<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
[ X ] Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 1996.
or
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from to .
THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
90 Park Ave.
26th Floor
New York, NY 10022
(Full name and address of plan)
Commission File Number: 1-4715
THE WARNACO GROUP, INC.
(Name of issuer of securities)
The Warnaco Group, Inc.
90 Park Ave.
New York, NY 10022
(Address of principal executive offices, including zip code)
Copies of all communication to:
The Warnaco Group, Inc.
90 Park Ave.
26th Floor
New York, NY 10022
Attn. Vice President and General Counsel
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<PAGE>
INTRODUCTION
The Warnaco Group, Inc., a Delaware Corporation, has established The Warnaco
Group, Inc. Employee Savings Plan (the "Plan"). The Plan is intended to
qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of
1986, as amended.
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: These documents are listed in the Index to
Financial Statements.
(b) Exhibits:
(1) Consent of Independent Accountants.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Warnaco Group, Inc. as Plan Administrator has duly caused this Annual Report on
Form 11-K for the period ended December 31, 1996 to be signed on its behalf by
the undersigned thereunto duly authorized.
THE WARNACO GROUP, INC.
EMPLOYEE SAVINGS PLAN
DATE: June 30, 1997 By:/s/WILLIAM S. FINKELSTEIN
-------------------------
William S. Finkelstein
Senior Vice President and
Chief Financial Officer of
The Warnaco Group, Inc.
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<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Accountants....................................................1
Statement of Net Assets Available for Benefits........................................2
Statement of Changes in Net Assets Available for Benefits.............................3
Notes to Financial Statements......................................................4-10
Supplemental Schedules
<CAPTION>
Schedule
<S> <C>
Schedule of Assets Held for Investment Purposes.......................................I
Schedule of Reportable Transactions..................................................II
</TABLE>
Other schedules required by Section 2520.103.10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
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[Letterhead of Price Waterhouse]
[Logo]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The Warnaco Group, Inc. Employee Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The Warnaco Group, Inc. Employee Savings Plan (the "Plan") at December 31,
1996 and 1995, and the changes in net assets available for benefits for the
periods ended January 1, 1996 to December 31, 1996 and July 1, 1995 to December
31, 1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. Schedules I and II have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
June 26, 1997
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THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (in thousands of dollars)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
<S> <C> <C>
Assets:
Investments at contract value:
Travelers Fixed Income Fund $ 10,740 $ 13,623
Investments at fair value:
Merrill Lynch Global Allocation Fund 4,331 3,807
Merrill Lynch Growth Fund for Investment & Retirement 3,975 2,592
Merrill Lynch Institutional Fund 3,459 3,822
Merrill Lynch Equity Index Trust 4,376 3,495
The Warnaco Group, Inc. Common Stock Fund 2,029 1,624
Cash and Distribution Account (11) 11
---------- ----------
18,159 15,351
Net assets available for benefits $ 28,899 $ 28,974
========== ==========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
2
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<PAGE>
THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(in thousands of dollars)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period
Jan 1 to July 1 to
Dec 31, 1996 Dec 31, 1995
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Employee contributions $ 3,188 $ 1,396
Employer contributions 341 108
Interest and dividend income 1,669 1,082
Net appreciation in fair value of investments 1,729 740
---------- ----------
Total additions 6,927 3,326
Deductions from net assets attributed to:
Benefit payments and participant withdrawals 6,886 2,268
Administrative fees 116 9
---------- ----------
Total deductions 7,002 2,277
---------- ----------
Transfer from Warnaco Employee Savings Plan
and Olga Company Employee Profit Sharing Plan - 27,925
---------- ----------
(Decrease) increase in net assets available for benefits (75) 28,974
Net assets available for benefits:
Beginning of period 28,974 -
---------- ----------
End of period $ 28,899 $ 28,974
========== ==========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
3
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THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of The Warnaco Group, Inc. Employee Savings Plan (the
"Plan") is provided for general information purposes only. Participants should
refer to the Plan Agreement (the "Agreement") for a complete description of the
Plan's provisions.
General
Effective July 1, 1995 the Olga Company Employee Profit Sharing Plan and the
Warnaco Employee Savings Plan merged to form The Warnaco Group, Inc. Employee
Savings Plan. This transaction had no impact on participants' existing account
balances.
The Plan is a defined contribution plan which covers all domestic, non-union,
full-time employees over age 21 of The Warnaco Group, Inc. and its subsidiaries
(the "Company") who have completed six months of service. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Savings Plan Committee, which is appointed by the Board of Directors of the
Company, serves without compensation and is responsible for the general
administration of the Plan and makes the final determination as to all questions
arising in connection with the interpretation, application and administration of
the Plan. Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill Lynch") serves
as trustee, investment manager, and administrative service provider of the Plan.
Contributions
Participants may elect to contribute a portion (in whole percentages from 1% to
6%) of their compensation to the Plan as a pre-tax deferral ("deferral
account"). Participants may make additional after-tax contributions to the Plan
of up to ten percent (10%) of eligible compensation. The Company matches
contributions to the Plan equal to 15% (such contributions are solely invested
in the Company's common stock fund) of a participant's contributions up to 6%
of eligible compensation. Section 401(k) of the Internal Revenue Code (the
"Code") and the Plan limit the amount certain highly compensated individuals may
contribute, based on amounts contributed by lower compensated individuals. All
employees were limited to a maximum contribution of $9,500 in 1996 and $9,240 in
1995 by Code Section 402(g). If any participant's compensation deferrals for a
year exceed the maximum allowable for that year, the excess amount may be
returned to the participant as taxable compensation. The Plan also allows
participants to rollover contributions from other qualified plans into the Plan.
4
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THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
Participants' Accounts
Each participant's account consists of (a) participant contributions (may
include both before tax and after tax contributions); (b) the participant's
share of Company matching contributions; and (c) investment earnings (losses).
The income of the Plan together with any unrealized appreciation (depreciation)
in the Plan's investments is added to (subtracted from) a participant's account
balance in the proportion that the participant's account balance bears to the
total of all participants' account balances.
Vesting
Participants in the Plan are fully vested in their contributions at all times.
Participants vest in their share of Company matching contributions and earnings
thereon over a four year period. Participants who were employed by the Company
from July 1, 1995 through December 31, 1995 are deemed to have completed one
year of service on December 31, 1995.
Retirement age
Normal retirement age is 65.
Investment options
Each participant directs the investment of their account balance into six
investment options as follows:
Travelers Group Annuity Contract: The fund invests in Guaranteed
Investment Contracts ("GICs") issued by Travelers Inc. The fund also invests in
high quality money market securities. Income is declared and reinvested monthly.
Although the fund purchases investments denominated as "guaranteed investment
contracts", neither the fund nor its units are in fact guaranteed, and such
investments are subject to claims of creditors of the GICs issuer.
Merrill Lynch Global Allocation Fund (Balanced): This fund seeks high
total return from a globally oriented portfolio of equity, debt and money market
securities. The account balance increases with earnings, and fluctuates as a
result of realized and unrealized gains and losses. Due to the nature of this
account, contributions invested in it are not guaranteed as to principal or
investment income.
Merrill Lynch Growth Fund for Investment & Retirement (Managed Equity):
This fund seeks to invest primarily in securities which fund management believes
are undervalued. Undervalued securities are securities which either are selling
at a discount from per-share book
5
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THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
value, have dividend yields greater than the stock market average or seem
capable of recovering from situations that caused the companies to become
temporarily out of favor. The account balance increases with earnings and
fluctuates as a result of realized and unrealized gains and losses. Due to the
nature of this account, contributions invested in it are not guaranteed as to
principal or investment income.
Merrill Lynch Institutional Fund (U.S. Government): This fund invests in
high quality short-term "money market" instruments such as those issued by the
U.S. Government, government agencies and instrumentalities, banks and
corporations. The fund seeks to maintain a consistent one dollar per share net
asset value, although this cannot be assured.
Merrill Lynch Equity Index Trust (Indexed Equity): This fund is a
collective trust maintained by Merrill Lynch Trust Company, therefore the funds
are commingled with other Merrill Lynch funds. The fund seeks to approximate the
total return of the Standard & Poor's 500 Composite Stock Fund Index. The
account balance increases with earnings, and fluctuates as a result of realized
and unrealized gains and losses. Due to the nature of this account,
contributions invested in it are not guaranteed as to principal or investment
income.
The Warnaco Group, Inc. Common Stock Fund: This fund offers employees an
opportunity to share in the ownership of the Company with the potential for
capital appreciation. This fund also invests in common stock of Authentic
Fitness Corporation. The account balance increases with dividends and fluctuates
as a result of realized and unrealized gains and losses. Due to the nature of
this account, contributions invested in it are not guaranteed as to principal or
investment income.
Participants may allocate investment balances to the funds in any combination as
long as each investment is made in even multiples of 10% of the participant's
fund balance.
Distributions and Withdrawals
Upon termination of service from death, disability or retirement, vested
benefits due to the participants or their beneficiaries will be paid in a lump
sum, in installments or as an annuity. Participants may withdraw their vested
account balance upon termination of employment. The Plan also allows for
hardship withdrawals under certain circumstances.
Benefit obligations for persons who have withdrawn from participation in the
Plan but had not yet been paid as of the Plan year end were $260,782 and
$626,051 as of December 31, 1996 and 1995, respectively. These amounts are
reflected as liabilities in the Plan's Form 5500.
As provided in the Plan, forfeitures by participants of Company contributions
and earnings
6
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<PAGE>
THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
thereon during any calendar month are applied as an offset to future Company
contributions payable under the Plan. Company contributions forfeited by
participants amounted to approximately $46,648 and $4,133 for the Plan Years
1996 and 1995, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting & Use of Estimates
The Plan's financial statements are prepared on the accrual basis. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Investment Valuation
Investment advisors are used to manage the Plan's investments.
Net investment income of the Plan includes interest and dividend income and net
appreciation (depreciation) in the fair value of the Plan's investments.
Administrative expenses of the Plan are paid by the Plan.
Plan investments other than insurance contracts are stated at fair value and are
determined based upon quoted market prices. Insurance company contracts are
deposit administration contracts valued at contract value, and are subject to
interest penalty for early withdrawal. Contract value, which approximates fair
value, represents contributions made under the contract, plus interest at rates
determined by the individual contracts. Transactions in individual securities
are accounted for on the trade date basis.
The Plan accounts for the changes in the difference between the fair value and
the cost of investments as unrealized appreciation (depreciation) in the
aggregate fair value of investments. Realized appreciation (depreciation) in the
aggregate fair value of investments is the difference between the proceeds
received and the average cost of investments sold. The primary function of the
distribution account is to account for the monies transferred from each of the
six other funds to pay benefits owed to participants.
7
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THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
Plan termination
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan at any time subject to the provisions of ERISA. In the event
of a termination of the Plan, all interests of participants become fully vested
and the GICs shall continue until all participants' accounts have been
completely distributed to the participants or their designated beneficiaries in
accordance with the Plan.
3. INCOME TAX STATUS
The Plan received a determination letter, dated March 12, 1996, that it met the
qualification requirements of Section 401(a) of the Internal Revenue Code and
that the Plan is exempt from federal income taxation under Section 501(a) of the
Code. The Company believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code.
Accordingly, no provision for income taxes is made in the accompanying financial
statements.
4. RELATED PARTY TRANSACTIONS
The assets of the Plan are managed by Merrill Lynch, the trustee as defined by
the Plan, and therefore these investments qualify as party-in-interest.
The Plan held 64,108 and 53,275 shares of common stock of the Company at
December 31, 1996 and 1995, respectively. The cost of such shares was $1,509,458
and $1,169,756 with a fair market value of $1,903,477 and $1,331,858 at December
31, 1996 and 1995, respectively. In addition, the Plan owned 10,443 and 14,094
shares of common stock of the Authentic Fitness Corporation ("Authentic
Fitness") at December 31, 1996 and 1995. The cost of such shares was $177,975
and $239,900 with a fair market value of $125,442 and $292,441 at December 31,
1996 and 1995. Certain officers and directors of Authentic Fitness are also
officers and directors of the Company.
8
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<PAGE>
THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
5. INVESTMENTS
The statement of changes in net assets available for benefits of each of the
investment funds, by investment option, for the periods ended January 1, 1996 to
December 31, 1996 and July 1, 1995 to December 31, 1995 is summarized as follows
(in thousands of dollars):
<TABLE>
<CAPTION>
JANUARY 1, 1996 TO DECEMBER 31, 1996
------------------------------------
A B C D E F G Total
-------- -------- -------- ------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Employee contributions $ 746 $ 440 $ 702 $ 405 $ 504 $ 389 $ 2 $ 3,188
Employer contributions 48 28 35 32 26 174 (2) 341
Interest and dividend income 731 426 293 195 -- 19 5 1,669
Net appreciation (depreciation) in
fair value of investments -- 192 541 -- 788 208 -- 1,729
-------- -------- -------- ------- -------- -------- ------ --------
Total additions $ 1,525 $ 1,086 $ 1,571 $ 632 $ 1,318 $ 790 $ 5 $ 6,927
Deductions from net assets attributed to:
Benefit payments and participant
withdrawals 4,089 461 520 987 539 271 19 6,886
Administrative fees 48 14 14 8 16 8 8 116
-------- -------- -------- ------- -------- -------- ------ --------
Total deductions 4,137 475 534 995 555 279 27 7,002
Interfund transfers - net (271) (87) 346 -- 118 (106) -- --
-------- -------- -------- ------- -------- -------- ------ --------
(Decrease) increase in net assets
available for benefits (2,883) 524 1,383 (363) 881 405 (22) (75)
Net assets available for benefits:
Beginning of period 13,623 3,807 2,592 3,822 3,495 1,624 11 28,974
-------- -------- -------- ------- -------- -------- ------ --------
End of period $ 10,740 $ 4,331 $ 3,975 $ 3,459 $ 4,376 $ 2,029 $ (11) $ 28,899
======== ======== ======== ======= ======== ======== ====== ========
</TABLE>
<TABLE>
<CAPTION>
JULY 1, 1995 TO DECEMBER 31, 1995
---------------------------------
A B C D E F G Total
-------- -------- ------- -------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Employee contributions $ 407 $ 223 $ 200 $ 262 $ 193 $ 113 $ (2) $ 1,396
Employer contributions 30 15 16 21 14 10 2 108
Interest and dividend income 476 260 230 112 1 3 -- 1,082
Net appreciation (depreciation) in
fair value of investments -- 146 (26) -- 416 204 -- 740
-------- -------- ------- -------- -------- -------- ------ --------
Total additions 913 644 420 395 624 330 -- 3,326
Deductions from net assets attributed to:
Benefit payments and participant
withdrawals 1,145 441 57 454 131 40 -- 2,268
Administrative fees 8 3 2 3 3 1 (11) 9
-------- -------- ------- -------- -------- -------- ------ --------
Total deductions 1,153 444 59 457 134 41 (11) 2,277
Interfund transfers - net (1,101) (296) 1,351 (1,068) 412 702 -- --
Transfer from Warnaco Employee
Savings Plan and Olga Company
Employee Profit Sharing Plan 14,964 3,903 880 4,952 2,593 633 -- 27,925
-------- -------- ------- -------- -------- -------- ------ --------
(Decrease) increase in net assets
available for benefits 13,623 3,807 2,592 3,822 3,495 1,624 11 28,974
Net assets available for benefits:
Beginning of period -- -- -- -- -- -- -- --
-------- -------- ------- -------- -------- -------- ------ --------
End of period $ 13,623 $ 3,807 $ 2,592 $ 3,822 $ 3,495 $ 1,624 $ 11 $ 28,974
======== ======== ======= ======== ======== ======== ====== ========
</TABLE>
9
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THE WARNACO GROUP, INC. EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C>
A- Travelers Fixed Income Fund
B- Merrill Lynch Global Allocation Fund E- Merrill Lynch Equity Index Trust
C- Merrill Lynch Growth Fund for Investment & Retirement F- The Warnaco Group, Inc. Common Stock Fund
D- Merrill Lynch Institutional Fund G- Cash and Distribution Account
</TABLE>
The net appreciation (depreciation) in fair value of investments is as follows:
<TABLE>
<CAPTION>
For the period
Jan 1 to July 1 to
Dec 31, 1996 Dec 31, 1995
------------ ------------
<S> <C> <C>
Investments at fair value as determined by quoted market price
Common Stock 207,822 204,266
Mutual Funds 1,521,208 536,441
</TABLE>
The realized gains on sales of investments were $279,271 and $149,176 for the
periods ended December 31, 1996 and 1995, respectively.
10
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Schedule I
THE WARNACO GROUP, INC.
EMPLOYEE SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
Item 27a
December 31, 1996
<TABLE>
<CAPTION>
Unit Current
Identity of Issuer Description of Investment Value Cost Value
- - ----------------------------------- ---------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C> <C>
Merrill Lynch Institutional Fund Money market mutual fund $1.00 $3,459,559 $3,459,366
Merrill Lynch Equity Index Trust Mutual Fund investing in securities 49.16 3,197,537 4,376,549
of the S&P 500
Travelers Fixed Income Fund Insurance company contracts paying a
fixed rate of return of approximately 6.4% 1.00 10,739,689 10,739,689
Merrill Lynch Global Allocation International mutual fund 14.55 4,055,944 4,331,075
Fund
The Warnaco Group, Inc. Common Common stock of Plan sponsor 27.22 1,687,433 2,028,918
Stock Fund
Merrill Lynch Growth Fund for Growth oriented mutual fund
Investment & Retirement 26.13 3,484,587 3,975,509
Cash 1.00 (11,621) (11,621)
--------------- --------------
$26,613,128 $28,899,485
=============== ==============
</TABLE>
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Schedule II
THE WARNACO GROUP, INC.
EMPLOYEE SAVINGS PLAN
Schedule of Reportable Transactions*
Item 27d
Year ended December 31, 1996
<TABLE>
<CAPTION>
Number of Purchase Number Selling
Party Involved Description of Asset Purchases Price of Sales Price
- - ------------------------------ ------------------------------ --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
Merrill Lynch Institutional Money market mutual fund 116 $1,352,225 174 $1,023,278
Fund
Merrill Lynch Equity Index Mutual Fund investing in 128 1,056,162 169 620,367
Trust securities of the S&P 500
Travelers Fixed Income Fund Insurance company contracts 214 4,281,977 226 4,474,426
paying a fixed rate of return
Merrill Lynch Fund for Growth oriented mutual fund 153 1,807,669 165 594,048
Investment & Retirement and Retirement
Merrill Lynch Global International mutual fund 124 1,303,380 163 703,547
Allocation Fund
<CAPTION>
Value on
Cost of Transaction Net Gain/
Party Involved Asset Date (Loss)
- - ------------------------------ ---------- ----------- ---------
<S> <C> <C> <C>
Merrill Lynch Institutional $1,023,280 $ 1,023,278 $ (2)
Fund
Merrill Lynch Equity Index 495,057 620,367 125,310
Trust
Travelers Fixed Income Fund 4,474,426 4,474,426 --
Merrill Lynch Fund for 539,778 594,048 54,270
Investment & Retirement
Merrill Lynch Global 653,701 703,547 49,846
Allocation Fund
</TABLE>
* Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of December 31, 1995 as defined in Section
2520.103-6 of the Department of Labor Rules & Regulations for Reporting &
Disclosure under ERISA.
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Forms S-8 (No. 33-58146 and No. 33-58148) of The Warnaco Group,
Inc. of our report dated June 26, 1997 appearing on page 1 of the Annual Report
of The Warnaco Group, Inc. Employee Savings Plan on Form 11-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
June 26, 1997
