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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
February 27, 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 10
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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
318,500
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 952,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 318,500
WITH
10. SHARED DISPOSITIVE POWER
952,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the Common Stock, par value $.001 per share (the "Common Stock"), of Authentic
Fitness Corporation, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 6040 Bandini Boulevard,
Commerce, California 90040.
Item 2. Identity and Background
The Statement is being filed by John J. Lattanzio, a United
States citizen, in his capacity as (i) an individual holder of Common Stock,
(ii) 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. Mr. Lattanzio is sometimes
referred to herein as the "Reporting Person." The business office of the
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 the
Reporting Person serves as discretionary investment manager (collectively, the
"Managed Accounts") and by Mr. Lattanzio directly.
The Reporting Person has 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 Person has not been
a party to a civil proceeding of a judicial or
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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
The Managed Accounts and Mr. Lattanzio expended an aggregate
of approximately $15,503,199.51 (including brokerage commissions, if any) to
purchase the 1,249,200 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.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock
by the Reporting Person is for investment. The Reporting Person 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 Person is engaged in the investment business. In
pursuing this business, the Reporting Person analyzes the operations, capital
structure and markets of
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companies in which he invests, 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 Person
does not believe he possesses material inside information concerning the
Company. From time to time, the Reporting Person may hold discussions with
third parties or with management of such companies in which the Reporting
Person 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 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 Person does not intend to seek control of the Company or
participate in the management of the Company.
Except as set forth above, the Reporting Person does 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 Person may, at any time, review or reconsider
his position with respect to the Company and formulate
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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 (a)-(b) On the date of this
Statement:
Mr. Lattanzio has beneficial ownership for purposes of
Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership")
of 1,271,200 shares of Common Stock by virtue of his position as (i) an
individual holder of Common Stock (318,500 shares of Common Stock or 1.42%),
(ii) the controlling member of LG (877,700 shares of Common Stock or
3.92%), and (iii) a discretionary investment manager of his minor child's
investment account (75,000 shares of Common Stock or 0.33%). Such shares
represent 5.68% 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 another individual that
is the remaining managing member of 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 during the past 60 days are set forth in Schedule I hereto.
All such transactions were completed through the New York Stock Exchange.
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(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 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
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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.
March 10, 1997.
/s/ John J. Lattanzio
John J. Lattanzio
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Schedule I
Trade Date # of Shares Price Per Share Commission Per Share
12/30/96 2,000 11.4375 0.05
15,000 11.3417 0.05
2,000 11.3750 0.06
12/31/96 8,000 11.2500 0.05
3,000 11.7500 0.06
1/2/97 1,000 11.7500 0.06
1/3/97 4,200 11.6250 0.06
(4,200) 11.6250 0.06
1/6/97 (2,100) 11.8750 0.05
1/7/97 1,000 12.0000 0.05
1/9/97 1,000 12.0000 0.05
1/15/97 1,000 11.6250 0.06
1/16/97 (5,000) 11.5000 0.05
(20,000) 11.5625 0.05
1,500 11.7500 0.06
10,000 11.7438 0.05
1/17/97 2,500 12.1250 0.05
(4,000) 12.1875 0.05
10,000 12.2500 0.05
3,000 12.2500 0.06
1/20/97 (2,000) 12.2500 0.05
2/3/97 1,000 11.8750 0.05
2/5/97 2,000 11.6250 0.06
2/6/97 (15,000) 11.7500 0.06
(500) 11.7500 0.04
2,000 11.8750 0.06
2/7/97 1,000 12.2500 0.06
3,500 12.1250 0.05
2/10/97 (1,700) 12.3750 0.05
1,000 12.2500 0.06
1,500 12.2500 0.05
2/11/97 1,000 12.5000 0.05
2/12/97 3,500 12.4107 0.05
2/13/97 (2,000) 12.6250 0.05
2,500 12.6250 0.05
2/14/97 3,000 12.5000 0.06
800 12.5000 0.06
2/18/97 (9,100) 12.8750 0.06
5,000 13.0000 0.05
2/19/97 (2,000) 13.1250 0.05
1,000 13.0000 0.06
2/20/97 1,100 13.0000 0.05
2/21/97 500 12.6250 0.06
500 12.6250 0.05
2/24/97 600 12.3750 0.05
1,000 12.5000 0.05
2/25/97 (9,500) 12.2630 0.06
2,500 12.2500 0.06
1,000 12.2500 0.06
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2/26/97 (12,500) 12.3500 0.06
4,500 12.3340 0.06
600 12.2500 0.06
1,000 12.3750 0.06
2/27/97 6,000 12.9792 0.05
5,000 13.0000 0.05
15,000 13.2313 0.06
10,000 13.2313 0.06
17,000 12.9010 0.06
6,000 12.9583 0.06
52,000 13.2313 0.06
2/28/97 10,000 14.4292 0.06
5,000 14.0000 0.06
8,000 13.9063 0.05
5,000 14.0000 0.05
5,000 14.4292 0.06
100 13.7500 0.06
3/3/97 9,200 14.6658 0.06
3/4/97 6,000 14.7854 0.06
(20,000) 14.7500 0.06
3,500 14.5536 0.05
3/5/97 2,500 14.3750 0.06
7,500 14.3330 0.06
3/6/97 2,000 14.1250 0.05
(25,000) 14.5000 0.05
3/7/97 15,000 13.6250 0.06
9,000 13.8750 0.07
1,000 13.7500 0.07
10,000 13.6250 0.07
10,000 13.7500 0.07
