This prospectus is being filed under Rule 424(b)(2)
under the Securities Act of 1933, as amended.
This prospectus relates to Registration File No. 333-41415.
PROSPECTUS
The Warnaco Group, Inc.
5,340,773 Shares of Class A Common Stock
Par Value $.01 Per Share
_________________________
This Prospectus relates to an aggregate of 5,340,773 shares of Class A
Common Stock, par value $.01 per share (the "Common Stock"), of The Warnaco
Group, Inc., a Delaware corporation ("Warnaco"). All of the Common Stock
offered hereby may be sold from time to time by and for the account of the
Selling Stockholders named in this Prospectus (the "Selling Stockholders"). See
"Selling Stockholders" herein.
The methods of sale of the Common Stock offered hereby, and a description
of certain restrictions on sales by the Selling Stockholders of such Common
Stock, are described under the heading "Plan of Distribution." Warnaco will
receive none of the proceeds from such sales. Warnaco will pay all
registration expenses (other than legal fees of the Selling Stockholders,
underwriting discounts and commissions, selling or placement agent or broker
fees and commissions, and transfer taxes, all of which will be paid by the
Selling Stockholders) incurred in connection with the offering described in
this Prospectus.
The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commission or profit on the resale of shares
received by such broker-dealers may be deemed to be underwriting commissions
and discounts under the Securities Act. Upon Warnaco's being notified by the
Selling Stockholders that any material arrangement has been entered into with a
<PAGE>
broker or dealer for the sale of the shares through a secondary distribution,
or a purchase by a broker or dealer, a supplemented Prospectus will be filed,
if required, disclosing among other things the names of such brokers and
dealers, the number of shares involved, the price at which such shares are
being sold and the commissions paid or the discounts or concessions allowed to
such broker-dealers.
The Common Stock of Warnaco is listed on the New York Stock Exchange
(Symbol: WAC). On December 2, 1997, the closing price of the Common Stock was
$30 15/16 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is December 15, 1997.
<PAGE>
AVAILABLE INFORMATION
Warnaco is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by Warnaco may be inspected and copied
at the public reference facilities maintained by the Commission, 450 Fifth
Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and at
regional offices of the Commission at the Citicorp Center, 500 West Madison,
Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, New York,
New York 10048. Copies of such material may be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material may also be
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which Warnaco's Common Stock is listed.
In addition, the Commission maintains a site on the World Wide Web portion of
the Internet that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of such site is http://www.sec.gov.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement
on Form S-3 (the "Registration Statement"), of which this Prospectus is a
part. For further information with respect to Warnaco and the Common Stock,
reference is made to the Registration Statement and the exhibits thereto.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete; and while Warnaco
believes the descriptions of the material provisions of such contracts,
agreements and other documents contained in this Prospectus are accurate
summaries of such material provisions, reference is made to such contract,
agreement or other document filed as an exhibit to the Registration Statement
for a more complete description of the matter involved, and each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Warnaco hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Annual Report of Warnaco on Form 10-K for the fiscal year
ended January 4, 1997; (ii) Quarterly Reports of Warnaco on Form 10-Q for the
fiscal quarters ended April 5, 1997, July 5, 1997 and October 4, 1997; (iii)
Current Reports of Warnaco on Form 8-K filed on October 3, 1997, October 21,
1997, and November 24, 1997; and (iv) Schedule 14A Proxy Statement of Warnaco
filed on November 19, 1997.
Each document filed by Warnaco pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock pursuant hereto shall
be deemed to be incorporated by reference in this Prospectus and to be a part
of this Prospectus from the date of filing of such document. Any statement
<PAGE>
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for purposes of the Registration Statement and this Prospectus
to the extent that a statement contained in this Prospectus or in any
subsequently filed document that also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.
Warnaco will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents that are incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests
should be directed to The Warnaco Group, Inc., Attn: Secretary, 90 Park
Avenue, New York, New York 10016, telephone (212) 661-1300.
THE COMPANY
Warnaco was organized in Delaware in 1986. Warnaco and its subsidiaries
design, manufacture and market a broad line of women's intimate apparel, such
as bras, panties and sleepwear, and men's sportswear, underwear and
accessories, all of which are sold under such internationally recognized
owned and licensed brand names as Warner's (Registered Trademark), Olga
(Registered Trademark), Lejaby (Registered Trademark), Valentino Intimo
(Registered Trademark) and Chaps by Ralph Lauren (Registered Trademark).
Warnaco owns the trademark worldwide for Calvin Klein (Registered Trademark)
men's and women's underwear and sleepwear and licenses the Calvin Klein
trademarks worldwide for men's accessories.
On December 12, 1997, Warnaco completed a merger, which resulted
in Designer Holdings Ltd., a Delaware corporation ("Designer Holdings"),
becoming a wholly-owned subsidiary of Warnaco. Designer Holdings develops,
manufactures and markets designer jeanswear and sportswear for men, women,
juniors and petites, and has a 40-year extendable license from Calvin Klein,
Inc. to develop, manufacture and market designer jeanswear and sportswear
collections in North, South and Central America under the Calvin Klein Jeans
(Registered Trademark), CK/Calvin Klein Jeans (Registered Trademark) and
CK/Calvin Klein/Khakis (Registered Trademark) labels.
Warnaco's principal executive offices are located at 90 Park Avenue, New
York, New York 10016, and Warnaco's telephone number is (212) 661-1300.
USE OF PROCEEDS
Warnaco will not receive any of the proceeds from the sale of the Common
Stock offered by the Selling Stockholders.
<PAGE>
SELLING STOCKHOLDERS
Warnaco's Common Stock to which this Prospectus relates is being offered
by the Selling Stockholders. On December 12, 1997, WAC Acquisition
Corporation ("WAC"), a wholly owned subsidiary of Warnaco, was merged (the
"Merger") with and into Designer Holdings pursuant to an Agreement and Plan
of Merger dated as of September 25, 1997 (the "Merger Agreement"), among
Warnaco, WAC and Designer Holdings. In connection with the Merger, Warnaco
entered into a Stock Exchange Agreement dated as of September 25, 1997 (the
"Exchange Agreement"), among Warnaco, New Rio, L.L.C. and the members of New
Rio, L.L.C. signatory thereto, pursuant to which, on October 14, 1997,
Warnaco acquired 51.3% of the stock of Designer Holdings in exchange for
shares of Common Stock (the "Exchange"). An aggregate of 5,340,773 shares of
Common Stock were issued to the Selling Stockholders in the Exchange, and all
such shares are being offered hereby. For a description of certain
restrictions on sales by the Selling Stockholders see "Plan of Distribution --
Certain Restrictions on Sales by the Selling Stockholders".
The following table states the number of shares of the outstanding
Common Stock of Warnaco owned by the Selling Stockholders as of December 1,
1997, the number of such shares which may be sold for the account of the
Selling Stockholders, and the number of such shares that will be owned by the
Selling Stockholders assuming the sale of all the shares offered hereby.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Number of Shares of Common Stock of Common Stock
Selling Stockholder of Common Stock Owned to be Sold Owned After Sale
- ----------------------------- --------------------- ------------------- -------------------
<S> <C> <C> <C>
New Rio, L.L.C. . . . . . . . 5,267,752 5,267,752 0
Covino Denim Partners . . . . 73,021 73,021 0
____________________
</TABLE>
DESCRIPTION OF WARNACO CAPITAL STOCK
The summary of the terms of the capital stock of Warnaco set forth below
is qualified by reference to the restated certificate of incorporation, as
amended, of Warnaco (the "Warnaco Charter") and the bylaws of Warnaco (the
"Warnaco Bylaws").
<PAGE>
Authorized Capital Stock
Under the Warnaco Charter, Warnaco's authorized capital stock consists
of 130,000,000 shares of Common Stock, par value $0.01 per share, and
10,000,000 shares of preferred stock, par value $0.01 per share.
Warnaco Common Stock
As of December 1, 1997, 57,384,721 shares of Common Stock were issued
and outstanding. In addition, 807,963 shares of Common Stock were held in the
treasury of Warnaco, and 8,457,877 shares of Common Stock were reserved for
issuance pursuant to the Employee Stock Plan, the 1993 Stock Plan for
Non-Employee Directors and the Amended and Restated 1993 Stock Plan.
The holders of Common Stock are entitled to receive ratably, from funds
legally available for the payment therefor, dividends when and as declared by
resolution of the Warnaco Board, subject to any preferential dividend rights
which may be granted to holders of any preferred stock authorized and issued
by the Warnaco Board. In the event of liquidation, each share of Common Stock
is entitled to share pro rata in any distribution of Warnaco's assets after
payment or providing for the payment of liabilities and any liquidation
preference of any preferred stock authorized and issued by the Warnaco Board.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held of record on the applicable record date on all matters submitted
to a vote of stockholders, including the election of directors.
Holders of Common Stock have no cumulative voting rights or preemptive
rights to purchase or subscribe for any stock or other securities, and there
are no conversion rights or redemption rights or sinking fund provisions with
respect to Common Stock. The outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable.
Warnaco Preferred Stock
As of December 1, 1997, no shares of preferred stock were issued or
outstanding. Under the Warnaco Charter, the Warnaco Board has the authority,
without further stockholder approval, to create one or more series of
preferred stock, to issue shares of preferred stock in such series up to the
maximum number of shares of the relevant class of preferred stock authorized,
and to determine the preferences, rights, privileges and restrictions of any
such series, including the dividend rights, voting rights, rights and terms
of redemption, liquidation preferences, the number of shares constituting any
such series and the designation of such series. Pursuant to this authority,
the Warnaco Board could create and issue a series of preferred stock with
rights, privileges or restrictions, and adopt a stockholder rights plan,
having the effect of discriminating against an existing or prospective holder
of such securities as a result of such security holder beneficially owning or
commencing a tender offer for a substantial amount of Common Stock. One of
the effects of authorized but unissued and unreserved shares of capital stock
may be to render more difficult or discourage an attempt by a potential
acquiror to obtain control of Warnaco by means of a merger, tender offer,
proxy contest or otherwise, and thereby protect the continuity of Warnaco's
management. The issuance of such shares of capital stock may have the effect
<PAGE>
of delaying, deferring or preventing a change in control of Warnaco without
any further action by the stockholders of Warnaco. Warnaco has no present
intention to adopt a shareholder rights plan, but could do so without
shareholder approval at any future time.
Transfer Agent and Registrar
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and
registrar for the Common Stock.
PLAN OF DISTRIBUTION
Warnaco has been advised that the distribution of the Common Stock by
the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the New York Stock
Exchange or such other national security exchanges on which Warnaco's Common
Stock is listed, in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchanges, (ii) in the over-the-counter market or (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market, or in a
combination of any such transactions. Such transactions may be effected by
the Selling Stockholders at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Stockholders may effect such transactions by
selling the Common Stock to or through broker-dealers and such broker-dealers
will receive compensation in the form of discounts or commissions from the
Selling Stockholders and may receive commissions from the purchasers of the
Common Stock for whom they may act as agent (which discounts or commissions
from the Selling Stockholders or such purchasers will not exceed those
customary in the type of transactions involved).
Any broker-dealers that participate with the Selling Stockholders in the
distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commissions or discounts received
by such broker-dealers and any profit on the resale of the Common Stock by
such broker-dealers might be deemed to be underwriting discounts and
commissions under such act.
Upon Warnaco's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker or dealer for the
sale of the Common Stock through a secondary distribution, or a purchase by a
broker or dealer, a supplemented Prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing (a) the names of
such broker-dealers, (b) the number of shares involved, (c) the price at
which such shares are being sold, (d) the commission paid or the discounts or
concessions allowed to such broker-dealers, (e) where applicable, that such
broker-dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus, as supplemented, and
(f) other facts material to the transaction.
<PAGE>
Certain Restrictions on Sales by the Selling Stockholders
Under the Exchange Agreement, the Selling Stockholders have agreed, among
other things, not to offer, sell, transfer or otherwise dispose of any shares
of the Common Stock until the earlier of (i) such time at or after the
effective time of the Merger that is no earlier than the time when the holders
of Designer Holdings' common stock can sell their shares of Common Stock
issued in the Merger (without giving effect to any restrictions under
applicable securities laws) and (ii) the termination of the Merger Agreement
in accordance with its terms (such earlier time the "Release Date"). The
Selling Stockholders have also agreed not to sell, transfer or otherwise
dispose of more than 80% of the shares of Common Stock owned by them in the
aggregate for a period of one year following the effective time of the Merger,
subject to certain limited exceptions.
In connection with the proposed settlement of certain stockholder
litigation naming as defendants Designer Holdings, its board of directors,
New Rio, L.L.C. and Warnaco, Charterhouse Equity Partners II, L.P. ("CEP II"),
which beneficially owns 2,602,951 shares of Warnaco's Common Stock, has
agreed that during the 14-day period following the Release Date, but in no
event extending past December 31, 1997, it will not sell, transfer or otherwise
dispose of any shares of Common Stock unless the closing price for the Common
Stock on the New York Stock Exchange Composite Transactions Tape (the "Tape")
on any day within such 14-day period is more than 15% above or below such
closing price on the trading day immediately preceding the effective time of
the Merger. Based on the closing price on the Tape of $31 5/8 on December 11,
1997, CEP II may not sell shares of Warnaco's Common Stock unless the closing
price on the Tape is greater than $36 3/8 or less than $26 7/8 during such
14-day period. It is expected that the Release Date will be on or about
December 12, 1997.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock covered by
this Prospectus are being passed upon by Simpson Thacher & Bartlett, New
York, New York, special counsel to Warnaco.
EXPERTS
The consolidated financial statements of The Warnaco Group, Inc. and its
subsidiaries incorporated in this Registration Statement on Form S-3 by
reference to its Annual Report on Form 10-K for the year ended January 4,
1997, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, as of and for each of the two years in the
period ended January 4, 1997, and the report of Ernst & Young LLP,
independent auditors, for the one year period ended January 7, 1995, given on
the authority of said firms as experts in auditing and accounting.
