This prospectus is being filed under Rule 424(b)(3)
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 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 January 28, 1998, the closing price of the Common Stock
was $33 7/8 per share.
<PAGE>
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 January 30, 1998.
<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, November 24, 1997 and December 29, 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
<PAGE>
and to be a part of this Prospectus from the date of filing of such
document. Any statement 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.
<PAGE>
USE OF PROCEEDS
Warnaco will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Stockholders.
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. ("New
Rio") and the members of New Rio 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 New Rio and Covino Denim
Partners 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 January
29, 1998, 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.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares Number of Shares
of Common Stock of Common Stock of Common Stock
Selling Stockholder Owned to be Sold Owned After Sale
------------------- ----------------------- ---------------------- --------------------
<S> <C> <C> <C>
New Rio, L.L.C.<F1> . . . . . . . . . . . . . . . . . . 5,267,752 5,267,752 0
Charterhouse Equity Partners
II, L.P.<F1><F2> . . . . . . . . . . . . . . . . . . 2,602,951 2,602,951 0
Chef Nominees Limited<F1><F2> . . . . . . . . . . . . . 5,163 5,163 0
Arnold H. Simon<F1><F2><F3> . . . . . . . . . . . . . . 2,430,936 2,430,936 0
A.S. Enterprises, L.L.C.<F1><F2> . . . . . . . . . . . 98,148 98,148 0
Martin L. Berman<F1><F2> . . . . . . . . . . . . . . . 45,731 45,731 0
Phyllis West Berman<F1><F2> . . . . . . . . . . . . . . 16,551 16,551 0
Steven E. Berman<F1><F2> . . . . . . . . . . . . . . . 17,260 17,260 0
Mark N. Kaplan as Trustee
f/b/o Mark K. Berman<F1><F2> . . . . . . . . . . . . 25,506 25,506 0
Mark N. Kaplan as Trustee
f/b/o Alison A. Berman<F1><F2> . . . . . . . . . . . 25,506 25,506 0
Covino Denim Partners . . . . . . . . . . . . . . . . . 73,021 73,021 0
____________________
<FN>
<F1> Upon the dissolution of New Rio, the shares of Common Stock held by New
Rio shall be allocated to the members of New Rio as set forth opposite
their names above.
<F2> A member of New Rio.
<F3> Simultaneously with the consummation of the Exchange, Mr. Simon pledged
31,500 of his shares of Common Stock to Warnaco as security for
certain loans owed by Mr. Simon to Designer Holdings. Prior to the
consummation of the Merger, Mr. Simon served as President and Chief
Executive Officer of Designer Holdings.
/TABLE
<PAGE>
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").
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 January 26, 1998, 61,993,560 shares of Common Stock were
issued and outstanding. In addition, 1,330,863 shares of Common Stock were
held in the treasury of Warnaco, and 9,751,043 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 January 26, 1998, 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
<PAGE>
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 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.
<PAGE>
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.
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.
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 Post-Effective Amendment to the
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.
