-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mdg9EW1+ZE0gVHjZ9pSrmTO/tMgnHVrL0MX5n33ZjgU3PkASqshvZ4b529XvkcK7 maWuXrbGok97BMvT2tnyKA== 0000950103-96-000697.txt : 19960205 0000950103-96-000697.hdr.sgml : 19960205 ACCESSION NUMBER: 0000950103-96-000697 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960202 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WARNACO GROUP INC /DE/ CENTRAL INDEX KEY: 0000801351 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 954032739 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41889 FILM NUMBER: 96510784 BUSINESS ADDRESS: STREET 1: 90 PARK AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126611300 FORMER COMPANY: FORMER CONFORMED NAME: W ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19861117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WACHNER LINDA J CENTRAL INDEX KEY: 0000902619 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 PARK AVE 26TH FL CITY: NEWQ YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126611300 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) THE WARNACO GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK $.01 PAR VALUE (Title of Class of Securities) 934390105 (CUSIP Number) Linda J. Wachner (Name of Person Filing Statement) Linda J. Wachner The Warnaco Group, Inc. 90 Park Avenue New York, New York 10016 Tel. No.:(212) 661-1300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 17, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]. Check the following box if a fee is being paid with this statement: [ ]. SCHEDULE 13D ______________________________ ________________________________ | | | | |CUSIP No. 93490105 | | Page 2 of 7 Pages | |____________________________| |______________________________| ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | Linda J. Wachner | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | _ | | | (a) |_| | | | _ | | | (b) |_| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | SOURCE OF FUNDS | | | PF, SC, BK | |____|____________________________________________________________________| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ | | | PURSUANT TO ITEMS 2(d) or 2(E) |_| | | | | |____|____________________________________________________________________| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | United States | |____|____________________________________________________________________| | | 7 | SOLE VOTING POWER | | | | 7,119,000 | | NUMBER OF |____|_______________________________________________| | SHARES | 8 | SHARED VOTING POWER | | BENEFICIALLY | | NONE | | OWNED BY |____|_______________________________________________| | EACH | 9 | SOLE DISPOSITIVE POWER | | REPORTING | | 7,069,000 | | PERSON |____|_______________________________________________| | WITH | 10 | SHARED DISPOSITIVE POWER | | | | NONE | |____________________|____|_______________________________________________| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 7,119,000 | |____|____________________________________________________________________| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW EXCLUDES _ | | | CERTAIN SHARES |_| | |____|____________________________________________________________________| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW | | | 12.93% | |____|____________________________________________________________________| | 14 | TYPE OF REPORTING PERSON | | | IN | |____|____________________________________________________________________| SEC 1746 (9-88) 2 of 7 Linda J. Wachner hereby amends and supplements her Report on Schedule 13D, initially filed on February 22, 1993, as amended on November 30, 1993 and March 7, 1995 (the "Schedule 13D") with respect to the purchase and granting of options of shares of Class A Common Stock, $.01 par value (the "Shares") of The Warnaco Group, Inc. (the "Company"). The Company declared a stock split in the form of a stock dividend of two Shares of Common Stock for every one Share of Common Stock, which was distributed on October 3, 1994. All Share numbers contained in this Schedule 13D have been restated to reflect the stock split. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 3. Source and Amount of Funds or Other Considerations. The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following information: Of the 7,119,000 Shares beneficially owned by Mrs. Wachner: (i) 2,561,000 Shares were acquired by Mrs. Wachner pursuant to the Warnaco Amended and Restated 1988 Employee Stock Purchase Plan in exchange for $430 in cash and a non-recourse non-interest bearing promissory note payable to the Company, the current principal amount which is $5,971,430. Mrs. Wachner has pledged such Shares to Warnaco pursuant to a pledge agreement to secure the payment of such promissory note. The promissory note and pledge agreement were filed as Exhibits A and B to Amendment No. 1 to Schedule 13D filed November 30, 1993. (ii) 3,900,000 Shares are purchasable upon the exercise of Warnaco employee stock options held by Mrs. Wachner. (iii) 275,000 Shares were granted to Mrs. Wachner as a restricted stock award on August 9, 1995 and are subject to restrictions on transfer that lapse with respect to 25% of such Shares on each anniversary of the date of grant. (iv) The remaining 383,000 Shares were acquired by Mrs. Wachner using a combination of personal funds and funds borrowed from Citibank, N.A. and Bank of California. All of such borrowings have been repaid. Item 5. Interest in Securities of the Issuer. The response set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following information: (a) Mrs. Wachner beneficially owns an aggregate of 7,119,000 Shares which represents 12.93% of all outstanding Shares. The 7,119,000 Shares beneficially owned by Mrs. Wachner, includes (i) 3,900,000 Shares purchasable upon the exercise of Warnaco employee stock options held by Mrs. Wachner and (ii) 50,000 Shares held by the Linda J. Wachner Charitable Trust of which Mrs. Wachner is the Trustee. Except as set forth in this Item 5(a), Mrs. Wachner does not beneficially own any Shares. Mrs. Wachner disclaims that she is a member of a group with any other holder or holders of Shares. (b) Mrs. Wachner has the sole power to vote and dispose of all Shares beneficially owned except for the 50,000 Shares held by the Linda J. Wachner Charitable Trust. As Trustee of the Linda J. Wachner Charitable Trust, Mrs. Wachner has the sole power to vote the 50,000 Shares held by the Linda J. Wachner Charitable Trust and Kenneth I. Starr, the Special Trustee for the Linda J. Wachner Charitable Trust, has the sole power to dispose of such 50,000 Shares. Mr. Starr's business address is Starr & Co., P.C., 350 Park Avenue, New York, NY 10022. Mr. Starr's principal occupation is as a partner in the accounting firm of Starr & Co., P.C. During the last five years, Mr. Starr has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a part to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Starr is a citizen of the United States. (c) The only transactions in Shares effected by Mrs. Wachner during the past 60 days are that on January 17, 1996, Mrs. Wachner was granted Warnaco employee stock options to purchase 1,000,000 Shares at $24.375 per share, all of which options are currently exercisable. (d) Mrs. Wachner has the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all Shares that she beneficially owns other than the 50,000 Shares held by the Linda J. Wachner Charitable Trust. (e) Inapplicable Item 7. Material to be Filed as Exhibits. None. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 31, 1996 By: Linda J. Wachner ---------------- Linda J. Wachner -----END PRIVACY-ENHANCED MESSAGE-----