SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
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)
February 19, 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: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
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*
PF
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 8 SHARED VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,336,462
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per
share, of Authentic Fitness. The principal executive offices of the
Company are located at 6040 Bandini Boulevard, Commerce, CA 90040
and 90 Park Avenue, New York, NY 10016.
Item 2. Identity and Background.
(a)-(c) This statement is filed on behalf of Linda J. Wachner,
Chairman of the Board and President of Authentic Fitness. Authentic
Fitness designs, manufacturers and markets swimwear, swim
accessories, active fitness apparel, outerwear, activewear and
skiwear under a variety of brand names. Mrs. Wachner also serves as
Chairman of the Board, President and Chief Executive Officer of The
Warnaco Group, Inc. ("Warnaco"). Warnaco designs, manufactures and
markets a broad line of women's intimate apparel and men's apparel
and accessories sold under a variety of internationally recognized,
owned and licensed brand names. Mrs. Wachner's principal business
address is The Warnaco Group, Inc., 90 Park Avenue, New York, New
York 10016.
(d)-(e) During the last five years, Mrs. Wachner has not been
(i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) 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.
(f) Mrs. Wachner is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 3,336,462 Shares beneficially owned by Mrs. Wachner:
(i) 1,762,462 Shares were acquired by Mrs. Wachner during 1990
for an aggregate consideration of approximately $1,304,153 in cash.
The source of the consideration was personal funds.
(ii) 24,000 Shares were acquired by Mrs. Wachner in 1992 for an
aggregate of $168,000 in cash. The source of the consideration was
personal funds.
(iii) 1,550,000 Shares are purchasable upon the exercise of
Authentic Fitness employee stock options held by Mrs. Wachner.
Item 4. Purpose of Transaction.
Mrs. Wachner holds her Shares for investment purposes. Mrs.
Wachner intends, however, to continue to review her investment in
Authentic Fitness on the basis of various factors, including
Authentic Fitness' businesses, results of operations, financial
condition and future prospects, conditions in the securities market
and general economic and industry conditions. Based upon such
review, Mrs. Wachner will take such actions as she may deem
appropriate in light of the circumstances existing from time to
time. In this connection, Mrs. Wachner may, subject to market
conditions and other factors that she deems relevant, (i) purchase
or otherwise acquire additional Shares from time to time in the open
market, in privately negotiated transactions or otherwise, or (ii)
sell or otherwise dispose of, Shares beneficially owned, whether now
or in the future, from time to time in the open market, in privately
negotiated transactions to one or more purchasers or otherwise.
Except as disclosed herein, Mrs. Wachner has not at the present
time formulated any plans or proposals of the type referred to in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mrs. Wachner beneficially owns an aggregate of 3,336,462
Shares which would have represented 13.9% of all Shares which would
have been issued and outstanding as of January 31, 1997 (based on
the Form 10-Q of the Company for the quarterly period ended January
4, 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.
Except as set forth in this Item 5(a), 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.
(c) Effective February 19, 1997, Mrs. Wachner was issued
500,000 Authentic Fitness stock options. Such options have an
exercise price of $13 per share and are 100% vested. Except as
stated above Mrs. Wachner has had no other transactions effected in
the past sixty 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.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mrs. Wachner and any
person with respect to any securities of Authentic Fitness,
including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profit, division of
profit or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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: February 27, 1997
By: /s/ Linda J. Wachner
______________________________
Linda J. Wachner
