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
Date of report (date of earliest event reported): December 12, 1997
THE WARNACO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10857 95-4032739
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
90 Park Avenue
New York, New York 10016
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (212) 661-1300
(Former name or former address, if changed since last report):
Exhibit Index Appears on Page 5. Page 1 of 7 pages
<PAGE>
ITEM 2. Acquisition of Assets
On December 12, 1997, WAC Acquisition Corporation ("WAC"), a Delaware
corporation and wholly owned subsidiary of The Warnaco Group, Inc., a
Delaware corporation ("Warnaco"), was merged (the "Merger") with and into
Designer Holdings Ltd., a Delaware corporation ("Designer Holdings"), with
Designer Holdings being the surviving corporation, pursuant to an Agreement
and Plan of Merger, dated as of September 25, 1997 (the "Merger Agreement"),
among Warnaco, WAC and Designer Holdings. As a result of the Merger, (i)
each share of common stock of WAC issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") was converted into
one share of common stock of Designer Holdings, (ii) each share of common
stock of Designer Holdings owned by Designer Holdings or any direct or
indirect wholly owned subsidiary of Designer Holdings, and each share of
common stock of Designer Holdings owned by Warnaco or WAC or any other direct
or indirect wholly owned subsidiary of Warnaco was cancelled and retired, and
(iii) except as provided in (i) and (ii) above, each share of common stock of
Designer Holdings issued and outstanding immediately prior to the Effective
Time was converted into the right to receive 0.324 of a share of class A
common stock of Warnaco.
On December 12, 1997, (i) the stockholders of Designer Holdings approved
and adopted the Merger and (ii) the stockholders of Warnaco approved the
issuance of shares of class A common stock of Warnaco to Designer Holdings
stockholders in the Merger and related transactions.
The terms of the Merger were described in the Joint Proxy
Statement/Prospectus of Warnaco and Designer Holdings dated November 14,
1997, which was included in Warnaco's Registration Statement on Form S-4 (No.
333-40207). An amendment to the Merger Agreement, dated as of December 10,
1997, is Exhibit 2.1 hereto, and by this reference, made a part hereof.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements of Designer Holdings Ltd. are hereby
incorporated by reference to the Annual Report of Designer Holdings Ltd.
on Form 10-K for the year ended December 31, 1996.
(b) Pro Forma Financial Information
The pro forma information related to the consummation of the Merger and
the reference in Item 7 of the Current Report on Form 8-K of The Warnaco
Group, Inc. filed with the Securities and Exchange Commission on October 21,
1997 is hereby incorporated by reference to the Registration Statement on
Form S-4 of The Warnaco Group, Inc., filed with the Securities and Exchange
Commission on November 14, 1997 (No. 333-40207).
(c) Exhibits
Exhibit No. Description
- ----------- -----------
2.1 Amendment to Agreement and Plan of Merger dated as of December
10, 1997, among The Warnaco Group, Inc., WAC Acquisition
Corporation and Designer Holdings Ltd. (incorporated by
reference to Exhibit 2.3 of the Registration Statement on Form
S-3 of The Warnaco Group, Inc. (No. 333-41415)).
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release dated December 12, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE WARNACO GROUP, INC.
By: /s/ Stanley P. Silverstein
----------------------------------------------
Its: Vice President, General Counsel and Secretary
Date: December 29, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
2.1 Amendment to Agreement and Plan of Merger dated
as of December 10, 1997, among The Warnaco Group,
Inc., WAC Acquisition Corporation and Designer
Holdings Ltd. (incorporated by reference to Exhibit
2.3 of the Registration Statement on Form S-3 of
The Warnaco Group, Inc. (No. 333-41415))
23.1 Consent of Coopers & Lybrand L.L.P. 6
99.1 Press Release dated December 12, 1997. 7
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration
statements of The Warnaco Group, Inc. on Form S-3 (File No. 333-
41415), on
Form S-8 (File No. 33-59091) pertaining to The Warnaco Group,
Inc. Amended
and Restated 1993 Stock Plan, on Form S-8 (File No. 33-60091)
pertaining to
The Warnaco Group, Inc. Employee Savings Plan and on Form S-8
(File No.
33-60093) pertaining to the 1993 Stock Plan for Non-Employee
Directors of our
reports dated March 12, 1997, on our audits of the consolidated
financial
statements and financial statement schedule of Designer Holdings
Ltd. as of
December 31, 1996 and 1995, and for the years ended December 31,
1996 and
1995 and the four months ended December 31, 1994, and the
combined financial
statements of the Predecessor Companies for the eight months
ended August
25, 1994, which are incorporated by reference in this Form 8-K.
Coopers & Lybrand L.L.P.
New York, New York
December 29, 1997
EXHIBIT 99.1
CONTACT: Linda J. Wachner Lawrence A. Rand
212-370-8204 Kekst and Company
212-521-4800
William
S. Finkelstein
212-370-8267
FOR IMMEDIATE RELEASE
---------------------
WARNACO COMPLETES ACQUISITION OF DESIGNER HOLDINGS LTD.
-------------------------------------------------------
NEW YORK, NEW YORK, December 12, 1997 -- The Warnaco Group, Inc. (NYSE:WAC)
announced today that it has completed its previously announced acquisition
of Designer Holdings Ltd.
The acquisition of Designer Holdings by Warnaco was approved by shareholders
of both companies at special meetings today. Under the terms of the
transaction, Designer Holdings shareholders will receive .324 of a share of
Warnaco stock for each Designer Holdings share they owned.
The Warnaco Group, Inc. headquartered in New York, is a leading manufacturer
of intimate apparel, menswear, and accessories sold under such brands as
Warmers (Registered Trademark), Olga (Registered Trademark), Valentino Intimo
(Registered Trademark), Marilyn Monroe (Registered Trademark), Fruit of the
Loom (Registered Trademark) bras, Van Raalte (Registered Trademark), Lejaby
(Registered Trademark), Bodyslimmers (Registered Trademark), Chaps by Ralph
Lauren (Registered Trademark) and Calvin Klein (Registered Trademark) men's
and women's underwear, men's accessories, and men's, women's and junior women's
jeans.
