SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 4
Under the Securities Exchange Act of 1934
The Warnaco Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
934390 10 5
(CUSIP Number)
Linda J. Wachner
The Warnaco Group, Inc
90 Park Avenue
New York, NY 10016
Telephone: (212) 661-1300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 20, 1997
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(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
d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
CUSIP No. 934390 10 5
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 Linda J. Wachner
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) ( )
(b) ( )
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4 PF, SC, BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) ( )
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States of America
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SOLE VOTING POWER
7 8,268,900
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NUMBER OF SHARED VOTING POWER
SHARES 8 None
BENEFICIALLY -------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH 9 8,238,980
REPORTING -------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
WITH 10 None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 8,283,038
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
12 CERTAIN SHARES ( )
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13 14.2%
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TYPE OF REPORTING PERSON*
14 IN
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Linda J. Wachner hereby amends and supplements her Statement on
Schedule 13D, initially filed on February 22, 1993, as amended
on November 30, 1993, March 7, 1995 and January 31, 1996 (the
"Schedule 13D") with respect to the common stock, par value $.01
per share (the "Shares"), of The Warnaco Group, Inc., a Delaware
corporation (the "Company" or "Warnaco"). The Company 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.
The principal executive offices of the Company are located at 90
Park Avenue, New York, NY 10016.
Unless otherwise indicated herein, each capitalized term
used and not defined herein shall have the meaning assigned to
such term in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 8,283,038 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) 4,900,000 Shares are purchasable upon the exercise of
Warnaco employee stock options held by Mrs. Wachner.
(iii) 155,900 Shares were granted to Mrs. Wachner as a
restricted stock award on May 6, 1996 and are subject to
restrictions on transfer that lapse with respect to 25% of such
Shares on each anniversary of the date of grant.
(iv) 275,000 Shares were granted to Mrs. Wachner as a
restricted stock award on August 9, 1995 and are subject to
restrictions on transfer that lapse with respect to 25% of such
Shares on each anniversary of the date of grant.
(v) 377,000 Shares were acquired by Mrs. Wachner using a
combination of personal funds and funds borrowed from Citibank,
N.A., and Bank of California. All such borrowings have been
repaid.
(vi) 14,138 Shares were acquired by Mrs. Wachner pursuant
to the Company's 401(k) plan.
Item 5. Interest in Securities of the Issuer.
(a) Mrs. Wachner beneficially owns an aggregate of
8,283,038 Shares which would have represented 14.2% of all Shares
which would have been issued and outstanding as of December 31,
1996, assuming the excercise of all Company employee stock
options held by Mrs. Wachner. The 8,283,038 Shares beneficially
owned by Mrs. Wachner includes (i) 4,900,000 Shares purchasable
upon the exercise of Company employee stock options held by Mrs.
Wachner, (ii) 44,000 Shares held by the Linda J. Wachner
Charitable Trust of which Mrs. Wachner is the Trustee and (iii)
14,138 Shares held by Mrs. Wachner in the Company's 401(k) plan.
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:
(i) the 44,000 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 44,000 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 44,000 Shares.
(ii) the 14,138 Shares acquired by Mrs. Wachner pursuant to
the Company's 401(k) plan. Merrill Lynch Trust Company, as trustee
for the Company's 401(k) plan, has sole power to vote the 14,138
Shares held in the Company's 401(k) plan. Mrs. Wachner has sole
power to dispose of 14,080 of such 14,138 Shares, the remaining 58
Shares are restricted pursuant to the Company's 401(k) plan and can
be disposed of pursuant to certain contingencies contained therein.
(c) Effective February 20, 1997, Mrs. Wachner was issued
1,000,000 Warnaco stock options. Such options have an exercise
price of $30.375 per share and are 100% vested. Except as stated
above Mrs. Wachner has had no other transactions effected in the
past sixty days.
(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
44,000 Shares held by the Linda J. Wachner Charitable Trust.
(e) Inapplicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 27, 1997
By: /s/ Linda J. Wachner
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Linda J. Wachner
