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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Authentic Fitness Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
052661105
(CUSIP Number)
John J. Lattanzio
Lattanzio Group, LLC
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)
August 14, 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 [ ].
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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
617,000
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,558,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 617,000
WITH
10. SHARED DISPOSITIVE POWER
1,558,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,175,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.70%
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, LLC
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 1,558,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,558,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,558,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.95%
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 1,558,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,558,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,558,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.95%
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 International, Ltd.
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
Cayman Islands
7. SOLE VOTING POWER
921,650
8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 921,650
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
921,650
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.11%
14. TYPE OF REPORTING PERSON*
OO
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This statement amends and supplements the information set
forth in the Schedule 13D (the "Schedule 13D") initially filed by Reporting
Persons with the Securities and Exchange Commission (the "Commission") on March
10, 1997, as amended by Amendment No. 1 filed with the Commission on April 4,
1997, as amended by Amendment No. 2 filed with the Commission on May 1, 1997 and
constitutes Amendment No. 3 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,
LLC ("LG"), a discretionary investment manager to managed accounts, and (iii) a
discretionary investment manager of his minor child's investment account, (B)
LG, (C) Michael J. Linn, a United States citizen, in his capacity as one of the
two managers of LG and (D) Lattanzio International, Ltd. ("International") a
corporation for which LG acts as discretionary investment manager. Mr.
Lattanzio, LG, Mr. Linn and International are sometimes referred to herein as
the "Reporting Persons." The business office of each Reporting Person other than
International is located at 277 Park Avenue,
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27th Floor, New York, NY 10172 and the business office of International is
located c/o Hemisphere Fund Managers Limited at PO Box 30362 SMB, Harbour
Centre, George Town, Grand Cayman, Cayman Islands.
The shares of Common Stock which are the subject of this
Statement are held directly by the managed accounts (including International)
for which LG or Mr. Lattanzio serves as discretionary investment manager
(collectively, the "Managed Accounts").
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 $29,334,054.68 (including brokerage commissions, if any) to
purchase the 2,175,400 shares of Common
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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 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
2,175,400 shares of Common Stock by virtue of his position as (i) an individual
holder of Common Stock (537,000 shares of Common Stock or 2.40%), (ii) one of
two managers and the controlling member of LG (1,558,400 shares of Common Stock
or 6.95%), and (iii) a discretionary investment manager of his minor child's
investment account (80,000 shares of Common Stock or 0.36%). Such shares
represent 9.70% 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.
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(ii) LG has Beneficial Ownership of 1,558,400 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 6.95% 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 1,558,400 shares of
Common Stock by virtue of his position as one of the two managers of LG. Such
shares represent 6.95% 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.
(iv) International has sole Beneficial Ownership of 921,650
shares of Common Stock, which are included in the number of shares of Common
Stock that are Beneficially Owned by Mr. Lattanzio, LG and Mr. Linn. Such shares
represent 4.11% of the issued and outstanding Common Stock.
The percentages used herein are calculated based upon the
22,419,730 shares of Common Stock stated to be issued and outstanding as of May
15, 1997, as reflected in the Company's Quarterly Report on Form 10-Q for the
three months ended April 5, 1997.
(c) The trading dates, number of shares purchased or sold and
price per share (including commissions, if any) for all
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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. In addition, as of August 14, 1997, International transferred an
aggregate of 235,800 shares of Common Stock to two new Managed Accounts in
connection with a reorganization of owners of the two new Managed Accounts. The
owners of the two new Managed Accounts (which are affiliated with each other)
had an indirect economic interest in the shares of Common Stock through
International. Mr. Lattanzio, Mr. Linn and LG continue to be the Beneficial
Owners of the 235,800 shares of Common Stock now held in the two new Managed
Accounts.
(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. International 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.
(e) Effective August 14, 1997, International ceased to be the
Beneficial Owner of more than 5% of the outstanding
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shares of Common Stock as a result of the transfer of 235,800 shares of Common
Stock to two new Managed Accounts in connection with a reorganization of owners
of the two new Managed Accounts. The owners of the two new Managed Accounts
(which are affiliated with each other) had an indirect economic interest in the
shares of Common Stock through International. Mr. Lattanzio, Mr. Linn and LG
continue to be the Beneficial Owners of the 235,800 shares of Common Stock now
held in the two new Managed Accounts.
Item 7. Material to be Filed as Exhibits
Exhibit 99: Joint Filing Agreement among the Reporting
Persons (Incorporated by reference to
Exhibit 99 contained in Amendment No. 2 to
the Schedule 13D)
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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.
August 14, 1997.
LATTANZIO INTERNATIONAL, LTD.
By: Hemisphere Fund Managers Limited
By: /s/ Margaret Every
Name: Margaret Every
Title: Vice President
LATTANZIO GROUP, LLC
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 # of Shares Price Per Share Commission Per Share
---- ----------- --------------- --------------------
6/9/97 1,000 12.8750 0.06
6/12/97 2,000 13.1250 0.05
6/13/97 1,000 13.1250 0.06
6/19/97 1,000 12.8750 0.06
6/20/97 1,000 13.2500 0.06
41,000 12.4630 0.05
(14,000) 12.2500 0.05
6/23/97 25,000 12.3600 0.05
6/25/97 10,000 12.5500 0.05
6/26/97 2,000 12.8750 0.05
6/30/97 11,800 12.7250 0.05
7/1/97 2,000 12.7500 0.05
7/2/97 3,000 12.0900 0.05
7/3/97 (10,000) 12.3750 0.05
7/7/97 (10,000) 12.6250 0.05
7/8/97 38,000 12.7451 0.05
10,000 13.0625 0.05
1,000 12.8750 0.05
7/9/97 9,000 13.0630 0.05
7/10/97 500 13.1250 0.05
7/11/97 2,000 12.5625 0.06
(5,000) 12.7500 0.06
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Date # of Shares Price Per Share Commission Per Share
---- ----------- --------------- --------------------
7/14/97 15,000 12.3190 0.05
(12,000) 12.3750 0.05
7/15/97 1,000 12.5000 0.05
7/16/97 8,000 12.3125 0.06
(5,000) 12.1250 0.06
7/17/97 1,000 11.6250 0.05
7/18/97 1,000 11.0000 0.06
7/22/97 1,000 11.8125 0.05
7/24/97 1,500 11.9375 0.05
7/25/97 1,000 12.0000 0.05
1,000 11.9375 0.06
7/28/97 1,500 11.8540 0.06
7/29/97 32,000 11.5820 0.04
(32,000) 11.5000 0.04
7/30/97 1,000 11.6875 0.06
7/31/97 1,000 11.3125 0.06
8/1/97 2,000 11.7969 0.06
8/4/97 3,500 11.9732 0.06
8/5/97 4,000 12.2250 0.05
8/6/97 2,000 12.1875 0.05
8/7/97 14,000 12.4375 0.05
8/11/97 4,000 12.7130 0.05
8/12/97 1,000 13.2500 0.06
8/13/97 3,000 13.4890 0.05
