UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AUTHENTIC FITNESS CORPORATION
(Name of Issuer)
Common Stock $.001 par value
(Title of Class of Securities)
052661105
(CUSIP Number)
August 23, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amend-
ment 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 purpose 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).
<PAGE>
CUSIP No. 052661105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
LEON G. COOPERMAN
S.S. No. ###-##-####
2. Check Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
3. SEC Use Only
4. Citizenship or Place of Organization:
UNITED STATES
5. Sole Voting Power
860,000
Number of
Shares Bene- 6. Shared Voting Power
ficially by 417,300
Owned by 7. Sole Dispositive Power
Each Report- 860,000
ing Person 8. Shared Dispositive Power
With: 417,300
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,277,300
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares *
11. Percent of Class Represented by Amount in Row (11):
5.6%
12. Type of Reporting Person*
IN
*See Instructions Before Filling Out.
<PAGE>
Item 1(a) Name of Issuer:
Authentic Fitness Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive
Offices:
6040 Bandini Boulevard
Commerce, CA 90040
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Leon G. Cooperman ("Mr.
Cooperman").
Mr. Cooperman is the Managing Member of Omega Associates,
L.L.C. ("Associates"), a limited liability company organized
under the laws of the State of Delaware. Associates is a private
investment firm formed to invest in and act as general partner of
investment partnerships or similar investment vehicles.
Associates is the general partner of three limited partnerships
organized under the laws of Delaware known as Omega Capital
Partners, L.P. ("Capital LP"), Omega Institutional Partners, L.P.
("Institutional LP"), and Omega Capital Investors,
L.P.("Investors LP"). These entities are private investment
firms engaged in the purchase and sale of securities for
investment for their own accounts.
Mr. Cooperman is the President and majority stockholder of
Omega Advisors, Inc. ("Advisors"), a Delaware corporation,
engaged in providing investment management and is deemed to
control said entity. Advisors serves as the investment manager
to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Islands
exempted company, with a business address at British American
Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman
Island, British West Indies. Mr. Cooperman has investment
discretion over portfolio investments of Overseas and is deemed
to control said entity.
Advisors also serves as a discretionary investment advisor
to a limited number of institutional clients (the "Managed
Accounts"). As to the Shares owned by the Managed Accounts,
there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed
Accounts may be deemed beneficial owners of such Shares pursuant
to Rule 13d-3 under the Act as a result of their right to
terminate the discretionary account within a period of 60 days.
Mr. Cooperman is the ultimate controlling person of
Associates, Capital LP, Institutional LP, Investors LP, and
Advisors.
Item 2(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of Mr.
Cooperman, Capital LP, Institutional LP, Investors LP, Overseas,
and Advisors is 88 Pine Street, Wall Street Plaza - 31st Floor,
New York, New York 10005.
Item 2(c) Citizenship:
Mr. Cooperman is a United States citizen;
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value (the "Shares")
Item 2(e) CUSIP Number: 052661105
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b)
or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Cooperman may be deemed the beneficial owner of
1,277,300 Shares which constitutes approximately 5.6% of the
total number of Shares outstanding. This is based on the
Company's Form 10-Q for the quarterly period ended April 3, 1999
which reflected 23,003,286 Shares outstanding as of May 6, 1999.
This consists of 358,200 Shares owned by Capital LP;
18,700 Shares owned by Institutional LP; 45,900 Shares owned by
Investors LP; 437,200 Shares owned by Overseas; and 417,300
Shares owned by the Managed Accounts.
<PAGE>
Item 4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
860,000
(ii) Shared power to vote or to direct the vote:
417,300
(iii)Sole power to dispose or to direct the
disposition of:
860,000
(iv) Shared power to dispose or to direct the
disposition of:
417,300
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members
of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This item 9 is not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the
best of his knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
DATED: September 7, 1999
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P., and
Omega Capital Investors, L.P., and
as President of Omega Advisors, Inc.
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
