<PAGE>
<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
March 21, 1997
Date of Report (Date of earliest event reported)
------------------------
AUTHENTIC FITNESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
COMMISSION FILE NUMBER 1-11202
<TABLE>
<S> <C>
DELAWARE 95-4268251
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
6040 BANDINI BOULEVARD
COMMERCE, CALIFORNIA 90040
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(213) 726-1262
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
AUTHENTIC FITNESS CORPORATION
90 PARK AVENUE
26TH FLOOR
NEW YORK, NEW YORK 10016
ATTENTION: GENERAL COUNSEL
________________________________________________________________________________
<PAGE>
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On March 21, 1997, Ernst & Young LLP notified the Company of its
decision to decline to stand for reappointment as the Company's independent
auditors. Ernst & Young LLP and its predecessor firms had served as the
Company's independent auditors since 1991. None of the reports issued by Ernst &
Young LLP on the financial statements for the Company's last two fiscal years
ended July 6, 1996 and July 1, 1995 contained an adverse opinion or disclaimer
of opinion nor were the reports modified or qualified as to any uncertainty,
audit scope or accounting principles.
During the two fiscal years ended July 6, 1996 and through March 21, 1997,
the Company has not had any disagreement with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, auditing
scope or procedure which disagreements, if not resolved to the satisfaction of
Ernst & Young LLP, would have caused it to make reference to the subject matter
of the disagreement in connection with its reports.
During the two most recent fiscal years ended July 6, 1996 and July 1,
1995, Ernst & Young LLP informed the Company that it had noted certain matters
involving the Company's internal control structure and its operation that were,
in the opinion of Ernst & Young LLP, a reportable event as defined in Regulation
S-K Item 304(a)(1)(v). The Company has taken actions which it believes have
effectively addressed these matters and has so advised Ernst & Young LLP.
On March 26, 1997, the Audit Committee of the Board of Directors of the
Company recommended that the Company engage Price Waterhouse LLP as the
Company's independent auditors. The Board of Directors approved the
recommendation of the Audit Committee and the Company engaged Price Waterhouse
LLP as its independent auditors effective March 26, 1997.
ITEM 7. EXHIBITS.
16.1 Letter of Ernst & Young LLP
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUTHENTIC FITNESS CORPORATION
<TABLE>
<S> <C>
Date: March 27, 1997 By: /s/ WALLIS H. BROOKS
.........................................................
WALLIS H. BROOKS
Senior Vice President
and Chief Financial Officer
</TABLE>
3
<PAGE>
<PAGE>
EXHIBIT 16.1
ERNST & YOUNG LLP
March 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 21, 1997 of Authentic Fitness
Corporation and are in agreement with the statements contained in the first two
paragraphs and the first sentence of the third paragraph therein. We have no
basis to agree or disagree with the last sentence of the third paragraph or with
the statements made in the fourth paragraph contained therein.
Very truly yours,
ERNST & YOUNG LLP
