SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Warnaco Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
934390105
(CUSIP Number)
April 5, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 4,524,900 shares, which
constitutes approximately 8.5% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 53,229,388 shares
outstanding.
<PAGE>
CUSIP No. 934390105
1. Name of Reporting Person:
Prime 66 Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 4,524,900
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 4,524,900
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,524,900
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 8.5%
12. Type of Reporting Person: PN
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is The Warnaco Group, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 90 Park
Avenue, 26th Floor, New York, New York 10016.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13G
Statement is hereby filed by Prime 66 Partners, L.P., a Texas limited
partnership (the "Reporting Person"). Additionally, information is included
herein with respect to the following persons (collectively, the "Controlling
Persons"): P-66 Genpar, L.P., a Texas limited partnership ("Genpar"), Carmel
Land & Cattle Co., a Texas corporation ("Carmel"), William P. Hallman, Jr.
("Hallman"), P-66, Inc., a Texas corporation ("P-66"), The Sid R. Bass
Management Trust, a revocable trust existing under the laws of the state of
Texas ("Trust"), and Sid R. Bass ("SRB"). The Reporting Person and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of (1) the Reporting Person, (2)
Genpar, (3) Carmel, and (4) P-66 is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102.
The principal business office for each of (1) Trust, and (2) SRB is 201
Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business office for Hallman is 201 Main Street, Suite 2500,
Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United
States of America.
Item 2(d). Title of Class of Securities.
This statement relates to shares of Class A Common Stock, par value $0.01
per share (the "Stock"), issued by the Company.
Item 2(e). CUSIP Number.
The CUSIP number of the shares of Stock is 934390105.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this box
/X/.
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial owner of
4,524,900 shares of the Stock, which constitutes approximately 8.5% of the
outstanding shares of Stock.
Controlling Persons
Each of (1) Genpar, as one of two general partners of the Reporting Person,
and (2) Carmel, as the sole general partner of Genpar, may, pursuant to Rule 13d
3 of the Act, be deemed to be the beneficial owner of 4,524,900 shares of the
Stock, which constitutes approximately 8.5% of the outstanding shares of Stock.
In his capacity as the sole shareholder of Carmel, Hallman may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,524,900 shares
of the Stock, which constitutes approximately 8.5% of the outstanding shares of
Stock.
In its capacity as one of two general partners of the Reporting Person, P-
66 may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 4,524,900 shares of the Stock, which constitutes approximately 8.5% of the
outstanding shares of Stock.
In its capacity as the sole shareholder of P-66, Trust may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 4,524,900 shares
of the Stock, which constitutes approximately 8.5% of the outstanding shares of
Stock.
In his capacity as a Trustee of Trust, SRB may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 4,524,900 shares of the Stock,
which constitutes approximately 8.5% of the outstanding shares of Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(c)
Reporting Person
Acting through its two general partners, Genpar and P-66, the Reporting
Person has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 4,524,900 shares of the Stock.
Controlling Persons
Acting through its general partner, Carmel, and in its capacity as one of
two general partners of the Reporting Person, Genpar has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
4,524,900 shares of the Stock.
In his capacity as the sole shareholder of Carmel, Hallman has the shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 4,524,900 shares of the Stock.
In its capacity as one of two general partners of the Reporting Person, P-
66 has the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 4,524,900 shares of the Stock.
In its capacity as the sole shareholder of P-66, Trust has the shared power
to vote or to direct the vote and to dispose or to direct the disposition of
4,524,900 shares of the Stock.
In his capacity as a Trustee of Trust, SRB has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 4,524,900
shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of the Reporting
Person pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons is
set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
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: April 14, 2000
PRIME 66 PARTNERS, L.P.
By: P-66, INC.
general partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Vice-President
By: P-66 GENPAR, L.P.,
general partner
By: Carmel Land & Cattle Co.,
general partner
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Vice-President
