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