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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Authentic Fitness Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
052661105
(CUSIP Number)
John J. Lattanzio
Lattanzio Group, L.L.C.
277 Park Avenue, 27th Floor
New York, New York
10172
(212) 350-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 1997
(Date of Event which Requires Filing 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 [ ].
Page 1 of 15
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SCHEDULE 13D
CUSIP No. 052661105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John J. Lattanzio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
268,500
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,330,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 268,500
WITH
10. SHARED DISPOSITIVE POWER
1,330,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,598,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.14%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 052661105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lattanzio Group, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,290,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,290,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
14. TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP No. 052661105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Linn
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,290,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,290,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
14. TYPE OF REPORTING PERSON*
IN
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This statement amends and supplements the information set
forth in the Schedule 13D filed by John J. Lattanzio with the Securities and
Exchange Commission (the "Commission") on March 10, 1997 and constitutes
Amendment No. 1 to the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning assigned to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is revised and amended in
its entirety as set forth below:
The Statement is being filed by (A) John J. Lattanzio, a
United States citizen, in his capacity as (i) an individual holder of
Common Stock, (ii) one of two managers and the controlling member of
Lattanzio Group, L.L.C. ("LG"), a discretionary investment manager to managed
accounts, and (iii) a discretionary investment manager of his minor child's
investment account, (B) LG, and (C) Michael J. Linn, a United States
citizen, in his capacity as one of the two managers of LG. Mr. Lattanzio, LG
and Mr. Linn are sometimes referred to herein as the "Reporting Persons." The
business office of each Reporting Person is located at 277 Park Avenue, 27th
Floor, New York, NY 10172.
The shares of Common Stock which are the subject of this
Statement are held directly by the managed accounts for which LG or Mr.
Lattanzio serves as discretionary investment manager (collectively, the "Managed
Accounts") and by Mr. Lattanzio directly.
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The Reporting Persons have not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, the Reporting Persons have not
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.
Item 3. Sources and Amounts of Funds or Other Consideration
Item 3 of the Schedule 13D is revised and amended in its
entirety as set forth below:
The Managed Accounts and Mr. Lattanzio expended an aggregate
of approximately $20,574,026.28 (including brokerage commissions, if any) to
purchase the 1,598,900 shares of Common Stock held by them. The shares of
Common Stock held by the Managed Accounts and Mr. Lattanzio may be held
through margin accounts with brokers, which extend margin credit to the
Managed Accounts and Mr. Lattanzio, as the case may be, as and when
required to open or carry positions in the margin account, subject to
applicable Federal margin regulations, stock exchange rules and the firm's
credit policies. The positions held in this margin account are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
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Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is revised and amended in
its entirety as set forth below:
The purpose of the acquisition of the shares of Common Stock
by the Reporting Persons is for investment. The Reporting Persons may make
further purchases of Common Stock from time to time and may dispose of any or
all of the shares of Common Stock at any time.
The Reporting Persons are engaged in the investment
business. In pursuing this business, the Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation
of management). The Reporting Persons do not believe they possesses material
inside information concerning the Company. From time to time, the Reporting
Persons may hold discussions with third parties or with management of such
companies in which the Reporting Persons may suggest or take a position with
respect to potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder value.
Such suggestions or positions may relate to one or more of the
transactions specified in clauses (a) through (j) of Item 4 of the Schedule
13D, including, without limitation, such matters as disposing of or selling
all or a portion of the
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company or acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting certain types of
anti-takeover measures and restructuring the company's capitalization
or dividend policy. However, the Reporting Persons do not intend to seek
control of the Company or participate in the management of the Company.
Except as set forth above, the Reporting Persons do not have
any present plans or proposals that relate to or would result in any of the
actions required to be described in Item 4 of Schedule 13D.
The Reporting Persons may, at any time, review or reconsider
their position with respect to the Company and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so. Item
5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is revised and amended in
its entirety as set forth below:
(a)-(b) On the date of this Statement:
(i) Mr. Lattanzio has beneficial ownership for purposes
of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") of 1,598,900 shares of Common Stock by virtue of his position as
(i) an individual holder of Common Stock (268,500 shares of Common Stock or
1.20%), (ii) one of two managers and the controlling member of LG (1,290,400
shares of Common Stock or 5.76%), and (iii) a discretionary investment
manager of his minor child's investment account (40,000 shares of
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Common Stock or 0.18%). Such shares represent 7.14% of the issued and
outstanding Common Stock. Mr. Lattanzio shares voting power and dispositive
power with respect to the shares of the Common Stock under LG management with
Mr. Linn.
(ii) LG has Beneficial Ownership of 1,290,400 shares
of Common Stock by virtue of its position as discretionary investment manager
to, the Managed Accounts (other than Mr. Lattanzio's minor child's
managed account)holding such shares of Common Stock. Such shares represent
5.76% of the issued and outstanding Common Stock. LG shares voting power
and dispositive power over such shares with Mr. Lattanzio and Mr. Linn.
(iii) Mr. Linn has Beneficial Ownership of 1,290,400 shares
of Common Stock by virtue of his position as one of the two managers of LG.
Such shares represent 5.76% of the issued and outstanding Common Stock. Mr.
Linn shares voting power and dispositive power over these shares of Common
Stock with Mr. Lattanzio and LG.
The percentages used herein are calculated based upon
the 22,389,730 shares of Common Stock stated to be issued and outstanding
as of January 31, 1997, as reflected in the Company's amended Quarterly Report
on Form 10-Q/A for the three months ended January 4, 1997.
(c) The trading dates, number of shares purchased or sold
and price per share (including commissions, if any) for all transactions
by the Reporting Persons since the filing of the
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Schedule 13D are set forth in Schedule I hereto. All such transactions
were completed through the New York Stock Exchange.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
of sale of shares of Common Stock, except that the respective shareholders,
partners or owners as relevant, of the Managed Accounts have the right to
participate in the receipt of dividends from or proceeds for the sale of, the
shares of Common Stock held for their respective accounts.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 99: Joint Filing Agreement among the Reporting
Persons.
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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.
April 4, 1997.
LATTANZIO GROUP, L.L.C.
By: /s/ John J. Lattanzio
Name: John J. Lattanzio
Title: Principal Manager
By: /s/ Michael J. Linn
Name: Michael J. Linn
Title: Manager
/s/ John J. Lattanzio
John J. Lattanzio
/s/ Michael J. Linn
Michael J. Linn
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Schedule I
Date Shares Purchased/ Price Per Share Commission Paid
(Sold) ($) ($)
3/6/97 (7,000) 14.5357 0.05
3/11/97 9,800 13.8712 0.05
1,000 13.7500 0.06
3/12/97 4,500 14.2778 0.05
5,000 14.2500 0.06
3/13/97 5,000 14.1250 0.05
500 14.1250 0.05
5,000 14.1250 0.06
3/14/97 (20,000) 14.3750 0.05
7,000 14.7143 0.05
1,000 14.2500 0.05
(31,500) 14.7500 0.05
2,000 15.1250 0.06
3/17/97 4,000 14.9688 0.05
1,000 15.1250 0.06
3/18/97 (20,000) 15.0000 0.06
700 15.1250 0.04
2,000 15.1250 0.05
3/19/97 1,500 15.6250 0.05
2,000 15.6250 0.05
3/20/97 3,000 16.0417 0.05
2,000 16.0000 0.06
(20,000) 16.1875 0.05
(25,000) 15.5000 0.07
(30,000) 15.7238 0.05
3/21/97 5,000 16.1250 0.05
1,400 15.8750 0.05
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10,000 16.1250 0.06
(10,000) 16.0000 0.07
3/24/97 2,000 15.7500 0.06
3/25/97 2,000 15.6250 0.05
3/26/97 4,000 15.5938 0.06
3,000 15.6250 0.05
(20,000) 15.6250 0.04
3/27/97 5,000 15.5000 0.05
3/31/97 16,800 14.6990 0.06
4/1/97 50,000 14.7850 0.06
75,000 14.5000 0.06
4/2/97 250,000 13.8540 0.06
4/3/97 10,000 13.8750 0.06
20,000 13.8750 0.06
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Exhibit Index
Exhibit Page No.
Exhibit 99: Joint Filing Agreement, dated
April 4, 1997, among Lattanzio Group, L.L.C.,
John J. Lattanzio and Michael J. Linn
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EXHIBIT 99
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D dated April 4, 1997 with respect to the Common Stock of
Authentic Fitness Corporation is, and any amendments thereto signed by each
of the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of
which shall for all purposes be deemed to be an original and all of which
shall constitute one and the same instrument.
April 4, 1997.
LATTANZIO GROUP, L.L.C.
By: /s/ John J. Lattanzio
Name: John J. Lattanzio
Title: Principal Manager
By: /s/ Michael J. Linn
Name: Michael J. Linn
Title: Manager
/s/ John J. Lattanzio
John J. Lattanzio
/s/ Michael J. Linn
Michael J. Linn
