0001209191-13-009455.txt : 20130219 0001209191-13-009455.hdr.sgml : 20130219 20130215212254 ACCESSION NUMBER: 0001209191-13-009455 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130213 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Olson Martha CENTRAL INDEX KEY: 0001501619 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10857 FILM NUMBER: 13621239 MAIL ADDRESS: STREET 1: C/O THE WARNACO GROUP, INC. STREET 2: 501 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 ISSUER: 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: 0213 BUSINESS ADDRESS: STREET 1: 501 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (212) 287-8000 MAIL ADDRESS: STREET 1: 501 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: W ACQUISITION CORP /DE/ DATE OF NAME CHANGE: 19861117 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-02-13 1 0000801351 WARNACO GROUP INC /DE/ WRC 0001501619 Olson Martha C/O THE WARNACO GROUP, INC. 501 SEVENTH AVENUE NEW YORK NY 10018 0 1 0 0 Pres-Intimate Apprl & Swim Grp Common Stock, par value $0.01 per share 2013-02-13 4 D 0 13127 D 0 D Common Stock, par value $0.01 per share 2013-02-13 4 A 0 7602 A 11608 D Common Stock, par value $0.01 per share 2013-02-13 4 D 0 11608 D 0 D Employee Stock Options (right to buy) 43.28 2013-02-13 4 D 0 1817 D 2020-03-03 Common Stock, par value $0.01 per share 1817 0 D Employee Stock Options (right to buy) 55.57 2013-02-13 4 D 0 5933 D 2021-03-01 Common Stock, par value $0.01 per share 5933 0 D Employee Stock Options (right to buy) 56.54 2013-02-13 4 D 0 10134 D 2022-03-06 Common Stock, par value $0.01 per share 10134 0 D Pursuant to the Agreement and Plan of Merger, dated as of October 29, 2012 (the "Merger Agreement"), among The Warnaco Group, Inc. ("Warnaco"), PVH Corp. ("PVH") and Wand Acquisition Corp., a wholly-owned subsidiary of PVH ("Merger Sub"), Merger Sub merged with and into Warnaco, with Warnaco continuing as the surviving corporation and a wholly-owned subsidiary of PVH. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each share of Warnaco restricted stock that was outstanding immediately prior to the Effective Time was assumed by PVH and converted into an award of or relating to 8020 shares of PVH common stock. Pursuant to the Merger Agreement, at the Effective Time, each Warnaco performance share that was outstanding immediately prior to the Effective Time, and with respect to which the applicable performance period had not been completed as of the Effective Time, became fully vested at the target level. Pursuant to the Merger Agreement, at the Effective Time, each Warnaco performance share that was outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.1822 of a share of PVH common stock and (ii) $51.75 in cash, less applicable tax withholding (the "Merger Consideration") (except that in the case of performance shares with respect to which the applicable performance period had been completed as of the Effective Time, the actual number of performance shares converted into the right to receive the Merger Consideration, less applicable tax withholding, remains subject to adjustment following the results of the audit of Warnaco's financial statements for the fiscal year ended December 29, 2012). Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 1110 shares of PVH common stock at $70.85 per share. Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 3624 shares of PVH common stock at $90.97 per share. Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 6190 shares of PVH common stock at $92.56 per share. /s/ Ericka Alford as Attorney-in-Fact for Martha Olson 2013-02-15