
The Warnaco Group Inc. headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear and accessories sold
under such brands as Warner's(R), Olga(R), Van Raalte(R), Lejaby(R), Weight
Watchers(R), Bodyslimmers(R), IZKA(R), Chaps by Ralph Lauren(R), Calvin
Klein(R), men's and women's underwear, men's accessories, and men's,
women's, junior women's and children's jeans and A.B.S. by Allen B.
Schwartz(R) sportswear, and Penhaligon's(R) fragrances.
Exhibit (a)(9)
CONTACT: Linda J. Wachner Lawrence A. Rand
212-370-8204 Wendi Kopsick
Adam Weiner
William S. Finkelstein Kekst & Company
212-370-8287 212-521-4800
FOR IMMEDIATE RELEASE
WARNACO GROUP COMPLETES AUTHENTIC FITNESS ACQUISITION
NEW YORK, NY, DECEMBER 16, 1999- The Warnaco Group, Inc. (NYSE: WAC)
announced today that it has completed its acquisition of Authentic Fitness
Corporation by merging a wholly owned subsidiary of Warnaco with Authentic
Fitness. As a result of the merger, Authentic Fitness has become a wholly
owned Warnaco subsidiary. Earlier today, Warnaco announced that its
subsidiary had acquired approximately 96.95% of the Authentic Fitness
shares pursuant to a tender offer at $20.80 per Authentic Fitness share
that expired yesterday at midnight.
As a result of the merger, any Authentic Fitness shares (other than
shares held by persons exercising dissenters rights) not accepted for
payment in connection with the tender offer will be converted into the
right to receive $20.80 per share in cash, upon presentation to The Bank of
New York of appropriate documentation. Within the next few days, The Bank
of New York will mail to non-tendering stockholders materials to be used to
exchange Authentic Fitness stock certificates for such payment.
Questions and requests for assistance with respect to the offer may
be directed to MacKenzie Partners, Inc., the Information Agent for the
offer, at (212) 929-5500 (call toll free) or (800) 322-2885, or to J.P.
Morgan & Co., the Dealer Manager for the offer, at (877) 576-0605 (call
toll free).
Authentic Fitness is the Los Angeles based manufacturer and seller of
Speedo(R) wearing apparel, swimwear and accessories, and owns and operates
Speedo(R) Authentic Fitness(R) stores in the United States and Canada.
Authentic Fitness also markets directly and through its licensees swimwear,
apparel and accessories under the Anne Cole(R), Catalina(R), Cole of
California(R), Sunset Beach(R), Oscar de La Renta(R), Ralph Lauren(R), Polo
Sport(R), and other brand names.
The Warnaco Group Inc. headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear and accessories sold
under such brands as Warner's(R), Olga(R), Van Raalte(R), Lejaby(R), Weight
Watchers(R), Bodyslimmers(R), IZKA(R), Chaps by Ralph Lauren(R), Calvin
Klein(R), men's and women's underwear, men's accessories, and men's,
women's, junior women's and children's jeans and A.B.S. by Allen B.
Schwartz(R) sportswear, and Penhaligon's(R) fragrances.
Exhibit (c)(2)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing
with each of A Acquisition Corp., a Delaware corporation, The Warnaco
Group, Inc., a Delaware corporation, and Authentic Fitness Corporation, a
Delaware corporation, on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock, par
value $.001 per share, of Authentic Fitness Corporation, and that this
Agreement be included as an Exhibit to such joint filing. This Agreement
may be executed in any number of counterparts all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 16th day of December, 1999.
THE WARNACO GROUP, INC.
By: /s/ STANLEY P. SILVERSTEIN
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Name: Stanley P. Silverstein
Title: Vice President and General Counsel
A ACQUISITION CORP.
By: /s/ STANLEY P. SILVERSTEIN
----------------------------------------
Name: Stanley P. Silverstein
Title: Vice President
AUTHENTIC FITNESS CORPORATION
By: /s/ MICHAEL P. MCHUGH
----------------------------------------
Name: Michael P. McHugh
Title: Senior Vice President and Chief
Financial Officer
Date: December 16, 1999
