As filed with the Securities and Exchange Commission on November 23, 1994
Registration No. 33-55659
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 SHARES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
_______________________________________________________________________________
Class A Common 1,699,492 $17.1875 (1) $29,210,018(1) $10,072 (2)
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 November 21, 1994 on the New
York Stock Exchange.
(2) $9,834 of the registration fee was previously paid on September 28,
1994 when this Registration statement was initially filed.
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.
PROSPECTUS
1,699,492 SHARES
THE WARNACO GROUP, INC.
CLASS A COMMON STOCK
The 1,699,492 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 42,044,192 shares of Common
Stock outstanding as of November 18, 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 1,699,492 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 November 21, 1994, the last sale price
of the Common Stock as reported on the New York Stock Exchange
Composite Tape was $17 1/4. 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 NOVEMBER 22, 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 . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . 3
Selling Stockholder . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . 6
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, as amended on November 22, 1994.
5. The Company's Quarterly Report on Form 10-Q for the
quarter ended July 9, 1994.
6. The Company's Quarterly Report on Form 10-Q for the
quarter ended October 8, 1994.
7. All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since January 8, 1994.
8. 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 1,699,492 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 28,400 shares of the Common Stock and
options to acquire 30,500 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 1,699,492 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
AN OFFER TO BUY, TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH
AN OFFER OR SOLICITATION WOULD THE WARNACO GROUP, INC.
BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER CLASS A COMMON STOCK
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 . . . 2
Incorporation of Certain
Documents by Reference . . . 2
Use of Proceeds . . . . . . 3
Selling Stockholder . . . . 4
Plan of Distribution . . . . 4
Legal Matters . . . . . . . 6
Experts . . . . . . . . . . 6
November 22, 1994
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee. . . $10,072
Total . . . . . . . . . . . . . . . . . . . . $10,072
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, unenforceable.
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 Amendment No. 1 to the 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 November 22, 1994.
THE WARNACO GROUP, INC.
By: /s/ Linda J. Wachner
_________________________
Linda J. Wachner
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on
the date indicated.
Name Title Date
/s/ Linda J. Wachner Chairman of the November 22, 1994
____________________ Board; Director;
Linda J. Wachner President and
Chief Executive
Officer (Principal
Executive Officer)
* Director; Senior November 22, 1994
____________________ Vice President and
Dariush Ashrafi Chief Financial
Officer (Principal
Financial Officer)
* Senior Vice November 22, 1994
______________________ President and
William S. Finkelstein Controller
(Principal
Accounting
Officer)
* Director November 22, 1994
________________________
Joseph A. Califano, Jr.
* Director November 22, 1994
________________________
Andrew G. Galef
* Director November 22, 1994
________________________
Stewart A. Resnick
* Director November 22, 1994
________________________
Robert D. Walter
*By/s/ Linda J. Wachner
_____________________
Linda J. Wachner
Attorney-in-Fact
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 4.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE WARNACO GROUP, INC.
(Pursuant to Section 242 of
the General Corporation Law
of the State of Delaware)
* * * * *
The undersigned, being the Chairman of the
Board of The Warnaco Group, Inc., a corporation organized
and existing under the laws of the State of Delaware,
hereby certifies as follows:
1. The first paragraph of Article Fourth of
the Restated Certificate of Incorporation of this
corporation is hereby amended to read in its entirety as
follows:
"FOURTH: The total number of shares of stock
which the Corporation shall have the authority
to issue is 75,000,000 of which 65,000,000
shares shall be Class A Common Stock, par value
$0.01 per share ("Class A Common Stock" or
"Common Stock"), and 10,000,000 shares shall be
preferred stock, par value $0.01 per share
("Preferred Stock").
2. Sections (C) and (D) of Article Fourth of
the Restated Certificate of Incorporation of this
corporation are hereby deleted and the following new
section (C) is inserted in lieu thereof:
"(C) The Board of Directors is hereby
empowered to authorize by resolution or
resolutions from time to time the issuance of
one or more classes or series of Preferred
Stock and to fix the voting powers, full or
limited, or no voting powers, and the
designations, preferences and relative,
participating, optional or other special
rights, if any, and the qualifications or
restrictions thereof, if any, with respect to
each such class or series of Preferred Stock
and the number of shares constituting each such
class or series, and to increase or decrease
the number of shares of any such class or
series to the extent permitted by Delaware
law."
3. The aforesaid amendment has been duly
approved by the Board of Directors of this corporation
and duly approved by a majority of the outstanding stock
entitle to vote thereon.
4. The aforesaid amendment was duly adopted
in accordance with Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has
executed this certificate and has caused this certificate
to be attested by Stanley P. Silverstein, the Secretary
of this corporation, this 17th day of June 1993.
/s/ Linda J. Wachner
_________________________
Linda J. Wachner
Chairman of the Board of
Directors
ATTEST:
By: /s/ Stanley P. Silverstein
____________________________
Stanley P. Silverstein
Secretary
Exhibit 5.1
November 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am Vice President and General Counsel of The
Warnaco Group, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the
Company's Registration Statement on Form S-3 (the
"Registration Statement") being filed by the Company with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities
Act"), providing for the registration for sale of up to
1,699,492 shares (the "Shares") of the Company's Class A
Common Stock, par value $.01 per share, issued to Calvin
Klein, Inc., a New York corporation ("CKI") pursuant to
an Acquisition Agreement dated March 14, 1994 (the
"Acquisition Agreement"), among the Company, CKI and
Warnaco Inc., a Delaware corporation and a direct,
wholly-owned subsidiary of the Company.
This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act.
In connection with this opinion, I have
examined and am familiar with originals or copies,
certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the Acquisition
Agreement, including the related Registration Rights
Agreement, dated March 14, 1994, between the Company and
CKI, (iii) certain resolutions adopted by the Board of
Directors of the Company relating, among other things, to
the Acquisition Agreement and the transactions
contemplated thereby, including the issuance and
registration of the Shares, (iv) the Certificate of
Incorporation of the Company, as amended, (v) the By-laws
of the Company as currently in effect, and (vi) such
other corporate records or documents as I have deemed
necessary to enable me to express the opinion hereinafter
set forth.
In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, 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 latter documents.
I am a member of the Bar in the State of New
York, and I do not express any opinion as to the laws of
any other jurisdiction other than Delaware general
corporation law and the laws of the United States of
America to the extent referred to specifically herein.
Based upon and subject to the foregoing, I am
of the opinion that the Shares have been duly authorized
for issuance by requisite corporate action on the part of
the Company and are validly issued, fully paid and
nonassessable.
I hereby consent to the reference to me under
the heading "Legal Matters" in the prospectus which
constitutes a part of the Registration Statement and the
filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Stanley P. Silverstein
___________________________
Stanley P. Silverstein
Vice President and
General Counsel
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 1,699,492 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
November 23, 1994
