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): October 14, 1997
THE WARNACO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4715 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 6 pages
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ITEM 2. Acquisition of Assets
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On October 14, 1997, The Warnaco Group, Inc., a Delaware corporation
("Warnaco") acquired and became the record and beneficial owner of 16,483,868
shares (the "Shares") of common stock, par value $0.01, of Designer Holdings
Ltd., a Delaware corporation ("Designer Holdings"), pursuant to a stock
exchange agreement dated as of September 25, 1997 (the "Exchange Agreement"),
among Warnaco, New Rio, L.L.C., a Delaware limited liability company ("New
Rio"), and the members of New Rio signatory thereto. Warnaco acquired
16,258,494 shares from New Rio and 225,374 shares from Covino Denim Partners
(which shares were held by New Rio as of the date of the Exchange Agreement).
In exchange for each Share Warnaco transferred to New Rio and Covino Denim
Partners 0.324 of a fully paid and nonassessable share of class A common
stock, par value $0.01 per share, of Warnaco (the "Exchange").
Effective upon the closing of the Exchange, A. Lawrence Fagan and Debra
Simon resigned from the Designer Holdings Board, the size of the Designer
Holdings Board was increased to seven and Linda J. Wachner, William S.
Finkelstein, Andrew G. Galef and Joseph A. Califano, Jr. (all four being
current directors of Warnaco) were elected to the Designer Holdings Board.
Immediately following the closing of the Exchange, the new Designer Holdings
Board elected Mrs. Wachner Chairman of the Board and appointed Mr.
Finkelstein and Stanley P. Silverstein as vice presidents of Designer
Holdings. Merril M. Halpern, Arnold H. Simon and Peter Damon Brown have
remained on the Designer Holdings Board as continuing directors.
Warnaco issued a press release on October 14, 1997 (the "Press Release")
describing the Exchange in further detail. The Press Release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
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ITEM 7. Financial Statements and Exhibits
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(a) Financial Statements
The registrant intends to file all financial statements required in
connection with this Current Report by amendment not later than 60 days from
the filing date of this Current Report.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated October 14, 1997.
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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 Silverstein_________
Its: Vice President, General
Counsel and Secretary
Date: October 20, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press Release dated 6
October 14, 1997.
