<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 29, 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
341,200
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,569,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 341,200
WITH
10. SHARED DISPOSITIVE POWER
1,569,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.89%
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 1,569,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,569,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,569,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.01%
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 1,569,400
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
1,569,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,569,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.01%
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
1,164,550
8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,164,550
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,550
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.20%
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 and constitutes Amendment No. 2 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, (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, 27th Floor, New York, NY 10172 and the business office of
International is located c/o Hemisphere Fund Managers Limited at
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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 $26,658,457.43 (including brokerage commissions, if any) to
purchase the 1,990,600 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
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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 1,990,600 shares of Common Stock by virtue of his position as (i) an
individual holder of Common Stock (341,200 shares of Common Stock or
1.52%), (ii) one of two managers and the controlling member of LG
(1,569,400 shares of Common Stock or 7.01%), 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 8.94% 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 1,569,400 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
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Common Stock. Such shares represent 7.01% 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 1,569,400 shares
of Common Stock by virtue of his position as one of the two managers of LG.
Such shares represent 7.01% 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 1,164,550
shares of Common Stock, which are included in the number of shares of Common
Stock that are Benficially Owned by Mr. Lattanzio, LG and Mr. Linn. Such
shares represent 5.20% of the issued and outstanding Common Stock.
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 last filing of the 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
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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) 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.
May 1, 1997.
LATTANZIO INTERNATIONAL, LTD.
By: Hemisphere Fund Managers Limited
By: /s/ Margaret Every
Name: Margaret Every
Title: Vice President
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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<TABLE>
<CAPTION>
Schedule I
Date No. of Shares Price Per Commission Per Share
Share
<S> <C> <C> <C>
4/4/97 85,000 14.3060 0.04
4/7/97 (7,500) 15.2500 0.05
3,500 15.0000 0.05
4/8/97 5,000 14.5000 0.05
4,000 14.6250 0.05
15,000 14.4710 0.06
4/9/97 10,000 14.4250 0.06
(38,000) 15.0066 0.05
10,000 14.5000 0.06
4/10/97 3,000 15.6880 0.06
4/11/97 2,500 15.4500 0.06
1,500 15.3333 0.06
2,500 15.6250 0.05
4/14/97 2,500 15.3750 0.05
4/15/97 2,200 15.6250 0.05
2,000 15.6250 0.06
4/16/97 4,000 15.4375 0.05
26,700 15.2770 0.04
4/17/97 1,000 15.3750 0.05
(7,000) 15.7500 0.05
(50,000) 15.4000 0.04
4/18/97 (8,000) 16.0547 0.05
(20,000) 16.0000 0.04
4/21/97 1,400 15.5000 0.05
1,000 15.7500 0.04
4/22/97 20,000 15.0125 0.06
2,000 15.6250 0.06
5,000 15.0000 0.06
30,000 15.4750 0.04
4/23/97 10,000 14.8750 0.06
26,800 15.3647 0.05
16,000 15.3200 0.06
1,000 15.6250 0.05
4/24/97 5,000 15.7500 0.06
4/25/97 1,000 14.8750 0.05
2,000 14.8750 0.06
4/28/97 10,100 14.0000 0.06
4/29/97 15,000 14.1917 0.05
40,000 14.0469 0.05
6,700 14.1250 0.07
33,300 14.2500 0.07
4/30/97 2,500 14.1250 0.06
20,000 14.3313 0.06
25,000 14.4850 0.05
8,000 14.0313 0.05
50,000 14.2960 0.06
10,000 14.5000 0.06
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Exhibit Index
Exhibit Page No.
Exhibit 99: Joint Filing Agreement, dated
May 1, 1997, among Lattanzio Group, L.L.C., John J.
Lattanzio, Michael J. Linn and Lattanzio
International, Ltd.
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EXHIBIT 99
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D dated May 1, 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.
May 1, 1997.
LATTANZIO INTERNATIONAL, LTD. /s/ John J. Lattanzio
John J. Lattanzio
By: Hemisphere Fund Managers
Limited
/s/ Michael J. Linn
Michael J. Linn
By: /s/ Margaret Every
Name: Margaret Every
Title: Vice President
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
