SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 11, 1995
Date of Report (Date of earliest event reported)
COMMISSION FILE NUMBER 1-4725
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 No.)
90 Park Avenue
New York, New York 10016
(Address of registrant's principal executive offices)
(212) 661-1300
(Registrant's telephone number, including area code)
COPIES OF ALL COMMUNICATIONS TO:
THE WARNACO GROUP, INC.
90 PARK AVENUE
NEW YORK, NEW YORK 10016
ATTENTION: VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective May 11, 1995 the Company
determined to replace Ernst & Young LLP as the Company's
independent auditors. Ernst & Young LLP and its
predecessor firms had served as the Company's independent
auditors since 1986. None of the independent audit reports
issued by Ernst & Young LLP for the Company's last two
fiscal years ended January 7, 1995 and January 8, 1994
contained an adverse opinion or disclaimer of opinion nor
were the reports modified or qualified as to audit scope or
accounting principles or any other matter.
The decision to change the Company's independent
auditors was recommended by the Audit Committee of the
Board of Directors of the Company. The Board of Directors
of the Company approved the recommendation of the Audit
Committee at its meeting on May 11, 1995.
The Company has not had any disagreement with
Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, auditing scope
or procedure which disagreements, if not resolved to the
satisfaction of Ernst & Young LLP, would have caused it to
make reference to the subject matter of the disagreement in
connection with its reports. The Company has not been
advised by Ernst & Young LLP of any event or circumstances
that may cause Ernst & Young LLP to expand significantly
the scope of its audit or would materially impact the
fairness or reliability of any report issued by Ernst &
Young LLP or any financial statements issued by the
Company.
During the two most recent fiscal years ended
January 7, 1995 and January 8, 1994, there have been no
reportable events (as defined in Regulation S K Item
304(a)(1)(v)).
(b) On May 11, 1995 the Audit Committee of the
Board of Directors of the Company, after careful
consideration, recommended that the Company engage Price
Waterhouse LLP as the Company's independent auditors. The
Board of Directors approved the recommendation of the Audit
Committee and the Company engaged Price Waterhouse LLP as
its independent auditors effective May 11, 1995. The
Company has not consulted with Price Waterhouse LLP
regarding the application of accounting principles relating
to a specific transaction, either completed or proposed,
the type of opinion that might be rendered on the Company's
financial statements or regarding any disagreement with its
independent auditors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
16.1 Letter of Ernst & Young LLP dated May 18, 1995.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE WARNACO GROUP, INC.
Date: May 18, 1995 By:/s/WILLIAM S. FINKELSTEIN
William S Finkelstein
Director, Senior Vice
President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit Page
16.1 Letter of Ernst & Young LLP dated May 18, 1995 6
Exhibit 16.1:
ERNST & YOUNG LLP 787 Seventh Avenue (212) 773-3000
New York, New York 10019
May 18, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 18, 1995 of The
Warnaco Group, Inc. and are in agreement with the statements
contained in the first, third and fourth paragraphs under Item 4(a)
therein. We have no basis to agree or disagree with other
statements of the registrant contained herein.
/s/ ERNST & YOUNG LLP
