As filed with the Securities and Exchange Commission on September 28 , 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE WARNACO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4032739
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
90 Park Avenue
New York, New York 10016
(212) 661-1300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
STANLEY P. SILVERSTEIN, ESQ
Vice President, General Counsel and Secretary
The Warnaco Group, Inc.
90 Park Avenue
New York NY 10016
(212) 661-1300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications to:
KENNETH J. BIALKIN, ESQ ROBERT M. HIRSH, ESQ
Skadden, Arps, Slate, Meagher & Flom Paul, Weiss, Rifkind, Wharton &
919 Third Avenue Garrison
New York, NY 10022 1285 Avenue of the Americas
(212) 735-3000 New York, NY 10019
(212) 373-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time following the date this Registration Statement is declared
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. (X)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SHARES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
_______________________________________________________________________________
Class A Common 849,746 $33.5625 (1) $28,519,600(1) $9,834
Stock, par
value $.01 per
share
_______________________________________________________________________________
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) of the Securities Act
of 1933 based on the average of the high and low prices for shares of
the Registrant's Class A Common Stock on September 21, 1994 on the New
York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 1994
PROSPECTUS
849,746 SHARES
THE WARNACO GROUP, INC.
CLASS A COMMON STOCK
The 849,746 shares of Class A Common Stock, par value $.01 per
share (the "Common Stock"), of The Warnaco Group, Inc., a Delaware
corporation (the "Company"), are being registered for the account
of (i.) certain entities to which Calvin Klein, Inc., a New York
corporation (the " Selling Stockholder") may pledge any or all of
such shares in connection with indebtedness of the Selling
Stockholder (the "CKI Pledgees") and (ii) the Selling Stockholder.
See "Plan of Distribution" herein. These shares represent
approximately 4% of the 21,010,521 shares of Common Stock
outstanding as of September 8, 1994.
These shares are being registered pursuant to an agreement
dated March 14, 1994 (the "Registration Rights Agreement") between
the Company and CKI pursuant to which, (i) the CKI Pledgees may
sell any or all of the Common Stock which may be pledged to such
pledgee pursuant to a margin call exercised in good faith in
accordance with such pledgee's margin maintenance policies and
(ii) subject to certain limitations on the number of shares which
can be sold by CKI during certain periods as set forth in the
Registration Rights Agreement and as more fully described
hereinafter, the Selling Stockholder may sell part or all of the
Registrable Shares (as defined in the Registration Rights Agreement
to include the 849,746 shares of common stock to which this
Prospectus relates and certain securities of the Company issued or
issuable with respect thereto). The Common Stock offered hereby
may also be sold from time to time to purchasers directly by the
CKI Pledgees and the Selling Stockholder, or through agents,
underwriters or dealers designated from time to time by such
holders, on terms to be determined at the time of sale. To the
extent required, the aggregate amount of Common Stock being offered
by the CKI pledgees, the terms of any such offering, the names of
the CKI Pledgees offering such shares, the names of any agents,
underwriters or dealers and any applicable commission with respect
to any such offer will be set forth in an accompanying Prospectus
Supplement. The Selling Stockholder may sell the Common Stock
offered hereby from time to time on the New York Stock Exchange or
such other national security exchange, automated interdealer
quotation system on which the shares of Common Stock are then
listed, through negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at negotiated prices.
The aggregate proceeds to the CKI Pledgees and the Selling
Stockholder, as the case may be, from the sale of the Common Stock
will be the selling price of the Common Stock sold less the
aggregate agents' commissions, if any, and other expenses of
issuance and distribution not borne by the Company. None of the
proceeds from any of such sales of the Common Stock will be
received by the Company. See "Plan of Distribution" herein for a
description of indemnification arrangements between the Company and
the holders of such common stock.
The Common Stock is listed on the New York Stock Exchange
under the symbol "WAC." On September 27, 1994, the last sale price
of the Common Stock as reported on the New York Stock Exchange
Composite Tape was $331/8. Prospective purchasers of the Common
Stock are urged to obtain current information as to market prices
of the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 28, 1994
No dealer, salesperson or other person has been authorized
in connection with this offering to give any information or to
make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having
been authorized by the Company or any underwriter, dealer or
agent. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to purchase any securities other than
those to which it relates or an offer to any person in any
jurisdiction where such offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale hereunder
shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent
to the date hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . . . .
Incorporation of Certain
Documents by Reference . . . . . . . .
Use of Proceeds . . . . . . . . . . . .
Selling Stockholder . . . . . . . . . .
Plan of Distribution . . . . . . . . .
Legal Matters . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . .
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of
the Commission: Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and New York Regional Office, 14th Floor, 75 Park Place,
New York, New York 10007. Copies of such material can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can
also be inspected at the offices of The New York Stock Exchange,
Inc., on which the Common Stock is listed and traded, at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (which together with all amendments and
exhibits is referred to herein as the "Registration Statement").
This Prospectus does not contain all information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration
Statement which may be inspected and copied in the manner and at
the sources described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated
by reference herein:
1. The Company's Annual Report on Form 10-K for the year
ended January 8, 1994.
2. The Company's Current Report on Form 8-K, dated January
18, 1994.
3. The Company's Proxy Statement for the Company's 1994
Annual Meeting of Shareholders held on May 12 , 1994.
4. The Company's Quarterly Report on Form 10-Q for the
quarter ended April 9, 1994.
5. The Company's Quarterly Report on Form 10-Q for the
quarter ended July 9, 1994.
6. All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since January 8, 1994.
7. The description of the Common Stock which is contained
in the Company's Form 8-A dated September 10, 1991, including
any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the shares of Common Stock
hereunder shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN
OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS (OTHER
THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT
THIS PROSPECTUS INCORPORATES). WRITTEN OR ORAL REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO STANLEY P. SILVERSTEIN, SECRETARY,
THE WARNACO GROUP, INC., 90 PARK AVENUE, NEW YORK, NEW YORK
10016, TELEPHONE (212) 661-1300.
USE OF PROCEEDS
The shares of Common Stock covered by this Prospectus are
offered for the accounts of the CKI Pledgees or the Selling
Stockholder. The Company will not receive any of the proceeds
from the sale of Common Stock offered hereby.
SELLING STOCKHOLDER
The Selling Stockholder is CKI. All of the shares of Common
Stock which may be offered hereby are for the account of CKI,
unless they are sold by the CKI Pledgees. The Company will not
receive any of the proceeds from the sale of such securities.
CKI received all of the shares of Common Stock being offered
hereby in connection with the Acquisition Agreement described
below. See "Plan of Distribution."
PLAN OF DISTRIBUTION
On March 14, 1994, the Company entered into an Acquisition
Agreement (the "Acquisition Agreement") with the Selling
Stockholder and Warnaco Inc., a wholly owned subsidiary of the
Company ("Warnaco") in connection with the acquisition of the
worldwide trademarks, rights and business of Calvin Klein Men's
Underwear, the licensing of the Calvin Klein trademark for men's
accessories and, upon the expiration of an existing license on
December 31, 1994, the acquisition of the worldwide trademarks
and rights of Calvin Klein Women's Intimate Apparel (the "Calvin
Klein Acquisition"). The consideration for the Calvin Klein
Acquisition included the 849,746 shares of Common Stock issued to
the Selling Stockholder to which this Prospectus relates.
In connection with the Acquisition Agreement, the Company
entered into the Registration Rights Agreement pursuant to which
the Company agreed to provide registration rights to effect, as
more fully described below, certain sales of the shares of Common
Stock registered hereby by entities to which the Selling
Stockholder may pledge any or all of such shares. As set forth
in the Registration Rights Agreement, the Selling Stockholder may
pledge from time to time part or all of the Registrable Shares as
security for a loan and each such pledgee may sell, pursuant to
the Registration Statement, any or all of such Registrable Shares
pledged to such pledgee pursuant to a margin call exercised in
good faith in accordance with such pledgee's margin maintenance
policies, provided that such pledgee complies with certain
requirements set forth in the Registration Rights Agreement.
Among other things, the Registration Rights Agreement also
provides that at any time after September 14, 1994, any holder or
holders of at least 25% of the outstanding Registrable Shares
may request that the Company effect the registration under the
Securities Act of all or part of the Registrable Shares, subject
to the terms thereof including certain volume limitations. This
Prospectus and the Registration Statement (the "Registration
Statement") of which its is a part are being filed in response
to such a request. Specifically, the Registration Rights
Agreement provides for certain restrictions on the number of
shares which can be sold by the Selling Stockholder as follows:
(i) for the period from September 14, 1994 to March 14, 1995, the
Selling Stockholder may sell a number of Registrable Shares equal
to the lesser of (x) one-third of the Total Shares (as defined in
the Registration Rights Agreement to include the total number of
shares to which the Registration Statement relates plus certain
securities of the Company issued or issuable with respect
thereto) and (y) the number of shares of Common Stock permitted
to be sold in such six-month period in accordance with the volume
limitations set forth in Rule 144(e) promulgated under the
Securities Act ("Rule 144(e)"), and (ii) for the period March 14,
1994 to September 14, 1995, the Selling Stockholder may sell a
number of Registrable Shares equal to the lesser of (x) two-
thirds of the Total Shares less the number of shares of Common
Stock, if any, sold in the preceding six-month period pursuant to
clause (i) above and (y) the number of shares of Class A Common
Stock permitted to be sold during the preceding 12-month period
in accordance with the volume limitations set forth in Rule
144(e) less the number of shares of Common Stock, if any, sold in
the preceding 6-month period pursuant to clause (i) above.
From and after September 14, 1995, except as explicitly set
forth in the Registration Rights Agreement, CKI shall have no
restrictions whatsoever pursuant to the Registration Rights
Agreement on the sale, disposition or other assignment of any of
the Registrable Shares.
The Common Stock offered hereby may also be sold from time
to time to purchasers directly by any of the CKI Pledgees and the
Selling Stockholder, as the case may be, or through agents or
dealers to be designated, on terms to be determined at the time
of sale. The Selling Stockholder may sell the Common Stock
offered hereby from time to time on the New York Stock Exchange
or such other national security exchange, automated interdealer
quotation system on which the shares of Common Stock are then
listed, through negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at negotiated
prices.
Because no CKI Pledgee has offered to sell the Common Stock
as described above, the identities of the CKI Pledgees who may
sell shares of Common Stock hereunder and the number of such
shares held by any such CKI Pledgee are unknown. In addition,
any CKI Pledgee has the ability to sell all or a portion of the
shares of Common Stock owned by it pursuant to a margin call
exercised in good faith in accordance with such pledgee's margin
maintenance policies; therefore, no estimate can be made of the
number of shares of Common Stock that a CKI Pledgee may sell in
or may retain upon the completion of any offering to which this
Prospectus relates.
The names of CKI Pledgees intending to offer shares of
Common Stock for sale hereunder, the number of such shares
proposed to be so offered and the terms of such offering, and the
number of such shares owned prior to and after the completion of
any such offering shall be set forth in an accompanying
Prospectus Supplement.
The Common Stock offered hereby may be sold from time to
time in one or more transactions at a fixed offering price, which
may be changed, or at varying prices determined at the time of
sale or at negotiated prices. Such prices will be determined by
the CKI Pledgees and the Selling Stockholder, as the case may be.
In connection with the Registration Rights Agreement
pursuant to which the Company has filed with the Commission the
Registration Statement of which this Prospectus is a part, the
Company has agreed to use its best efforts to cause the
Registration Statement to become effective and agreed to
indemnify the holders of the Common Stock (and agents, employees,
officers and directors of and control persons with respect to
such holders) against certain civil liabilities in connection
with such registration. In addition, the Company has agreed
pursuant to the Registration Rights Agreement to pay all
reasonable fees and expenses incident to its performance of or
compliance with such agreement other than all fees and expenses
incurred by the Selling Stockholders (including fees and expenses
of any counsel, financial adviser or any other adviser or agent
retained by such holder and all discounts, commissions and other
selling expenses associated with the sale of the Common Stock).
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby
will be passed upon for the Company by Stanley P. Silverstein,
Vice President, General Counsel and Secretary of the Company.
Mr. Silverstein owns 14,200 shares of the Common Stock and
options to acquire 15,250 shares of the Common Stock.
EXPERTS
The consolidated financial statements of the Company for the
year ended January 8, 1994 appearing in the Company's Annual
Report (Form 10-K) have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
NO DEALER, SALESMAN OR ANY
OTHER PERSON HAS BEEN 849,746 SHARES
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES OR AN OFFER
TO SELL, OR A SOLICITATION OF THE WARNACO GROUP, INC.
AN OFFER TO BUY, TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH
AN OFFER OR SOLICITATION WOULD
BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS CLASS A COMMON STOCK
NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN ___________________
IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF. PROSPECTUS
___________________
TABLE OF CONTENTS
Page
Available Information . . . .
Incorporation of Certain
Documents by
Reference. . . . . . . . .
Use of Proceeds . . . . . . .
Selling Stockholder . . . . .
Plan of Distribution . . . . .
Legal Matters . . . . . . . .
Experts . . . . . . . . . . .
September 28, 1994
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee. . $9, 834
Legal fees and expenses . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . *
Total . . . . . . . . . . . . . . . . . . . . $
_____________
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL"), which enables a corporation
in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a
director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv)
for any transaction from which a director derived an improper
personal benefit. The Company has adopted an amendment to its
Certificate of Incorporation, which eliminates the liability of
directors to the extent permitted by Section 102(b)(7) of the
DGCL.
Reference is made to Section 145 of the DGCL which
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation (a "derivative action")); if they acted in good
faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can
be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested
director vote, stockholder vote, agreement or otherwise. The
Bylaws of the Company provide for indemnification of its
directors and officers to the fullest extent permitted by
Delaware law.
Reference is made to the Restated Certificate of
Incorporation of the Company, and Article VIII of the Bylaws of
the Company.
In addition, the Company maintains a directors' and
officers' liability insurance policy and has entered into
indemnification agreements with each of its executive officers
and directors.
ITEM 16. EXHIBITS
2.1 Acquisition Agreement, dated as of March 14, 1994, by and
among Calvin Klein, Inc. ("CKI"), the Company and Warnaco
Inc. (Incorporated herein by reference to Exhibit 10.6 to
the Company's Form 10-Q filed May 24, 1994.)
2.2 Registration Rights Agreement, dated as of March 14, 1994
between the Company and CKI. (Incorporated herein by
reference to Exhibit 4.1 to the Company's Form 10-Q filed on
May 24, 1994.)
4.1 Restated Certificate of Incorporation of the Company.
(Incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, File No. 33-
45877.)
4.2 Amendment to the Restated Certificate of Incorporation of the
Company dated June 21, 1993.
4.3 By-Laws of the Company. (Incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-1, File No. 33-45877.)
5.1 Opinion of Stanley P. Silverstein, General Counsel of the
Company, regarding the legality of the shares of Common Stock
being offered hereby.
10.1 Credit Agreement, dated as of July 16, 1993 (the "U.S.
$55,000,000 Credit Agreement"), among Warnaco Inc., The Bank
of Nova Scotia, as agent, and certain other lenders named
therein. (Incorporated herein by reference to Exhibit 10.1
to the Company's Form 10-Q filed May 24, 1994.)
10.2 Amendment No. 1 to the U.S. $55,000,000 Credit Agreement,
dated as of October 14, 1993. (Incorporated herein by
reference to Exhibit 10.2 to the Company's Form 10-Q filed
May 24, 1994.)
10.3 Amendment No. 2 to the U.S. $55,000,000 Credit Agreement,
dated as of November 5, 1993. (Incorporated herein by
reference to Exhibit 10.3 to the Company's Form 10-Q filed
May 24, 1994.)
10.4 Amendment No. 3 to the U.S. $55,000,000 Credit Agreement,
dated as of January 7, 1994. (Incorporated herein by
reference to Exhibit 10.4 to the Company's Form 10-Q filed
May 24, 1994.)
10.5 Amendment No. 4 to the U.S. $55,000,000 Credit Agreement,
dated as of April 25, 1994. (Incorporated herein by
reference to Exhibit 10.5 to the Company's Form 10-Q
filed May 24, 1994.)
10.6 Amendment No. 5 to the U.S. $55,000,000 Credit Agreement,
dated as of August 12, 1994. (Incorporated herein by
reference to Exhibit 10.6 to the Company's Form 10-Q
filed August 23, 1994.)
10.7 U.S. $500,000,000 Credit Agreement, dated as of October 14,
1993, among the Company, Warnaco Inc., The Bank of Nova
Scotia, as co-managing agent and paying agent, Citicorp
U.S.A., as co-managing agent and documentation and collateral
agent, and certain other lenders named therein.
(Incorporated herein by reference to Exhibit 10.1 to the
Company's Form 10-Q filed November 16, 1993.)
10.8 Employment Agreement, dated as of January 6, 1991, between
the Company and Linda J. Wachner. (Incorporated herein by
reference to Exhibit 10.7 to the Company's Registration
Statement on Form S-1, File No. 33-45877.)
10.9 Incentive Compensation Plan. (Incorporated herein by
reference to Exhibit 10.8 to the Company's Registration
Statement on Form S-1, File No. 33-45877.)
10.10 1991 Stock Option Plan. (Incorporated herein by
reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1, File No. 33-
45877.)
10.11 Amended and Restated 1988 Employee Stock Purchase
Plan, as amended. (Incorporated herein by
reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1, File No. 33-
45877.)
10.12 Warnaco Employee Retirement Plan. (Incorporated
herein by reference to Exhibit 10.11 to the
Company's Registration Statement on Form S-1, File
No. 33-45877.)
10.13 Executive Management Agreement, dated as of May 9,
1991, between the Company, Warnaco and The Spectrum
Group, Inc. (Incorporated herein by reference to
Exhibit 10.13 to the Company's Registration
Statement on Form S-1, No. 33-45877.)
10.14 1993 Stock Plan for Non-Employee Directors.
(Incorporated herein by reference to the Company's
Proxy Statement for its 1994 Annual Meeting of
Shareholders.)
10.15 Amended and Restated 1993 Stock Plan. (Incorporated herein
by reference to the Company's Proxy Statement for its 1994
Annual Meeting of Shareholders.)
10.16 Supplemental Incentive Compensation Plan. (Incorporated
herein by reference to the Company's Proxy Statement for its
1994 Annual Meeting of Shareholders.)
23.1 Consent of Ernst & Young, independent auditors.
23.2 Consent of Stanley P. Silverstein, General Counsel of the
Company (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, un-
enforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York, on September 28, 1994.
THE WARNACO GROUP, INC.
By: /s/ Linda J. Wachner
_________________________
Linda J. Wachner
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Linda J.
Wachner, Dariush Ashrafi and William S. Finkelstein, and each of
them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Name Title Date
______________________ Chairman of the September 28, 1994
/s/ Linda J. Wachner Board; Director;
Linda J. Wachner President and
Chief Executive
Officer
(Principal
Executive Officer)
______________________ Director; Senior September 28, 1994
/s/ Dariush Ashrafi Vice President and
Dariush Ashrafi Chief Financial
Officer (Principal
Financial Officer)
_______________________ Senior Vice September 28, 1994
/s/ William S. Finkelstein President and
William S. Finkelstein Controller (Principal
Accounting Officer)
_________________________ Director September 28, 1994
/s/ Joseph A. Califano, Jr.
Joseph A. Califano, Jr.
__________________________ Director September 28, 1994
/s/ Andrew G. Galef
Andrew G. Galef
__________________________ Director September 28, 1994
/s/ Stewart A. Resnick
Stewart A. Resnick
_________________________ Director September 28, 1994
/s/ Robert D. Walter
Robert D. Walter
EXHIBIT INDEX
Exhibit
No. Description Page No.
2.1 Acquisition Agreement, dated as of March 14,
1994, by and among Calvin Klein, Inc.("CKI"),
the Company and Warnaco Inc. (Incorporated
herein by reference to Exhibit 10.6 to the
Company's Form 10-Q filed May 24, 1994.)
2.2 Registration Rights Agreement, dated as of
March 14, 1994 between the Company and CKI.
(Incorporated herein by reference to Exhibit
4.1 to the Company's Form 10-Q filed on May 24,
1994.)
4.1 Restated Certificate of Incorporation of the
Company. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-45877.)
4.2 Amendment to the Restated Certificate of
Incorporation of the Company dated June 21,
1993.
4.3 By-Laws of the Company. (Incorporated herein
by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, File No.
33-45877.
5.1 Opinion of Stanley P. Silverstein, General
Counsel of the Company, regarding the legality
of the shares of Common Stock being offered
hereby.
10.1 Credit Agreement, dated as of July 16, 1993
(the "U.S. $55,000,000 Credit Agreement"),
among Warnaco Inc., The Bank of Nova Scotia, as
agent, and certain other lenders named therein.
(Incorporated herein by reference to Exhibit
10.1 to the Company's Form 10-Q filed May 24,
1994.)
10.2 Amendment No. 1 to the U.S. $55,000,000 Credit
Agreement, dated as of November 5, 1993.
(Incorporated herein by reference to Exhibit
10.1 to the Company's Form 10-Q filed May 24,
1994.)
10.3 Amendment No. 2 to the U.S. $55,000,000 Credit
Agreement, dated as of November 5, 1993.
(Incorporated herein by reference to Exhibit
10.3 to the Company's Form 10-Q filed May 24,
1994.)
10.4 Amendment No. 3 to the U.S. $55,000,000 Credit
Agreement, dated as of January 7, 1994.
(Incorporated herein by reference to Exhibit
10.4 to the Company's Form 10-Q filed May 24,
1994.)
10.5 Amendment No. 4 to the U.S. $55,000,000 Credit
Agreement, dated as of April 25, 1994.
(Incorporated herein by reference to Exhibit
10.5 to the Company's Form 10-Q filed May 24,
1994.)
10.6 Amendment No. 5 to the U.S. $55,000,000 Credit
Agreement, dated as of August 12, 1994.
(Incorporated herein by reference to Exhibit
10.6 to the Company's Form 10-Q filed August
23, 1994.)
10.7 U.S. $500,000,000 Credit Agreement, dated as of
October 14, 1993, among the Company, Warnaco
Inc., The Bank of Nova Scotia, as co-managing
agent and paying agent, Citicorp U.S.A., as co-
managing agent and documentation and collateral
agent, and certain other lenders named therein.
(Incorporated herein by reference to Exhibit
10.1 to the Company's Form 10-Q filed November
16, 1993.)
10.8 Employment Agreement, dated as of January 6,
1991, between the Company and Linda J. Wachner.
(Incorporated herein by reference to Exhibit
10.7 to the Company's Registration Statement on
Form S-1, File No. 33-45877.)
10.9 Incentive Compensation Plan. (Incorporated
herein by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1,
File No. 33-45877.)
10.10 1991 Stock Option Plan. (Incorporated herein
by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1, No. 33-
45877.)
10.11 Amended and Restated 1988 Employee Stock
Purchase Plan, as amended. (Incorporated
herein by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1,
No. 33-45877.)
10.12 Warnaco Employee Retirement Plan.
(Incorporated herein by reference to Exhibit
10.11 to the Company's Registration Statement
on Form S-1, No. 33-45877.)
10.13 Executive Management Agreement, dated as of May
9, 1991, between the Company, Warnaco and The
Spectrum Group, Inc. (Incorporated herein by
reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-1, No. 33-
45877.)
10.14 1993 Stock Plan for Non-Employee Directors.
(Incorporated herein by reference to the
Company's Proxy Statement for its 1994 Annual
Meeting of Shareholders.)
10.15 Amended and Restated 1993 Stock Plan.
(Incorporated herein by reference to the
Company's Proxy Statement for its 1994 Annual
Meeting of Shareholders.)
10.16 Supplemental Incentive Compensation Plan.
(Incorporated herein by reference to the
Company's Proxy Statement for its 1994 Annual
Meeting of Shareholders.)
23.1 Consent of Ernst & Young, independent auditors.
23.2 Consent of Stanley P. Silverstein, General
Counsel of the Company (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page).
EXHIBIT 5.1
[Letterhead of The Warnaco Group, Inc.]
September 28, 1994
Board of Directors
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016
Re: Registration on Form S-3
Ladies and Gentlemen:
I am General Counsel of The Warnaco Group,
Inc., a Delaware corporation (the "Company"), and have
acted as such in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of
849,746 shares (the "Shares") of the Company's Class A
common stock, par value $.01 per share (the "Common
Stock") pursuant to a Registration Rights Agreement,
dated as of March 14, 1994 (the "Registration Rights
Agreement"), between the Company and Calvin Klein, Inc.,
a New York corporation ("CKI").
This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Act.
In connection with this opinion, I have
examined and am familiar with the Registration Statement
on Form S-3 relating to the Shares filed with the
Securities and Exchange Commission (the "Commission") on
September 28, 1994 (the "Registration Statement"); the
Registration Rights Agreement; the Amended and Restated
Certificate of Incorporation of the Company; the By-laws
of the Company; resolutions of the Board of Directors of
the Company relating to, among other things, the issuance
of Shares; and such other agreements, certificates of
public officials and officers of the Company, records,
documents, and matters of law that I deemed necessary or
appropriate as a basis for the opinions set forth herein.
In my examination I have assumed the
genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified
or photostatic copies and the authenticity of the
originals of such copies.
I am admitted to the bar of the State of New
York, and I express no opinion as to the laws of any
other jurisdiction except for the General Corporation Law
of the State of Delaware.
Based upon and subject to the foregoing, I am
of the opinion that:
The Shares have been duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the
use of my name in the Registration Statement under the
caption "Experts". In giving such consent, I do not
hereby admit that I come into the category of persons
whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated
thereunder.
Sincerely,
/s/ Stanley P. Silverstein
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in this Registration Statement on Form S-3 and
the related Prospectus of The Warnaco Group, Inc. for the
registration of 849,746 shares of its Class A common
stock and to the incorporation by reference therein of
our report dated February 21, 1994, with respect to the
consolidated financial statements and schedules of The
Warnaco Group, Inc. included in its Annual Report (Form
10-K) for the year ended January 8, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
September 28, 1994
