8-K/A

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

FORM 8-K/A
(AMENDMENT NO. 3)

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2006 (January 31, 2006)

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

N/A
(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))

EXPLANATORY NOTE

On August 8, 2006, The Warnaco Group, Inc. (the ‘‘Company’’) issued a press release and filed a related Current Report on Form 8-K with the Securities and Exchange Commission (‘‘SEC’’) in which it announced that it would be restating previously reported financial information for the three months ended December 31, 2005, the fiscal year ended December 31, 2005 (‘‘Fiscal 2005’’) and the three months ended April 1, 2006. The restatements of the Company's financial statements for such periods were included in an Amended Annual Report on Form 10-K/A and Amended Quarterly Report on Form 10-Q/A, in each case, filed with the SEC on September 6, 2006.

This Amendment No. 3 (this ‘‘Amendment No. 3’’) to the Company's Current Report on Form 8-K, dated February 3, 2006 (as amended by Amendment No. 1, dated February 15, 2006, and Amendment No. 2, dated April 14, 2006, the ‘‘Form 8-K’’) is being filed to reflect the restatement of the Company's financial statements for Fiscal 2005. As described in the Company's August 8, 2006 press release and in the Company's Amended Annual Report on Form 10-K/A, the restatement of the Fiscal 2005 financial statements was required to correct for certain irregularities primarily related to the accounting for certain returns and customer allowances at the Company's Chaps menswear division. The restatement also corrects for certain immaterial errors.

Specifically, this Amendment No. 3 amends and restates Item 2.01 – Completion of Acquisition or Disposition of Assets, Item 9.01 (b) – Pro Forma Financial Information, and Exhibit 99.2. – Pro Forma Condensed Combined Financial Statements of the Company and CKJEA Business, in each case, to reflect the restatement of the Company's financial statements for Fiscal 2005. The special purpose carve-out combined financial statements of the CKJEA Business (included as Exhibit 99.1 to the Form 8-K) are not affected by the restatement.

Except as required to reflect the restatement described above, no other modifications or updates have been made to the Form 8-K. Information not affected by the restatement remains unchanged and reflects the disclosures made at the time of, and as of the dates described in, the Form 8-K. This Amendment No. 3 does not describe events occurring after the Form 8-K or modify or update disclosures (including forward-looking statements) which may have been affected by events or changes in facts occurring after the date of the Form 8-K. Accordingly, this Amendment No. 3 should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the Form 8-K, as information in such filings may update or supersede certain information contained in this Amendment No. 3.

Item 2.01.    Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Current Report on Form 8-K of the Company, dated February 3, 2006 (as amended by Amendment No. 1 to the Form 8-K, dated February 15, 2006, the ‘‘Initial 8-K’’), on January 31, 2006, WF Overseas Fashion C.V., an indirect wholly-owned subsidiary of the Company, consummated the acquisition (the ‘‘Acquisition’’) of 100% of the shares of the companies (collectively, the ‘‘CKJEA Business’’) that operate the licenses and related wholesale and retail businesses of Calvin Klein^® jeanswear and accessories in Europe and Asia and the CK Calvin Klein ‘‘bridge’’ line of sportswear and accessories in Europe. Amendment No. 2 to the Form 8-K, dated April 14, 2006, had amended the Initial 8-K to include financial statements and unaudited pro forma financial information which were not included in the Initial 8-K pursuant to Item 9.01(a)(4) and (b)(2) of Form 8-K. As described in the Explanatory Note above, this Amendment No. 3 on Form 8-K/A further amends the Form 8-K to reflect the restatement of the Company's financial statements for Fiscal 2005.

Forward Looking Statements

This Amendment No. 3 on Form 8-K/A, as well as certain other written, electronic and oral disclosure made by the Company from time to time, contains ‘‘forward-looking statements’’ within the meaning of Rule 3b-6 under the Securities Exchange Act of 1934, as amended, Rule 175 under the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements involve risks and uncertainties and reflect, when made, the Company's estimates, objectives, projections, forecasts, plans, strategies, beliefs, intentions, opportunities and expectations. Actual results may differ materially from anticipated results or expectations and investors are cautioned not to place undue reliance on any forward-looking statements. Statements other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by, among other things, the use of forward-looking language, such as the words ‘‘believe,’’ ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘project,’’ ‘‘scheduled to,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘will be,’’ ‘‘will continue,’’ ‘‘will likely result,’’ or the negative of those terms, or other similar words and phrases or by discussions of intentions or strategies.

The following factors, among others and in addition to those described in the Company's reports filed with the SEC (including, without limitation, those described under the headings ‘‘Risk Factors’’ and ‘‘Statement Regarding Forward-Looking Disclosure,’’ as such disclosure may be modified or supplemented from time to time), could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by it: economic conditions that affect the apparel industry; the Company's failure to anticipate, identify or promptly react to changing trends, styles, or brand preferences; further declines in prices in the apparel industry; declining sales resulting from increased competition in the Company's markets; increases in the prices of raw materials; events which result in difficulty in procuring or producing the Company's products on a cost-effective basis; the effect of laws and regulations, including those relating to labor, workplace and the environment; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; the Company's ability to protect its intellectual property or the costs incurred by the Company related thereto; the Company's dependence on a limited number of customers; the Company's dependence on license agreements with third parties; the Company's dependence on the reputation of its brand names, including, in particular, Calvin Klein; the Company's exposure to conditions in overseas markets in connection with the Company's foreign operations and the sourcing of products from foreign third-party vendors; the Company's foreign currency exposure; unanticipated internal control deficiencies or weaknesses or ineffective disclosure controls and procedures; the sufficiency of cash to fund operations, including capital expenditures; the Company's dependence on its senior management team and other key personnel; the limitations on purchases under the Company's share repurchase program contained in the Company's debt instruments, the number of shares that the Company purchases under such program and the prices paid for such shares; the failure of newly acquired businesses, including the CKJEA Business, to generate expected levels of revenues; the failure of the Company to successfully integrate such businesses with its existing businesses (and as a result, not achieving all or a substantial portion of the anticipated

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benefits of the acquisition); and such newly acquired business being adversely affected, including by one or more of the factors described above and thereby failing to achieve anticipated revenues and earnings growth.

The Company encourages investors to read the section entitled ‘‘Risk Factors’’ and the discussion of the Company's critical accounting policies under ‘‘Management's Discussion and Analysis of Financial Condition and Results of Operations — Discussion of Critical Accounting Policies’’ included in the Company's Annual Report on Form 10-K/A, as such discussions may be modified or supplemented by subsequent reports that the Company files with the SEC. The foregoing discussion is not exhaustive but is designed to highlight important factors that may affect actual results. Forward-looking statements speak only as of the date on which they are made, and, except for the Company's ongoing obligation under the U.S. federal securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01.    Financial Statements and Exhibits.

	(a)	Financial Statements of Business Acquired.    The special purpose carve-out combined financial statements of the CKJEA Business as of September 30, 2005 and December 31, 2004 and for the nine-month period ended September 30, 2005 have been prepared in accordance with accounting principles generally accepted in Italy (‘‘Italian GAAP’’) and were attached as Exhibit 99.1 to the Form 8-K.

	(b)	Pro Forma Financial Information.    The unaudited pro forma condensed combined financial statements of the Company and the CKJEA Business as of December 31, 2005 and for Fiscal 2005 (as amended to reflect the restatement of the Company's financial statements for Fiscal 2005) have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’) and are attached as Exhibit 99.2 to this Amendment No. 3 on Form 8-K/A (which Exhibit is incorporated herein by reference).

	(c)	Exhibits.

Exhibit No.			Description
23.1			Consent of KPMG S.p.A. (included as Exhibit 23.1 to the Form 8-K)
99.1			Financial Statements of the CKJEA Business (included as Exhibit 99.1 to the Form 8-K)
99.2			Pro Forma Condensed Combined Financial Statements of the Company and the CKJEA Business (As Restated)

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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: September 28, 2006			By:   /s/ LAWRENCE R. RUTKOWSKI
			Name:    Lawrence R. Rutkowski Title:       Executive Vice President-Finance, Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.			Document
23.1			Consent of KPMG S.p.A. (included as Exhibit 23.1 to the Form 8-K)
99.1			Financial Statements of the CKJEA Business (included as Exhibit 99.1 to the Form 8-K)
99.2			Pro Forma Condensed Combined Financial Statements of the Company and the CKJEA Business (As Restated)

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EX-99.2

Exhibit 99.2

The Warnaco Group, Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

As described in the Explanatory Note to Amendment No. 3 on Form 8-K/A, the following unaudited pro forma condensed combined financial statements have been amended to reflect the restatement of the Company's financial statements for the fiscal year ended December 31, 2005. The unaudited pro forma condensed combined statement of operations for the Fiscal Year Ended December 31, 2005 combines the historical consolidated statement of operations of The Warnaco Group, Inc. (the ‘‘Company’’) and Fingen — CK Jeanswear Distribution Business (the ‘‘CKJEA Business’’) giving effect to the acquisition (the ‘‘Acquisition’’) by the Company of 100% of the shares of the companies that operate the CKJEA Business as if it had occurred on January 2, 2005. The unaudited pro forma condensed combined balance sheet as of December 31, 2005 combines the historical consolidated balance sheet of the Company with the historical combined balance sheet of the CKJEA Business as if the transaction had been consummated on December 31, 2005. The unaudited pro forma condensed combined financial information should be read in conjunction with the:

	•	accompanying notes to the unaudited pro forma condensed combined financial information;

	•	historical financial statements of the Company as of and for the fiscal year ended December 31, 2005 included in its Annual Report on Form 10-K/A filed on September 6, 2006; and

	•	historical special purpose carve-out combined financial statements of the Fingen — Calvin Klein Jeanswear Distribution Business prepared in accordance with accounting principles generally accepted in Italy (‘‘Italian GAAP’’) as of and for the nine months ended September 30, 2005 previously filed as an exhibit to the Form 8-K.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the consolidated results of operations or financial position that the Company would have reported had the transaction been completed on the dates presented. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined companies that will be reported in the future.

The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting with the Company treated as the acquirer. The pro forma financial information included herein reflects adjustments to record the Acquisition and allocate the purchase price to the fair values of the assets acquired and liabilities assumed using management’s preliminary estimates of their respective fair values as of the date of Acquisition based upon information available and certain assumptions that management believes are reasonable. Definitive allocations will be finalized based upon certain valuations and other studies that will be performed by the Company with the assistance of outside valuation specialists. Accordingly, the purchase price allocation included herein is preliminary and is subject to revision based upon a final determination of the fair values of the assets acquired and liabilities assumed. In addition, the purchase price is subject to certain post-closing adjustments primarily related to the amount of working capital acquired. Changes to the preliminary purchase price allocation may result in additional expense recorded in the Company’s results of operations in the future.

The unaudited pro forma condensed combined statement of operations includes certain purchase accounting adjustments, including items expected to have a continuing effect on the Company’s combined results. The adjustments include depreciation and amortization expense related to fair values of the acquired fixed and intangible assets and interest expense on debt used to fund the Acquisition. The unaudited pro forma condensed combined statement of operations does not reflect the effects of any revenue increases, product procurement savings, cost savings or other operating

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efficiencies that may result from the Acquisition. The Company is currently finalizing detailed integration plans in an effort to realize synergies and cost savings in several areas, including the sourcing of its products, decreased operating expenses through economies of scale and improved asset utilization, coordinated purchasing programs and other integration strategies.

The unaudited pro forma condensed combined statement of operations does not reflect certain one time non-recurring charges that will be recorded as a result of the Acquisition. These charges include:

	•	a $2.0 million non-cash charge associated with the step-up in the carrying cost of inventory to its fair value (to be amortized over a period of approximately three months)

	•	a $1.9 million non-cash charge representing the fair value of the sales order backlog of the CKJEA Business acquired (to be amortized over a period of approximately four months) and

	•	a $2.5 million exchange rate loss realized by the Company on a forward contract to purchase euros in connection with the consummation of the Acquisition.

The balance sheet and statement of operations data for the CKJEA Business as of and for the year ended December 31, 2005 have been prepared from the unaudited management accounts of the CKJEA Business and reflect adjustments for accounting principles generally accepted in the United States (‘‘U.S. GAAP’’) and the application of the Company's significant accounting policies. Adjustments recorded to conform to U.S. GAAP include the elimination of certain deferred start-up and research and developments costs from the balance sheet (and the elimination of the related amortization expense from the statement of operations) and the elimination of a non-recurring gain realized upon the sale of certain retail stores in January 2005 from the statement of operations. These adjustments resulted in a decrease to intangible assets of the CKJEA Business of approximately $0.4 million, a decrease in selling, general and administrative expenses of approximately $0.2 million and a decrease in other income of approximately $3.5 million. These adjustments resulted in a decrease in income before income taxes of the CKJEA Business of approximately $3.3 million. In addition, the CKJEA Business classified certain revenues and expenses and assets and liabilities differently from the Company; as a result, the unaudited historical management accounts of the CKJEA Business used in the preparation of the unaudited pro forma condensed combined financial statements reflect certain reclassifications, primarily related to the classification of royalty income, selling expenses, leasehold improvements for leased property and certain liabilities related to customer accounts, to give effect to the Company’s accounting policies under U.S. GAAP. Further review of the significant accounting polices used in the preparation of the management accounts of the CKJEA Business may result in additional reclassifications of assets, liabilities, revenues and expenses and additional revenues or expenses being recorded in the results of operations of the CKJEA Business in order to give effect to the significant accounting policies of the Company under U.S. GAAP.

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The Warnaco Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Fiscal Year Ended December 31, 2005
(Dollars in thousands, excluding per share amounts)

			Warnaco						Acquired Entities (a)						Pro Forma Adjustments												Combined
			(As Restated)												(As Restated)												(As Restated)
Net revenues				$	1,501,087					$	287,338					$	(5,500	)					(b	)				$	1,782,925
Cost of goods sold					995,243						121,350						(5,500	)					(b	)					1,111,093
Gross profit					505,844						165,988						—												671,832
Selling, general and administrative expenses					407,986						136,103						4,323						(c	)					548,412
Operating income					97,858						29,885						(4,323	)											123,420
Other (income) loss					1,019						(755	)																	264
Interest expense, net					18,080						4,018						10,893						(d	)					32,991
Income from continuing operations before provision for income taxes					78,759						26,622						(15,216	)											90,165
Provision for income taxes					29,082						10,329						(5,134	)					(e	)					34,277
Income from continuing operations				$	49,677					$	16,293					$	(10,082	)										$	55,888
Basic pro forma income per common share				$	1.08																							$	1.22
Diluted pro forma income per common share				$	1.06																							$	1.19
Weighted average number of shares outstanding used in computing income per common share:
Basic					45,872,308																								45,872,308
Diluted					46,804,053																								46,804,053

See Notes to Unaudited Pro Forma Condensed Combined Statement of Operations

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The Warnaco Group, Inc.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
(Dollars in thousands)

(a)

Reflects the historical operating results of the CKJEA Business for the year ended December 31, 2005 based upon the CKJEA Business unaudited management accounts presented in conformity with U.S. GAAP and after giving effect to the Company’s significant accounting policies. Adjustments recorded to conform to U.S. GAAP include the elimination of amortization expense for certain deferred start-up and research and development costs (aggregating approximately $200) and the elimination of non-recurring income of $3,478 realized upon the sale of certain retail stores in January 2005 from the statement of operations. In addition, the CKJEA Business classified certain revenues and expenses and assets and liabilities differently from the Company; as a result, the unaudited historical management accounts of the CKJEA Business used in the preparation of the unaudited pro forma condensed combined financial statements reflect certain reclassifications, primarily related to the classification of royalty income, selling expenses, leasehold improvements for leased property and certain liabilities related to customer accounts, to give effect to the Company’s accounting policies under U.S. GAAP. Further review of the significant accounting polices used in the preparation of the management accounts of the CKJEA Business may result in additional reclassifications of assets, liabilities, revenues and expenses and additional income or expenses being recorded in the results of operations of the CKJEA business in order to give effect to the significant accounting policies of the Company under U.S. GAAP.

(b)	Reflects the elimination of sales of Calvin Klein underwear products by the Company’s Hong Kong branch to the CKJEA Business of $5,500 for fiscal 2005.

(c)

Reflects the elimination of historical depreciation and amortization expense incurred by the CKJEA Business of $5,177 and reflects depreciation and amortization expense of $9,500, based on the preliminary allocation of the purchase price to the fair value of the assets acquired, resulting in a net pro forma adjustment to selling, general and administrative expenses of $4,323. Acquired fixed assets consist primarily of leasehold improvements, furniture, fixtures, office equipment, computer equipment, software and distribution equipment with useful lives ranging from 2-10 years. Acquired finite lived intangible assets consist primarily of license agreements, customer and distributor relationships, favorable leases and other intangible assets with useful lives ranging from 2 to 41 years.

The pro forma adjustment to depreciation and amortization expense reflects the Company’s preliminary allocation of purchase price to the fair value of the tangible and intangible assets acquired. If the final allocation of the purchase price were to result in an increase in intangible assets of 10% (approximately $20,000), the Company estimates that amortization expense would increase approximately $667 per year (based upon the weighted average estimated useful life (approximately 30 years) of such assets). The Company estimates that if the final purchase price allocation were to result in an increase in the fair value of the fixed assets acquired of 10% (approximately $1,250), depreciation expense would increase approximately $333 per year (based upon the estimated weighted average useful life of such assets, approximately four years).

(d)	Reflects the pro forma adjustment to interest expense as a result of the Acquisition as summarized below:

Interest on Term B Loan (1)				$	11,361
Amortization of deferred financing fees (2)					381
Interest on Fingen debt repaid (3)					(2,788	)
Interest income reduction (4)					1,939
Pro forma interest adjustment				$	10,893

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(1)

Represents pro forma interest expense for fiscal 2005 related to the Company’s $180,000 Senior Secured Term Loan (the ‘‘Term B Loan’’) entered into to provide a portion of the funds required to consummate the Acquisition. The Term B Loan bears interest at London Inter Bank Offered Rates (‘‘LIBOR’’) plus 1.5% (representing an interest rate of approximately 6.312% using LIBOR rates in effect on January 31, 2006). If interest rates were to increase by 0.125% to 6.437%, interest expense on the Term B Loan would increase by $225 to $11,586 on a pro forma basis for fiscal 2005.

(2)	Represents amortization of deferred financing fees attributable to the Term B Loan in the amount of $381 for fiscal 2005, determined using the interest method and amortized over the maturity of the Term B Loan of seven years.

(3)	Represents the elimination of interest expense of approximately $2,788 incurred by the CKJEA Business in fiscal 2005 related to debt owed by the CKJEA Business to Fingen Apparel NV and its affiliates (‘‘Fingen’’). Such debt was repaid by the Company on the acquisition date.

(4)	Represents the reduction in interest income of $1,939 on cash used to consummate the Acquisition of $83,750 at an average invested rate of 2.315% for fiscal 2005.

(e)	Reflects adjustments of $5,134 to record the income tax provision at the Company’s combined estimated effective income tax rate of 38% for fiscal 2005.

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The Warnaco Group, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
December 31, 2005
(Dollars in thousands)

			Warnaco						Acquired Entities (a)						Pro Forma Adjustments												Combined
ASSETS			(As Restated)																								(As Restated)
Current assets:
Cash and cash equivalents					$ 164,201						$ 13,300						$(83,750)						(b)						$ 93,751
Accounts receivable, net					210,204						63,716						—												273,920
Inventories					325,988						51,330						1,997						(c)						379,315
Prepaid expenses and other current assets					44,909						8,166						6,843						(c)						59,918
Deferred income taxes					2,666						11,672						(7,987)						(c)						6,351
Total current assets					747,968						148,184						(82,897)												813,255
Property, plant and equipment, net					116,995						6,929						5,621						(c)						129,545
Intangible assets and goodwill					332,216						14,687						222,390						(c)						569,293
Other assets					19,136						2,966						2,500						(c)						24,602
Deferred income taxes					3,736						591						91						(c)						4,418
Total assets					$1,220,051						$173,357						$147,705												$1,541,113
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable					$—						$ 34,151						$—												$ 34,151
Accounts payable and accrued liabilities					229,647						71,050						—												300,697
Accrued and deferred income taxes payable					23,557						10,429						4,736						(c)						38,722
Total current liabilities					253,204						115,630						4,736												373,570
Long-term debt					210,000						40,152						139,848						(b)						390,000
Other long-term liabilities					127,360						—						20,696						(c)						148,056
Stockholders' equity					629,487						17,575						(17,575)						(c)						629,487
Total liabilities and stockholders' equity					$1,220,051						$173,357						$147,705												$1,541,113

See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

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The Warnaco Group, Inc.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(a)

Represents the historical financial position of the CKJEA Business as of December 31, 2005 using the unaudited management accounts of the CKJEA Business, presented in conformity with U.S. GAAP. Adjustments to conform the CKJEA Business significant accounting policies to U.S. GAAP and to the Company’s significant accounting policies include the write-off of deferred start-up and research and development costs (approximately $358). In addition, certain reclassifications have been made in the CKJEA management accounts to conform to the Company’s presentation. Further review of the significant accounting polices of the CKJEA business may result in additional revisions to the accounting policies of the CKJEA Business and may result in additional reclassifications of assets, liabilities, revenues and expenses. Revisions to CKJEA Business significant accounting policies may result in additional expense recorded in the Company’s operating results in the future.

(b)	The total consideration paid by the Company for the Acquisition was approximately $290,400 consisting of cash and assumed debt. In addition, the Company incurred certain legal, accounting, deferred financing and other fees and expenses related to the Acquisition amounting to approximately $7,500. The pro forma adjustment to cash is summarized as follows:

Sources of cash:
Proceeds of Term B Loan (1)				$	180,000
Uses of cash:
Cash paid to sellers					(216,098	)
Repayment of Fingen debt (1)					(40,152	)
Fees and expenses (2)					(7,500	)
Pro forma adjustment to cash				$	(83,750	)

(1)	Results in a net increase in long-term debt of $139,848.

(2)	Consists of $2,500 of deferred financing fees and $5,000 in transaction fees and expenses.

(c)

The Company has not completed its assessment of the Acquisition, including the allocation of fair value to the tangible assets and intangible assets acquired or the liabilities assumed. In addition, the purchase price is subject to certain post-closing adjustments, primarily related to the amount of working capital acquired. The Company is also finalizing detailed integration plans for the CKJEA Business. Accordingly, the Company’s allocation of the total consideration paid for the CKJEA Business to the tangible and intangible assets acquired and liabilities assumed is preliminary and is based upon management’s estimates and the information available. Upon completion of its fair value assessment, the Company anticipates that the ultimate purchase price allocation will differ from its preliminary assessment. The preliminary allocation of the consideration is summarized as follows:

Cash consideration to sellers				$	216,098
Estimated transaction costs					5,000
				$	221,098
Allocated:
CKJEA historical net book value				$	17,575
Fair value adjustments:
Inventory					1,997
Prepaid expenses and other current assets					6,843
Deferred income taxes					(7,987	)
Property, plant and equipment					5,621
Intangible assets and goodwill (1)					222,390
Deferred income taxes					91
Accrued and deferred income taxes payable					(4,736	)
Deferred income taxes					(20,696	)
Total consideration allocated				$	221,098

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(1)

For purposes of the allocation above, the Company has allocated $237,077 to the estimated fair value of acquired intangible assets including goodwill. The acquired finite-lived intangible assets consist of (i) customer and distributor relationships, favorable leases, license agreements and other intangible assets with an estimated remaining life ranging from 2-41 years and (ii) sales order backlog with an estimated life of four months.

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