8-K 1 s772459.txt FORM 8-K 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): June 12, 2003 (June 12, 2003) The Warnaco Group, Inc. ---------------------- (Exact Name of Registrant as Specified in Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 1-10857 95-4032739 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 90 Park Avenue New York, NY 10016 -------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 661-1300 Not Applicable -------------- (Former name or former address, if changed since last report) Item 5. Other Events. The Warnaco Group, Inc. (the "Company") today issued a press release announcing that it had closed its previously announced offering of $210 million aggregate principal amount of 8 7/8% Senior Notes due 2013 (the "Notes") issued by its subsidiary, Warnaco Inc. The Notes are guaranteed by the Company and by the domestic subsidiaries of Warnaco Inc. The Notes are priced at 100% of the principal amount. The proceeds from the offering were used to refinance Warnaco Inc.'s floating rate 5-year amortizing second lien notes that mature in 2008. The Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release, dated June 12, 2003 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: June 12, 2003 By: /s/ Jay A. Galluzzo ------------------------ Name: Jay A. Galluzzo Title: Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated June 12, 2003 Exhibit 99.1 Investor Relations: Allison Malkin/Chad Jacobs Integrated Corporate Relations (203) 222-9013 For Immediate Release Media: Robert Mead/Doug Morris Gavin Anderson & Company (212) 515-1960/(212) 515-1964 WARNACO CLOSES OFFERING OF SENIOR NOTES DUE 2013 ________________________________________________________________________ New York, N.Y. June 12, 2003 - The Warnaco Group, Inc. (NASDAQ: WRNC) today announced that it had closed its previously announced offering of $210 million aggregate principal amount of 8 7/8% Senior Notes due 2013 issued by its subsidiary, Warnaco Inc. The Notes are guaranteed by The Warnaco Group, Inc. and by the domestic subsidiaries of Warnaco Inc. The Notes are priced at 100% of the principal amount. The proceeds from the offering were used to refinance Warnaco Inc.'s floating rate 5-year amortizing second lien notes that mature in 2008. The Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. FORWARD-LOOKING STATEMENTS This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect, when made, our expectations or beliefs concerning future events that involve risks and uncertainties, including our ability to consummate the offering of the notes described above. All statements other than statements of historical facts included in this press release are considered forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements may contain the words "believe," "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result," or other similar words and phrases. Forward-looking statements and our plans and expectations are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, and our business in general is subject to certain risks that could affect the value of our stock. End of Release