SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Warnaco Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
934390105
(CUSIP Number)
October 2, 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 7,050,000 shares, which
constitutes approximately 13.4% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are
52,692,100 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: 7,050,000
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 7,050,000
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,050,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 13.4%
12. Type of Reporting Person: PN
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13G Statement dated
April 14, 2000 (the "Schedule 13G"), relating to the Class A Common
Stock, par value $0.01 per share, of The Warnaco Group, Inc. (the
"Issuer"). Unless otherwise indicated, all defined terms used herein
shall have the same meanings as those set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 is amended and restated in its entirety as follows:
(a) - (b)
Reporting Person
Pursuant to Rule 13d-3(a), the Reporting Person is the beneficial
owner of 7,050,000 shares of the Stock, which constitutes approximately
13.4% 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
7,050,000 shares of the Stock, which constitutes approximately 13.4% 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
7,050,000 shares of the Stock, which constitutes approximately 13.4% 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 7,050,000 shares of the Stock, which constitutes
approximately 13.4% 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
7,050,000 shares of the Stock, which constitutes approximately 13.4% 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 7,050,000 shares
of the Stock, which constitutes approximately 13.4% 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 7,050,000 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 7,050,000 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 7,050,000 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 7,050,000 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 7,050,000 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
7,050,000 shares of the Stock.
Item 10. Certification.
Item 10 is restated in its entirety as follows:
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: October 4, 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
