SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 4
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)
March 9, 1998
(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 13d-1(b)(3) or (4), check the
following box: [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act, but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 052661 10 5
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Linda J. Wachner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( ) (b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, SC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
3,836,462
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,086,462
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,836,462
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16%
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14 TYPE OF REPORTING PERSON*
IN
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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"). Unless otherwise indicated herein, each capitalized
term used and not defined herein shall have the meaning assigned to such
term in the Schedule 13D.
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 3,836,462 Shares
which represents approximately 16% of the 24,021,999 Shares issued and
outstanding as of the date hereof, assuming the exercise of all Company
employee stock options held by Mrs. Wachner. The 3,836,462 Shares
beneficially owned by Mrs. Wachner include 1,741,900 Shares purchasable
upon the exercise of Company employee stock options held by Mrs. Wachner
and 750,000 Shares held by the Trust. Mrs. Wachner is a Trustee of the
Trust and Russell E. Brooks is the Special Trustee of the Trust. 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 power 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 the Special Trustee.
(c) On March 9, 1998, Mrs. Wachner engaged in the following
transactions with respect to the Shares:
(i) 100,000 employee stock options were exercised at a price of
$8.00 per Share or an aggregate exercise price of $800,000. Of the 100,000
Shares issuable upon the exercise of these options, (A) 38,323 Shares, with
a fair market value on March 9, 1998 of $20.875 per Share or an aggregate
fair market value of $800,000, were withheld to pay the aggregate exercise
price, and (B) 27,754 Shares were withheld to cover related withholding
taxes. Accordingly, as a result of the exercise of these options, the net
number of Shares issued to Mrs. Wachner was 33,923. Pursuant to the terms
of the 1992 Long-term Stock Incentive Plan (the "Plan"), Mrs. Wachner was
also issued 66,077 "reload" options which have an exercise price per Share
of $20.875.
(ii) 200,000 employee stock options were exercised at a
price of $10.875 per Share or an aggregate exercise price of $2,175,000.
Of the 200,000 Shares issuable upon the exercise of these options, (A)
104,192 Shares, with a fair market value on March 9, 1998 of $20.875 per
Share or an aggregate fair market value of $2,175,000, were withheld to pay
the aggregate exercise price, and (B) 43,114 Shares were withheld to cover
related withholding taxes. Accordingly, as a result of the exercise of
these options, the net number of Shares issued to Mrs. Wachner was 52,694.
Pursuant to the terms of the Plan, Mrs. Wachner was also issued 147,306
"reload" options which have an exercise price per Share of $20.875.
(iii) 250,000 employee stock options were exercised at a
price of $15.25 per Share or an aggregate exercise price of $3,812,500. Of
the 250,000 Shares issuable upon the exercise of these options, (A) 182,635
Shares, with a fair market value on March 9, 1998 of $20.875 per Share or
an aggregate fair market value of $3,812,500, were withheld to pay the
aggregate exercise price, and (B) 30,314 Shares were withheld to cover
related withholding taxes. Accordingly, as a result of the exercise of
these options, the net number of Shares issued to Mrs. Wachner was 37,051.
Pursuant to the terms of the 1992 Long-term Stock Incentive Plan (the
"Plan"), Mrs. Wachner was also issued 212,949 "reload" options which have
an exercise price per Share of $20.875.
(iv) 500,000 employee stock options were exercised at a price of
$13.00 per Share or an aggregate exercise price of $6,500,000. Of the
500,000 Shares issuable upon the exercise of these options, (A) 311,377
Shares, with a fair market value on March 9, 1998 of $20.875 per Share or
an aggregate fair market value of $6,500,000, were withheld to pay the
aggregate exercise price, and (B) 84,880 Shares were withheld to cover
related withholding taxes. Accordingly, as a result of the exercise of
these options, the net number of Shares issued to Mrs. Wachner was 103,743.
Pursuant to the terms of the Plan, Mrs. Wachner was also issued 396,257
"reload" options which have an exercise price per Share of $20.875.
(v) 500,000 employee stock options were exercised at a price of
$14.75 per Share or an aggregate exercise price of $7,375,000. Of the
500,000 Shares issuable upon the exercise of these options, (A) 353,293
Shares, with a fair market value on March 9, 1998 of $20.875 per Share or
an aggregate fair market value of $7,375,000, were withheld to pay the
aggregate exercise price, and (B) 66,018 Shares were withheld to cover
related withholding taxes. Accordingly, as a result of the exercise of
these options, the net number of Shares issued to Mrs. Wachner was 80,689.
Pursuant to the terms of the Plan, Mrs. Wachner was also issued 419,311
"reload" options which have an exercise price per Share of $20.875.
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: March 20, 1998
By: /s/ Linda J. Wachner
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Linda J. Wachner
