UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
THE WARNACO GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
934390105
(CUSIP Number)
Linda J. Wachner
(Name of Person Filing Statement)
Linda J. Wachner
The Warnaco Group, Inc.
90 Park Avenue
New York, New York 10016
Tel. No.:(212) 661-1300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 23, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 93490105 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Linda J. Wachner |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |_| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS |
| | PF, SC, BK |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 6,727,000 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | NONE |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 6,677,000 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | NONE |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 6,727,000 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW EXCLUDES _ |
| | CERTAIN SHARES |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW |
| | 15.15% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON |
| | IN |
|____|____________________________________________________________________|
SEC 1746 (9-88) 2 of 7
Linda J. Wachner hereby amends and supplements her Report on Schedule
13D, initially filed on February 22, 1993, as amended on November 30, 1993
(the "Schedule 13D") with respect to the purchase and the granting of options
of shares of Class A Common Stock, $.01 par value (the "Shares") of The
Warnaco Group, Inc. (the "Company"). The Warnaco Group declared a stock split
in the form of a stock dividend of two Shares of Common Stock for every one
Share of Common Stock, which was distributed on October 3, 1994. All Share
numbers contained in this Schedule 13D have been restated to reflect the stock
split.
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 3. Source and Amount of Funds or Other Considerations.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
Of the 6,727,000 Shares beneficially owned by Mrs. Wachner:
(i) 2,561,000 Shares were acquired by Mrs. Wachner pursuant to the
Warnaco Amended and Restated 1988 Employee Stock Purchase Plan in exchange
for $430 in cash and a non-recourse non-interest bearing promissory note
payable to the Company, the current principal amount which is $5,971,430.
Mrs. Wachner has pledged such Shares to Warnaco pursuant to a pledge
agreement to secure the payment of such promissory note. The promissory
note and pledge agreement were filed as Exhibits A and B to Amendment No. 1
to Schedule 13D filed November 30, 1993.
(ii) 2,900,000 Shares are purchasable upon the exercise of Warnaco
employee stock options held by Mrs. Wachner.
(iii) The remaining 1,266,000 Shares were acquired by Mrs. Wachner
using a combination of personal funds and funds borrowed from Citibank,
N.A. and Bank of California. All of such borrowings have been repaid.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
(a) Mrs. Wachner beneficially owns an aggregate of 6,727,000 Shares
which represents 15.15% of all outstanding Shares. The 6,727,000 Shares
beneficially owned by Mrs. Wachner, includes (i) 2,900,000 Shares purchasable
upon the exercise of Warnaco employee stock options held by Mrs. Wachner and
(ii) 50,000 Shares held by the Linda J. Wachner Charitable Trust of which Mrs.
Wachner is the Trustee.
Except as set forth in this Item 5(a), Mrs. Wachner does not
beneficially own any Shares. Mrs. Wachner disclaims that she is a member of a
group with any other holder or holders of Shares.
(b) Mrs. Wachner has the sole power to vote and dispose of all
Shares beneficially owned except for the 50,000 Shares held by the Linda J.
Wachner Charitable Trust. As Trustee of the Linda J. Wachner Charitable
Trust, Mrs. Wachner has the sole power to vote the 50,000 Shares held by the
Linda J. Wachner Charitable Trust and Kenneth I. Starr, the Special Trustee for
the Linda J. Wachner Charitable Trust, has the sole power to dispose of such
50,000 Shares.
Mr. Starr's business address is Starr & Co., P.C., 350 Park Avenue,
New York, NY 10022. Mr. Starr's principal occupation is as a partner in the
accounting firm of Starr & Co., P.C. During the last five years, Mr. Starr
has not been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a part to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Starr is a citizen of the United States.
(c) The only transactions in Shares effected by Mrs. Wachner during
the past 60 days are (i) on February 23, 1995, Mrs. Wachner was granted
Warnaco employee stock options to purchase 1,000,000 Shares at $16.375 per
share, all of which options are currently exercisable and (ii) on March 2,
1995, Mrs. Wachner sold 300,000 Shares for $15.50 per Share in a transaction
on the New York Stock Exchange.
(d) Mrs. Wachner has the sole right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, all
Shares that she beneficially owns other than the 50,000 Shares held by the
Linda J. Wachner Charitable Trust.
(e) Inapplicable
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 7, 1995
By: Linda J. Wachner
------------------
Linda J. Wachner
