________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT)
------------------------
AUTHENTIC FITNESS CORPORATION
(NAME OF ISSUER)
AUTHENTIC FITNESS CORPORATION
A ACQUISITION CORP.
THE WARNACO GROUP, INC.
(NAME OF PERSONS FILING STATEMENT)
------------------------
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
052661105
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
STANLEY P. SILVERSTEIN, ESQ. GENERAL COUNSEL
THE WARNACO GROUP, INC. AUTHENTIC FITNESS CORPORATION
90 PARK AVENUE 6040 BANDINI BOULEVARD
NEW YORK, NY 10016 COMMERCE, CA 90040
TELEPHONE: (212) 287-8000 TELEPHONE: (323) 726-1262
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
------------------------
COPIES TO:
ALAN C. MYERS, ESQ. SIMON M. LORNE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP MUNGER, TOLLES & OLSON LLP
919 THIRD AVENUE 355 SOUTH GRAND AVENUE
NEW YORK, NEW YORK 10022 LOS ANGELES, CALIFORNIA 90071-1560
TELEPHONE: (212) 735-3000 TELEPHONE: (213) 683-1900
------------------------
This statement if filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [x] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
------------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$520,203,258 $104,041
* Estimated solely for purposes of calculating the filing fee and based,
pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended
(the 'Act'). Calculated by multiplying $20.80 the per share tender offer
price, by 20,137,661 the sum of the number of shares of Common Stock sought
in the Offer and the 4,872,111 shares of Common Stock subject to options
vested as of November 11, 1999. Also in accordance with Rule 0-11 under the
Act, the filing fee is determined by multiplying the amount calculated
pursuant to the foregoing sentence by one-fiftieth of one percent.
------------------------
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
of schedule and the date of its filing.
Amount previously paid: $104,041
Filing Party: Authentic Fitness Corporation
Form or registration no.: Schedule 14D-1
Date filed: November 17, 1999
________________________________________________________________________________
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the 'Schedule
13E-3') is being filed by (i) The Warnaco Group, Inc., a Delaware corporation
('Parent'), (ii) A Acquisition Corp., a Delaware corporation ('Purchaser') and a
wholly owned subsidiary of Parent, and (iii) Authentic Fitness Corporation, a
Delaware corporation (the 'Company'), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder, in
connection with the tender offer by Purchaser for all issued and outstanding
shares (the 'Shares') of common stock, $.001 par value, of the Company, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 17, 1999 (the 'Offer to Purchase') and the related Letter of
Transmittal (which together constitute the 'Offer'), copies of which are filed
as Exhibits (d)(1) and (d)(2) hereto, respectively.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Tender Offer
Statement on Schedule 14D-1 filed by Parent and Purchaser (the
'Schedule 14D-1') with the Securities and Exchange Commission on the date hereof
of the information required to be included in this Schedule 13E-3. The
information set forth in the Schedule 14D-1, including all exhibits thereto, is
hereby expressly incorporated herein by reference as set forth in the Cross
Reference Sheet and the responses in this Schedule 13E-3, and such responses are
qualified in their entirety by reference to the information contained in the
Offer to Purchase and the annexes thereto.
The information contained in this Schedule 13E-3 concerning the Company,
including, without limitation, the information concerning the background of the
transactions, the deliberations of the Company's Board of Directors in
connection with the transaction, the opinion of the Company's financial advisor
and the Company's capital structure and historical financial statements and
projections, was supplied by the Company. Purchaser and Parent take no
responsibility for the accuracy of such information. The information contained
in this Schedule 13E-3 concerning Purchaser and Parent was supplied by Purchaser
and Parent. The Company takes no responsibility for the accuracy of such
information.
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
WHERE
ITEM IN LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
-------------- --------------
Item 1(a)................................................... Item 1(a)
Item 1(b)................................................... Item 1(b)
Item 1(c)................................................... Item 1(c)
Item 1(d)................................................... *
Item 1(e)................................................... *
Item 1(f)................................................... *
Item 2(a)-(d)............................................... *
Item 2(e)................................................... Item 2(e)
Item 2(f)................................................... Item 2(f)
Item 2(g)................................................... *
Item 3(a)-(b)............................................... Item 3(a) and 3(b)
Item 4...................................................... *
Item 5(a)-(e)............................................... Items 5(a)-(e)
Item 5(f)-(g)............................................... Items 5(f)-(g)
Item 6(a)................................................... Item 4(a)
Item 6(b)................................................... *
Item 6(c)................................................... *
Item 6(d)................................................... *
Item 7(a)................................................... Item 5
Item 7(b)................................................... *
Item 7(c)-(d)............................................... *
Item 8...................................................... *
Item 9...................................................... *
Item 10(a)-(b).............................................. Item 6(a)
Item 11..................................................... Item 7
Item 12(a)-(b).............................................. *
Item 13..................................................... *
Item 14..................................................... *
Item 15(a).................................................. *
Item 15(b).................................................. Item 8
Item 16..................................................... Item 10(f)
Item 17..................................................... Item 11
- ------------
* The Item is located in the Schedule 13E-3 only.
1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a)-(c) The response to Items 1(a)-(c) of the Schedule 14D-1 is
incorporated by reference.
(d) The information set forth in the Offer to Purchase under
'The Tender Offer -- Section 6. Price Range of Shares;
Dividends' is incorporated herein by reference.
(e) Not Applicable.
(f) The information set forth in the Offer to Purchase under
'Special Factors -- Beneficial Ownership of Common Stock'
and 'The Tender Offer -- Section 9. Certain Information
Concerning Warnaco and Purchaser' is incorporated herein by
reference.
2. IDENTITY AND BACKGROUND.
This Statement is being jointly filed by Authentic Fitness Corporation
(the issuer of the class of equity securities which is the subject of
the transaction, The Warnaco Group, Inc. and A Acquisition Corp. (a
wholly owned subsidiary The Warnaco Group, Inc.).
(a)-(d),
(g)
The information concerning the name, state or other place of
organization, principal business and address of the
principal office of The Warnaco Group, Inc. and A
Acquisition Corp., and the information concerning the name,
business address, present principal occupation or employment
and the name, principal business and address of any
corporation or other organization in which such employment
or occupation is conducted, material occupations, positions,
offices or employments during the last five years and
citizenship of each of the executive officers and directors
of The Warnaco Group, Inc., A Acquisition Corp. and
Authentic Fitness Corporation is set forth under
'Introduction,' 'The Tender Offer -- Section 9. Certain
Information Concerning Warnaco and Purchaser' and in
Schedule I of the Offer to Purchase and is incorporated
herein by reference.
(e)-(f) The response to Item 2 of the Schedule 14D-1 is incorporated
herein by reference with respect to The Warnaco Group, Inc.
and A Acquisition Corp. To the best of the undersigneds'
knowledge, none of the persons with respect to whom
information is provided in response to this Item was during
the last five years (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 further violations of, or
prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The response to Item 3 of the Schedule 14D-1 is incorporated
herein by reference.
4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase on the
cover page thereof and under 'Introduction,' 'Special
Factors -- Background of the Offer and the Merger,' 'Special
Factors -- The Merger Agreement,' 'The Tender
Offer -- Section 1. Terms of the Offer; Expiration Date,'
'The Tender Offer -- Section 2. Acceptance for Payment and
Payment for Shares,' 'The Tender Offer -- Section
3. Procedures for Accepting the Offer and Tendering Shares,'
'The Tender Offer -- Section 4. Withdrawal Rights,' 'The
Tender Offer -- Section 12. Conditions to the Offer' and
'The Tender Offer -- Section 15. Miscellaneous' is
incorporated herein by reference.
(b) Not Applicable.
1
5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(e) The response to Items 5(a)-(e) of the Schedule 14D-1 is
incorporated herein by reference.
(f)-(g) The response to Items 5(f)-(g) of the Schedule 14D-1 is
incorporated herein by reference.
6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The response to Item 4(a) of the Schedule 14D-1 is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase in
'Special Factors -- Related Party Transactions' and 'The
Tender Offer -- Section 14. Solicitation Fees and Expenses'
is incorporated by reference herein.
(c)-(d) The information set forth in the Offer to Purchase in the
'Tender Offer -- Section 10. Source and Amount of Funds' is
incorporated by reference herein.
7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The response to Item 5 of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase under
'Special Factors -- Background of the Offer and the Merger'
and 'Special Factors -- Purpose and Structure of the Offer
and the Merger; Reasons of Warnaco and Purchaser for the
Offer and the Merger' is incorporated herein by reference.
(c)-(d) The information set forth in the Offer to Purchase under
'Introduction,' 'Special Factors -- Background of the Offer
and the Merger,' 'Special Factors -- Recommendation of the
Authentic Fitness Special Committee and Authentic Fitness
Board; Fairness of the Offer and the Merger,' 'Special
Factors -- Purpose and Structure of the Offer and the
Merger; Reasons of Warnaco and Purchaser for the Offer and
the Merger,' 'Special Factors -- Plans for Authentic Fitness
after the Offer and the Merger; Certain Effects of the Offer
and the Merger,' 'The Tender Offer -- Section 5. Certain
U.S. Federal Income Tax Consequences' and 'The Tender
Offer -- Section 7. Effect of the Offer on the Market for
the Shares, the NYSE Listing and Exchange Act Registration'
is incorporated herein by reference.
8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Offer to Purchase under
'Introduction,' 'Special Factors -- Background of the Offer
and the Merger,' 'Special Factors -- Recommendation of the
Authentic Fitness Special Committee and Authentic Fitness
Board; Fairness of the Offer and the Merger,' 'Special
Factors -- Position of Warnaco Regarding Fairness of the
Offer and the Merger,' and 'Special Factors -- Purpose and
Structure of the Offer and the Merger; Reasons of Warnaco
and Purchaser for the Offer and the Merger' is incorporated
herein by reference.
(f) Not Applicable.
9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Offer to Purchase under
'Special Factors -- Background of the Offer and the Merger,'
'Special Factors -- Recommendation of the Authentic Fitness
Special Committee and Authentic Fitness Board; Fairness of
the Offer and the Merger,' 'Special Factors -- Opinion of
Financial Advisor to Authentic Fitness,' 'Special
Factors -- Position of Warnaco Regarding Fairness of the
Offer and the Merger' and in Schedule II is incorporated
herein by reference.
2
10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The response to Item 6(a) and (b) of the Schedule 14D-1 is
incorporated herein by reference.
11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The response to Item 7 of the Schedule 14D-1 is incorporated herein by
reference.
12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth in the Offer to Purchase under
'Introduction,' 'Special Factors -- Background of the Offer
and the Merger,' 'Special Factors -- Recommendation of the
Authentic Fitness Special Committee and Authentic Fitness
Board; Fairness of the Offer and the Merger,' 'Special
Factors -- Interests of Certain Persons in the Offer and the
Merger' and 'Special Factors -- Beneficial Ownership of
Common Stock' is incorporated herein by reference.
13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under
'Special Factors -- Rights of Stockholders in the Offer and
Merger,' 'Special Factors -- The Merger Agreement' and in
Schedule III is incorporated herein by reference.
(b) Not Applicable.
(c) Not Applicable.
14. FINANCIAL INFORMATION
(a) The information set forth in the Offer to Purchase under
'The Tender Offer -- Section 8. Certain Information
Concerning Authentic Fitness' is incorporated herein by
reference. The Company's Annual Report on Form 10-K for the
year ended July 3, 1999 and its Quarterly Report on
Form 10-Q for the quarter ended October 2, 1999 are
incorporated by reference in the Offer to Purchase. The
Company's audited financial statements for the periods
covered by the Form 10-K and its audited financial
statements for the periods covered by the Form 10-Q are
incorporated by reference, pursuant to General
Instruction D to Schedule 13E-3.
(b) Not Applicable.
15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Offer to Purchase under
'Special Factors -- Background of the Offer and the Merger,'
and 'Special Factors -- Plans for Authentic Fitness After
the Offer and the Merger; Certain Effects of the Offer and
the Merger' is incorporated herein by reference.
(b) The response to Item 8 of the Schedule 14D-1 is incorporated
herein by reference.
16. ADDITIONAL INFORMATION.
The response to Item 10(f) of the Schedule 14D-1 is incorporated herein
by reference.
3
17. MATERIAL TO BE FILED AS EXHIBIT.
(a) *U.S. $600,000,000 364-Day Credit Agreement dated as of
November 17, 1999 among Warnaco Inc. as Borrower and The
Warnaco Group, Inc. and the Initial Lenders and the Bank of
Nova Scotia and Salomon Smith Barney Inc.
(b)(1) Opinion of Financial Advisor to Authentic Fitness (attached
as Schedule II to the Offer to Purchase)
(b)(2) Presentation of Financial Advisor to Authentic Fitness dated
November 15, 1999
(b)(3) Opinion of Wasserstein Perella & Co., Inc.
(b)(4) Presentation of Wasserstein Perella & Co., Inc. dated
November 12, 1999
(c) *Agreement and Plan of Merger dated November 15, 1999, among
The Warnaco Group, Inc., A Acquisition Corp. and Authentic
Fitness Corporation.
(d)(1) *Form of Offer to Purchase, dated November 17, 1999
(d)(2) *Form of Letter of Transmittal
(d)(3) *Form of Notice of Guaranteed Delivery
(d)(4) *Form of Letter from J.P. Morgan & Co. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(d)(5) *Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(d)(6) *Joint Press Release issued by Warnaco and Authentic Fitness
on November 15, 1999.
(e) *Section 262 of the Delaware General Corporation Law
(attached as Schedule III to the Offer to Purchase).
(f) Not Applicable.
- ------------
* Incorporated by reference to the Statement on Schedule 14D-1 filed by Warnaco
and A Acquisition Corp. on November 17, 1999.
4
SIGNATURE
After due 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.
THE WARNACO GROUP, INC.
By: /s/ STANLEY P. SILVERSTEIN
.................................
NAME: STANLEY P. SILVERSTEIN
TITLE: VICE PRESIDENT AND GENERAL
COUNSEL
A ACQUISITION CORP.
By: /s/ STANLEY P. SILVERSTEIN
.................................
NAME: STANLEY P. SILVERSTEIN
TITLE: VICE PRESIDENT
AUTHENTIC FITNESS CORPORATION
By: /s/ MICHAEL P. MCHUGH
.................................
NAME: MICHAEL P. MCHUGH
TITLE: SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Date: November 17, 1999
5
EXHIBIT INDEX
17. MATERIAL TO BE FILED AS EXHIBIT.
(a) *U.S. $600,000,000 364-Day Credit Agreement dated as of November 17, 1999 among Warnaco
Inc. as Borrower and The Warnaco Group, Inc. and the Initial Lenders and the Bank of Nova
Scotia and Salomon Smith Barney Inc.
(b)(1) Opinion of Financial Advisor to Authentic Fitness (attached as Schedule II to the Offer
to Purchase)
(b)(2) Presentation of Financial Advisor to Authentic Fitness dated November 15, 1999
(b)(3) Opinion of Wasserstein Perella & Co., Inc.
(b)(4) Presentation of Wasserstein Perella & Co., Inc. dated November 12, 1999
(c) *Agreement and Plan of Merger dated November 15, 1999, among The Warnaco Group, Inc., A
Acquisition Corp. and Authentic Fitness Corporation.
(d)(1) *Form of Offer to Purchase, dated November 17, 1999
(d)(2) *Form of Letter of Transmittal
(d)(3) *Form of Notice of Guaranteed Delivery
(d)(4) *Form of Letter from J.P. Morgan & Co. to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(d)(5) *Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to
Clients.
(d)(6) *Joint Press Release issued by Warnaco and Authentic Fitness on November 15, 1999.
(e) *Section 262 of the Delaware General Corporation Law (attached as Schedule III to the
Offer to Purchase).
(f) Not Applicable.
- ------------
* Incorporated by reference to the Statement on Schedule 14D-1 filed by Warnaco
and A Acquisition Corp. on November 17, 1999.
6