SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 6, 2000
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THE WARNACO GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10857 95-4032739
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
90 Park Avenue, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 661-1300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On October 6, 2000, The Warnaco Group, Inc. and/or one or more of
its subsidiaries completed certain financing transactions previously
announced to amend and extend up to $2.56 billion of existing financing
facilities on a secured basis through August 12, 2002. The principal
agreements entered into on October 6, 2000 included (i) the Intercreditor
Agreement, (ii) the Amendment, Modification, Restatement and General
Provisions Agreement, (iii) the Amended and Restated Receivables Purchase
Agreement and (iv) the Trade Credit Agreement. On September 19, 2000,
Warnaco entered into (i) the Memorandum of Understanding with Scotia
Capital (U.S.A.) Inc. which amended the equity forward purchase transaction
dated December 10, 1999 and (ii) the Memorandum of Understanding with
SunTrust Bank which amended the equity forward purchase transaction dated
February 10, 2000. The Company also issued a press release on October 6,
2000 announcing the completion of the financing transactions previously
announced on July 20, 2000 and September 29, 2000. All of the
aforementioned documents are both attached hereto as exhibits and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Intercreditor Agreement, dated as of October 6, 2000, among
The Warnaco Group, Inc., Warnaco Inc., the other
subsidiaries of The Warnaco Group, Inc. party thereto, The
Bank of Nova Scotia, as Administrative Agent, The Bank of
Nova Scotia and Salomon Smith Barney Inc., as Lead
Arrangers, The Bank of Nova Scotia and Citibank, N.A., as
Debt Coordinators, The Bank of Nova Scotia, Salomon Smith
Barney Inc., Morgan Guaranty Trust Company of New York,
Commerzbank A.G., New York Branch and Societe Generale, as
Arrangers, Societe Generale, as Security Agent, the other
financial institutions from time to time parties thereto and
State Street Bank and Trust Company, as Collateral Trustee.
99.2 Amendment, Modification, Restatement and General Provisions
Agreement, dated as of October 6, 2000, among The Warnaco
Group, Inc., Warnaco Inc., the other subsidiaries of The
Warnaco Group Inc., party thereto, The Bank of Nova Scotia
and Citibank N.A., as Debt Coordinators, The Bank of Nova
Scotia, as Administrative Agent and State Street Bank and
Trust Company, as Collateral Trustee.
99.3 Amended and Restated Receivables Purchase Agreement, dated
as of October 6, 2000 among Warnaco Operations Corporation,
as Seller, Gregory Street, Inc., as Servicer, various
financial institutions, as Purchasers, The Bank of Nova
Scotia, as Agent and Citibank, N.A., as the Co-Agent.
99.4 Credit Agreement dated as of October 6, 2000 among Warnaco
Inc., as the U.S. Borrower, Designer Holdings, Ltd., as the
Sub Borrower, Authentic Fitness Products Inc. and the other
wholly-owned subsidiaries of The Warnaco Group, Inc.
designated from time to time, as the Warnaco Sub Borrowers,
Warnaco (HK) Ltd., Warnaco B.V., Warnaco Netherlands B.V.
and Warnaco Holland B.V., as the Foreign Borrowers, The
Warnaco Group, Inc., as Guarantor, certain financial
institutions, as the Lenders, The Bank of Nova Scotia and
Bank of America, N.A., as the Fronting Bank and The Bank of
Nova Scotia, as the Administrative Agent for the Lenders and
The Bank of Nova Scotia and Salomon Smith Barney, Inc. as
Co-Lead Arrangers and Co-Book Managers (the "Trade Credit
Agreement").
99.5 Memorandum of Understanding, dated September 19, 2000
between Scotia Capital (U.S.A.) Inc. and The Warnaco Group,
Inc.
99.6 Equity Forward Purchase Transaction, dated December 10, 1999
between Scotia Capital (U.S.A.) Inc. and The Warnaco Group,
Inc.
99.7 Memorandum of Understanding, dated September 19, 2000
between SunTrust Bank and The Warnaco Group, Inc.
99.8 Equity Forward Purchase Transaction, dated February 10, 2000
between SunTrust Bank and The Warnaco Group, Inc.
99.9 Press Release, dated October 6, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE WARNACO GROUP, INC.
Dated: October 11, 2000 By: /s/ Stanley P. Silverstein
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Name: Stanley P. Silverstein
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Intercreditor Agreement, dated as of October 6, 2000, among
The Warnaco Group, Inc., Warnaco Inc., the other
subsidiaries of The Warnaco Group, Inc. party thereto, The
Bank of Nova Scotia, as Administrative Agent, The Bank of
Nova Scotia and Salomon Smith Barney Inc., as Lead
Arrangers, The Bank of Nova Scotia and Citibank, N.A., as
Debt Coordinators, The Bank of Nova Scotia, Salomon Smith
Barney Inc., Morgan Guaranty Trust Company of New York,
Commerzbank A.G., New York Branch and Societe Generale, as
Arrangers, Societe Generale, as Security Agent, the other
financial institutions from time to time parties thereto and
State Street Bank and Trust Company, as Collateral Trustee.
99.2 Amendment, Modification, Restatement and General Provisions
Agreement, dated as of October 6, 2000, among The Warnaco
Group, Inc., Warnaco Inc., the other subsidiaries of The
Warnaco Group Inc., party thereto, The Bank of Nova Scotia
and Citibank N.A., as Debt Coordinators, The Bank of Nova
Scotia, as Administrative Agent and State Street Bank and
Trust Company, as Collateral Trustee.
99.3 Amended and Restated Receivables Purchase Agreement, dated
as of October 6, 2000 among Warnaco Operations Corporation,
as Seller, Gregory Street, Inc., as Servicer, various
financial institutions, as Purchasers, The Bank of Nova
Scotia, as Agent and Citibank, N.A., as the Co-Agent.
99.4 Credit Agreement dated as of October 6, 2000 among Warnaco
Inc., as the U.S. Borrower, Designer Holdings, Ltd., as the
Sub Borrower, Authentic Fitness Products Inc. and the other
wholly-owned subsidiaries of The Warnaco Group, Inc.
designated from time to time, as the Warnaco Sub Borrowers,
Warnaco (HK) Ltd., Warnaco B.V., Warnaco Netherlands B.V.
and Warnaco Holland B.V., as the Foreign Borrowers, The
Warnaco Group, Inc., as Guarantor, certain financial
institutions, as the Lenders, The Bank of Nova Scotia and
Bank of America, N.A., as the Fronting Bank and The Bank of
Nova Scotia, as the Administrative Agent for the Lenders and
The Bank of Nova Scotia and Salomon Smith Barney, Inc. as
Co-Lead Arrangers and Co-Book Managers (the "Trade Credit
Agreement").
99.5 Memorandum of Understanding, dated September 19, 2000 between
Scotia Capital (U.S.A.) Inc. and The Warnaco Group, Inc.
99.6 Equity Forward Purchase Transaction, dated December 10, 1999
between Scotia Capital (U.S.A.) Inc. and The Warnaco Group, Inc.
99.7 Memorandum of Understanding, dated September 19, 2000 between
SunTrust Bank and The Warnaco Group, Inc.
99.8 Equity Forward Purchase Transaction, dated February 10, 2000
between SunTrust Bank and The Warnaco Group, Inc.
99.9 Press Release, dated October 6, 2000.
