Rule 424(b)(3)
File No. 333-2436
SUPPLEMENT TO PROSPECTUS
Offer for All Outstanding 10% Senior Notes Due 2006
in Exchange for Series B 10% Senior Notes Due 2006
of
G-I HOLDINGS INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JULY 3, 1996
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G-I Holdings Inc. ("G-I Holdings") hereby supplements its Prospectus dated
June 5, 1996 (the "Prospectus"), relating to its offer to exchange $1,000
principal amount of its Series B 10% Senior Notes due 2006 for each $1,000
principal amount of its 10% Senior Notes due 2006 (the "Exchange Offer"), as
follows:
On June 27, 1996, the United States Court of Appeals for the Third Circuit
(the "Third Circuit") issued an order denying the motion of GAF Corporation
("GAF") for a rehearing en banc of the decision by a three-judge panel of the
Third Circuit, which concluded that the pending class action settlement of
future asbestos bodily injury claims (the "Settlement") was not certifiable as a
class action. The three-judge panel had reversed the decision of the lower court
which (i) found the Settlement fair and reasonable and (ii) issued a preliminary
injunction enjoining members of the class from proceeding with their claims
other than in accordance with the Settlement. The Company intends to pursue a
continuation of the preliminary injunction and an appeal of the Third Circuit's
decision to the United States Supreme Court. The Company continues to believe
the Settlement should ultimately be upheld on appeal, although there can be no
assurance in this regard.
For further information regarding asbestos claims against GAF, reference is
made to "Risk Factors--Asbestos Claims Filed Against GAF" and "Legal
Proceedings--Asbestos Claims Filed Against GAF" contained in the Prospectus,
which are incorporated by reference herein.
The terms and conditions of the Exchange Offer remain unchanged.
June 28, 1996
