SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
Authentic Fitness Corporation
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
052661 10 5
(CUSIP Number)
Linda J. Wachner
Authentic Fitness Corporation
90 Park Avenue
New York, NY 10016
Telephone: (212) 370-8455
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 1997
(Date of Event which Requires Filing of 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 statement because of Rule d-1(b)(3) or (4), check the following
box: [ ]
CUSIP No. 052661 10 5
- ----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Linda J. Wachner
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ----------------------------------------------------------------------------
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 of America
- ----------------------------------------------------------------------------
7 SOLE VOTING POWER
3,336,462
NUMBER OF
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING ----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,586,462
----------------------------------
10 SHARED DISPOSITIVE POWER
None
- ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,336,462
- ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES |_|
- ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.9%
- ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------
Linda J. Wachner hereby amends and supplements her Statement on
Schedule 13D, initially filed on February 20, 1996 (the "Schedule 13D"),
with respect to the common stock, par value $.001 per share (the "Shares"),
of Authentic Fitness Corporation, a Delaware corporation (the "Company" or
"Authentic Fitness").
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
(a) Mrs. Wachner beneficially owns an aggregate of 3,336,462 Shares
which represents 13.9% of all Shares which would have been issued and
outstanding as of May 15, 1997 (based on the Form 10-Q of the Company for
the quarterly period ended April 5, 1997), assuming the exercise of all
Company employee stock options held by Mrs. Wachner. The 3,336,462 Shares
beneficially owned by Mrs. Wachner include 1,550,000 Shares purchasable
upon the exercise of Company employee stock options held by Mrs. Wachner
and 750,000 Shares held by The Linda J. Wachner 1997 Charitable Remainder
Unitrust (the "Trust") established pursuant to a Trust Agreement, dated as
of May 28, 1997 (the "Trust Agreement"). Mrs. Wachner is a Trustee of the
Trust.
Except as set forth in this Item 5, Mrs. Wachner does not
beneficially own any Shares. Mrs. Wachner disclaims that she is a member of
a group with any other holder or holders of Shares.
(b) Mrs. Wachner has the sole right to vote and dispose of all Shares
beneficially owned by her except for the 750,000 Shares held by the Trust.
As a Trustee of the Trust, Mrs. Wachner has the sole power to vote the
750,000 Shares held by the Trust. Any decision with respect to the
disposition of the 750,000 Shares can only be made by a Special Trustee.
(c) Pursuant to the Trust Agreement, on May 28, 1997, Mrs. Wachner
transferred 750,000 Shares to the Trust. Except for the foregoing, Mrs.
Wachner engaged in no transactions in Shares during the past 60 days.
(d) Mrs. Wachner has the sole right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, all Shares
that she beneficially owns other than the 750,000 Shares held by the Trust.
(e) Inapplicable.
SIGNATURES
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.
Dated: June 3, 1997
By: /s/ LINDA J. WACHNER
Linda J. Wachner
