Prepared and filed by St Ives Financial

-----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, DUIpdz6ya9jwG0XPXXHguu7zmD28uu3q4nyLCQ7LHmmxLMtZb0ermubKZ9nYYv7g SQNBQ5ev9jYIBOXrN9Gezg== 0001125282-06-005901.txt : 20060922 0001125282-06-005901.hdr.sgml : 20060922 20060922163702 ACCESSION NUMBER: 0001125282-06-005901 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060922 DATE AS OF CHANGE: 20060922 GROUP MEMBERS: ADMIRAL ADVISORS, LLC GROUP MEMBERS: BARINGTON CAPITAL GROUP, L.P. GROUP MEMBERS: BARINGTON COMPANIES ADVISORS, LLC GROUP MEMBERS: BARINGTON COMPANIES INVESTORS, LLC GROUP MEMBERS: BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) GROUP MEMBERS: BARINGTON INVESTMENTS, L.P. GROUP MEMBERS: BARINGTON OFFSHORE ADVISORS, LLC GROUP MEMBERS: BENCHMARK OPPORTUNITAS FUND PLC GROUP MEMBERS: C4S & CO., LLC GROUP MEMBERS: JAMES MITAROTONDA GROUP MEMBERS: JEFFREY M. SOLOMON GROUP MEMBERS: LNA CAPITAL CORP. GROUP MEMBERS: MORGAN B. STARK GROUP MEMBERS: PARCHE, LLC GROUP MEMBERS: PETER A. COHEN GROUP MEMBERS: RAMIUS ADVISORS, LLC GROUP MEMBERS: RAMIUS CAPITAL GROUP, LLC GROUP MEMBERS: RAMIUS FUND III, LTD GROUP MEMBERS: STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. GROUP MEMBERS: THOMAS W. STRAUSS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WARNACO GROUP INC /DE/ CENTRAL INDEX KEY: 0000801351 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] 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: 061104713 BUSINESS ADDRESS: STREET 1: 90 PARK AVE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126611300 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: W ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19861117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 b414993_sch13d-a.htm SCHEDULE 13D/A Prepared and filed by St Ives Financial

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 1

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

The Warnaco Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

934390402

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

September 19, 2006

(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 schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: .

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Equity Partners, L.P.				13-4088890

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				607,685

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				607,685

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				607,685

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.31%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Investments, L.P.				20-2871525

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				282,589

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				282,589

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				282,589

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.61%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Advisors, LLC				20-0327470

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				282,589

		8)	SHARED VOTING POWER
				607,685

		9)	SOLE DISPOSITIVE POWER
				282,589

		10)	SHARED DISPOSITIVE POWER
				607,685

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				890,274

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.92%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Investors, LLC				13-4126527

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				607,685

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				607,685

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				607,685

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.31%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Offshore Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,040,977

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,040,977

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,040,977

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.24%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Benchmark Opportunitas Fund plc

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ireland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				20,000

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				20,000

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				20,000

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.04%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Offshore Advisors, LLC				20-4797640

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,060,977

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,060,977

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,060,977

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.29%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Capital Group, L.P.				13-3635132

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,951,251

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,951,251

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,951,251

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.20%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	LNA Capital Corp.				13-3635168

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,951,251

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,951,251

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,951,251

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.20%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	James Mitarotonda

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,951,251

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,951,251

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,951,251

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.20%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Starboard Value and Opportunity Master Fund Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				544,366

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				544,366

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				544,366

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.17%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Parche, LLC				20-0870632

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				103,689

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				103,689

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				103,689

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.22%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Admiral Advisors, LLC				37-1484525

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				648,055

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				648,055

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ramius Capital Group, L.L.C.				13-3937658

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				648,055

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				648,055

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	C4S & Co., L.L.C.				13-3946794

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				648,055

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				648,055

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Peter A. Cohen

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				648,055

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				648,055

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Morgan B. Stark

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				648,055

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				648,055

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Jeffrey M. Solomon

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				648,055

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				648,055

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 934390402

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Thomas W. Strauss

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				648,055

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				648,055

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				648,055

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				IN

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2006 (the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $0.01 per share (the “Common Stock”), of The Warnaco Group, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 501 Seventh Avenue, New York, New York 10018.

Item 2.

Identity and Background.

Item 2 of the Statement is hereby amended and restated as follows:

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, Admiral Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of September 21, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 2,599,306 shares of Common Stock, representing approximately 5.6% of the shares of Common Stock presently outstanding.

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

Benchmark Opportunitas Fund, plc is a public limited company incorporated under the law of Ireland as an investment company. The principal business of Benchmark Opportunitas Fund plc is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Benchmark Opportunitas Fund, plc is Styne House, 2^nd Floor, Upper Hatch Street, Dublin 2, Ireland. The directors of Benchmark Opportunitas Fund plc and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2.

The investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the investment advisor of Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.

Barington Companies Advisors, LLC, Barington Companies Investors, LLC and Barington Offshore Advisors, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Starboard Value and Opportunity Master Fund Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of Starboard Value and Opportunity Master Fund Ltd. is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of Starboard Value and Opportunity Master Fund Ltd. and their principal occupations and business addresses are set forth on Schedule IV and incorporated by reference in this Item 2. Parche, LLC is a Delaware limited liability company. The address of the principal business and principal office of Parche, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.

The managing member of Parche, LLC is Admiral Advisors, LLC, a Delaware limited liability company formed to be the managing member of Parche, LLC. Admiral Advisors, LLC also serves as the investment manager for Starboard Value and Opportunity Master Fund Ltd. The address of the principal business and principal office of Admiral Advisors, LLC is 666 Third Avenue, 26^th Floor, New York, New York 10017.

The sole member of Admiral Advisors, LLC is Ramius Capital Group, L.L.C. Ramius Capital Group, L.L.C. is a Delaware limited liability company that is engaged in money management and investment advisory services for third parties and proprietary accounts. The address of the principal business and principal office of Ramius Capital Group, L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. The managing member of Ramius Capital Group, L.L.C. is C4S & Co., L.L.C., a Delaware limited liability company formed to be the managing member of Ramius Capital Group, L.L.C. The address of the principal business and principal office of C4S & Co., L.L.C. is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S & Co., L.L.C. The business address of each of Messrs. Cohen, Stark, Solomon and Strauss is 666 Third Avenue, 26th Floor, New York, New York 10017.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party 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.

(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, Jim Cleary, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland, Andreas Jeschko, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, Karen Kisling, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, and Carl O’Sullivan, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and supplemented as follows:

Since the filing of the Statement, the Reporting Entities purchased an aggregate of 20,000 shares of Common Stock. The amount of funds expended for such purchases was approximately $399,752.00 by Benchmark Opportunitas Fund, plc.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

(a) As of September 21, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 607,685 shares of Common Stock, representing approximately 1.31% of the shares of Common Stock presently outstanding based upon the 46,428,816 shares of Common Stock reported by the Company to be issued and outstanding as of August 10, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on August 15, 2006 (the “Issued and Outstanding Shares”).

As of September 21, 2006, Barington Investments, L.P. beneficially owns 282,589 shares of Common Stock, constituting approximately 0.61% of the Issued and Outstanding Shares. As of September 21, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 1,040,977 shares of Common Stock, constituting approximately 2.24% of the Issued and Outstanding Shares. As of September 21, 2006, Benchmark Opportunitas Fund plc beneficially owns 20,000 shares of Common Stock, constituting approximately 0.04% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 282,589 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 890,274 shares, constituting approximately 1.92% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.31% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd. and Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC may be deemed to beneficially own the 1,040,977 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 20,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,060,977 shares, constituting approximately 2.29% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 282,589 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 1,040,977 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 20,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,951,251 shares, constituting approximately 4.20% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 282,589 shares of Common Stock beneficially owned by Barington Investments, L.P., the 1,040,977 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 20,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,951,251 shares of Common Stock, constituting approximately 4.20% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 282,589 shares of Common Stock beneficially owned by Barington Investments, L.P., the 1,040,977 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 20,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc, representing an aggregate of 1,951,251 shares of Common Stock, constituting approximately 4.20% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 607,685 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 282,589 shares of Common Stock beneficially owned by Barington Investments, L.P., the 1,040,977 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. and the 20,000 shares of Common Stock beneficially owned by Benchmark Opportunitas Fund plc. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of September 21, 2006, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 544,366 and 103,689 shares of Common Stock, respectively, constituting approximately 1.17% and 0.22%, respectively, of the Issued and Outstanding Shares. As the investment manager of Starboard Value and Opportunity Master Fund Ltd., and the managing member of Parche, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 544,366 shares and the 103,689 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 648,055 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own the 544,366 shares and the 103,689 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 648,055 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the 544,366 shares and the 103,689 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 648,055 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 544,366 shares and the 103,689 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 648,055 shares, constituting approximately 1.40% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 544,366 shares and the 103,689 shares owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.

(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that (i) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them and (ii) Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of the shares reported as beneficially owned by them.

Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

Item 5(c) of the Statement is hereby amended and supplemented as follows:

(c) No person identified in Item 2 hereof has effected any transaction in shares of such Common Stock since the filing of the Statement, except to the extent disclosed herein.

Item 6.

Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

Barington Offshore Advisors, LLC is compensated for its services as the investment advisor of Benchmark Opportunitas Fund plc by the manager of such fund pursuant to a separate agreement.

Item 7.

Material to be Filed as Exhibits.

Exhibit No.		Exhibit Description

99.3		Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Investors, LLC, Barington Companies Offshore Fund, Ltd., Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Capital Group, L.P., LNA Capital Corp., James Mitarotonda, Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, Admiral Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss dated September 22, 2006 (which supersedes and replaces the Agreement of Joint Filing dated August 21, 2006, as previously filed as Exhibit 99.1 to the Schedule 13D filed with the SEC on August 21, 2006).

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: September 22, 2006

				BARINGTON COMPANIES EQUITY PARTNERS, L.P.
				By:	Barington Companies Investors, LLC, its general partner

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON INVESTMENTS, L.P.
				By:	Barington Companies Advisors, LLC, its general partner

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON COMPANIES ADVISORS, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON COMPANIES INVESTORS, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON COMPANIES OFFSHORE FUND, LTD.
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President

				BENCHMARK OPPORTUNITAS FUND PLC
				By:	Barington Offshore Advisors, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Authorized Signatory

				BARINGTON OFFSHORE ADVISORS, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Authorized Signatory

				BARINGTON CAPITAL GROUP, L.P.
				By:	LNA Capital Corp., its general partner

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President and CEO

				LNA CAPITAL CORP.
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President and CEO

				/s/ James A. Mitarotonda

				James A. Mitarotonda

STARBOARD VALUE AND OPPORTUNITY	ADMIRAL ADVISORS, LLC
MASTER FUND LTD.	By:	Ramius Capital Group, L.L.C., its sole member

PARCHE, LLC
By: Admiral Advisors, LLC, its managing member	RAMIUS CAPITAL GROUP, L.L.C.
	By:	C4S & Co., L.L.C., as managing member

	C4S & CO., L.L.C.

By:	/s/ Jeffrey M. Solomon

Name:	Jeffrey M. Solomon
Title:	Authorized Signatory

JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

SCHEDULE I

Directors and Officers of Barington Companies Offshore Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda Director and President	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Sebastian E. Cassetta Director	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Jonathan Clipper Director	Managing Director of Bedford Management Ltd.	7 Reid Street, Suite 108 Hamilton HM11, Bermuda

Graham Cook Director	Director/Manager, Corporate Services of Byson Financial Services, Ltd.	Bison Court P.O. Box 3460 Road Town, Tortola British Virgin Islands

Forum Fund Services, Ltd. Secretary	Fund Administration	Washington Mall 1, 3^rd Flr. 22 Church Street Hamilton HM11, Bermuda

Melvyn Brunt Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

SCHEDULE II

Directors of Benchmark Opportunitas Fund plc

Name and Position	Principal Occupation	Principal Business Address

Sebastian Cassetta Director	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Jim Cleary Director	Principal of Cleary Consulting	Oriel, 25 Revington Park, North Circular Road, Limerick, Ireland

Andreas Jeschko Director	Chief Executive Officer of Benchmark Advisory Limited and Benchmark Capital Management GmbH	23 Regent House, Bisazza Street, SLM15, Sliema, Malta

Karin Kisling Director	Chief Investment Officer of Benchmark Advisory Limited	23 Regent House, Bisazza Street, SLM15, Sliema, Malta

Carl O’Sullivan Director	Partner, Arthur Cox	Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland

SCHEDULE III

Officers of LNA Capital Corp.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda President and CEO	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Sebastian E. Cassetta Secretary	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Melvyn Brunt Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

SCHEDULE IV

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd.

Name and Position	Principal Occupation	Principal Business Address

Mark Mitchell Director	Managing Director of Ramius Capital Group, L.L.C.	666 Third Avenue 26^th Floor New York, New York 10017

Jeffrey M. Solomon Director	Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius Capital Group, L.L.C.	666 Third Avenue 26^th Floor New York, New York 10017

CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

SCHEDULE V

This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Shares purchased by Benchmark Opportunitas Fund plc

Date	Number of Shares	Price Per Share		*Cost()**

9/20/2006	20,000	$	19.9876	$	399,752.00


(*)	Excludes commissions and other execution-related costs.

GRAPHIC 2 emptybox.gif GRAPHIC begin 644 emptybox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end GRAPHIC 3 tickedbox.gif GRAPHIC begin 644 tickedbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& EX-99.1 4 b414993_ex99-1.htm EXHIBIT 99.1 Prepared and filed by St Ives Financial

EXHIBIT 99.1

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement of Joint Filing supersedes and replaces the Agreement of Joint Filing dated August 21, 2006.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: September 22, 2006

		BARINGTON COMPANIES EQUITY PARTNERS, L.P.
		By:	Barington Companies Investors, LLC, its general partner

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

		BARINGTON INVESTMENTS, L.P.
		By:	Barington Companies Advisors, LLC, its general partner

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

BARINGTON COMPANIES ADVISORS, LLC

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

BARINGTON COMPANIES INVESTORS, LLC

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

BARINGTON COMPANIES OFFSHORE FUND, LTD.

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President

BENCHMARK OPPORTUNITAS FUND PLC

				By:	Barington Offshore Advisors, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Authorized Signatory

BARINGTON OFFSHORE ADVISORS, LLC

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Authorized Signatory

		BARINGTON CAPITAL GROUP, L.P.
		By:	LNA Capital Corp., its general partner

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President and CEO

LNA CAPITAL CORP.

				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President and CEO


				/s/ James A. Mitarotonda

				James A. Mitarotonda

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.	ADMIRAL ADVISORS, LLC
	By:	Ramius Capital Group, L.L.C., its sole member

PARCHE, LLC		RAMIUS CAPITAL GROUP, L.L.C.
By:	Admiral Advisors, LLC, its managing member	By:	C4S & Co., L.L.C., as managing member

C4S & CO., L.L.C.
By:	/s/ Jeffrey M. Solomon

Name:	Jeffrey M. Solomon
Title:	Authorized Signatory

JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

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