DESIGNER HOLDINGS LTD 3
3 · DESIGNER HOLDINGS LTD · Filed Oct 6, 1997
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (1)
- [4]Nature of Indirect Beneficial Ownership On September 25, 1997, The Warnaco Group, Inc. ("Warnaco"), Designer Holdings Ltd. ("DSH"), and WAC Acquisition Corporation, a wholly owned subsidiary of Warnaco ("WAC"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of WAC with and into DSH (the "Merger"), with DSH being the surviving corporation in the Merger. In connection with (but irrespective of any termination of) the Merger Agreement, on September 25, 1997, Warnaco, New Rio, L.L.C. ("New Rio"), and the Members signatory thereto entered into a Stock Exchange Agreement (the "Exchange Agreement"). As of the date of the Exchange Agreement, New Rio owns 16,483,868 shares of common stock, par value $0.01 per share, of DSH (the "Shares"). Pursuant to the Exchange Agreement, New Rio has agreed to transfer the Shares in exchange for fully paid and nonassessable shares of Class A Common Stock, par value $0.01 per share, of Warnaco, subject to the expiration or early termination of the applicable waiting period under the HSR Act and certain other customary conditions. Under the Exchange Agreement, New Rio is required to vote at any meeting of the stockholders of DSH (i) in favor of the Merger, the adoption of the Merger Agreement, and all other transactions contemplated thereby, (ii) against any action that would result in a violation by DSH of the Merger Agreement, (iii) against any extraordinary corporate transaction of DSH or any action which could materially adversely affect DSH or that would result in a change in a majority of the Board of Directors of DSH or that would result in a change in any of DSH's governing documents or otherwise materially adversely affect the benefits to Warnaco of the Merger and the Exchange Agreement. Under the Exchange Agreement, New Rio and the Members have agreed, among other things, not to (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any contract, option or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; or (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into any other voting arrangement with respect to any Shares. Page 3 of 3