-----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, F3FXQIsGbUqEBA9GX5Y/T5nzAy5oRiRxZTAsW0S6BI0v9QwXKOeqci+ZTJDcwkiV lYkbDJLJCuJLvJV1HgqTIQ== 0000950136-05-001166.txt : 20050304 0000950136-05-001166.hdr.sgml : 20050304 20050304162123 ACCESSION NUMBER: 0000950136-05-001166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050304 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20050304 DATE AS OF CHANGE: 20050304 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10857 FILM NUMBER: 05661554 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 8-K 1 file001.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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): March 4, 2005 (March 1, 2005)

The Warnaco Group, Inc.
(Exact name of Registrant as specified in its charter)


Delaware   001-10857     95-4032739  
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

501 Seventh Avenue, New York, New York   10018

(Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:   (212) 287-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 4.02.  Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)    On March 3, 2005, The Warnaco Group, Inc. (the "Company") announced that, like many other public companies, including those in the retail and apparel industry, the Company has reviewed its accounting practices in light of the clarification regarding existing generally accepted accounting principles ("GAAP") for lease accounting set forth by the Office of the Chief Accountant of the Securities and Exchange Commission ("SEC") on February 7, 2005. After consultation with the Company's independent auditors, and because of the SEC's recently stated position, management and the Audit Committee of the Board of Directors determined that the Company's methods of accounting for rent during construction periods and leasehold improvements funded by landlord reimbursements, in each case, primarily related to the Company's New York headquarters office lease (which commenced in May 2003), are not consistent with GAAP.

Accordingly, and consistent with disclosures by a number of public companies regarding restatements in connection with this clarification, the Company will correct this error in its consolidated financial statements for the second, third and fourth quarters of fiscal 2003, resulting in a decrease in operating income of $2.0 million. The results announced by the Company in its March 3, 2005 press release reflected this restatement. This correction did not result in a restatement of the first three quarters of fiscal 2004 as the impact on these periods was nominal. The Company recorded appropriate adjustments, which were nominal, in the fourth quarter of fiscal 2004. As the correction relates solely to accounting treatment and reclassifications, the resulting adjustments will not affect the historical timing of payments under the leases or historical and future net cash flows.

In connection with the restatement of the Company's financial statements as discussed above, on March 1, 2005, the Audit Committee of the Board of Directors determined that the Company's previously issued Quarterly Reports on Form 10-Q for the second and third quarters of fiscal 2003 and its Annual Report on Form 10-K for the fiscal year ended January 3, 2004 should no longer be relied upon and should be read in conjunction with the restated results appearing in the Company's March 3, 2005 press release and the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2005, which report the Company will file as soon as practicable. Management and the Audit Committee of the Board of Directors have discussed the matters disclosed in this Form 8-K with the Company's independent auditors.




SIGNATURE

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.

Date: March 4, 2005   By: /s/ Lawrence R. Rutkowski  
Name: Lawrence R. Rutkowski
Title:    Senior Vice President and Chief
Financial Officer



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