-----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, FDOxPTUSw5XB+VNDL971UzakILJZOgmheOCrZ9b751Cy+BLGQhgVmvXKPxUmTSJw CD1JEbrRec7mJ6SrPgj6lw== 0001341004-06-002279.txt : 20060821 0001341004-06-002279.hdr.sgml : 20060821 20060821160932 ACCESSION NUMBER: 0001341004-06-002279 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060821 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060821 DATE AS OF CHANGE: 20060821 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: 061046339 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 warnaco8k.htm

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): August 21, 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

 

 

 

(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.):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

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

 

 

o

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

 

 

 


 

 

 

Item 8.01.

Other Events.

 

On August 21, 2006, The Warnaco Group, Inc. (the “Company”) sent a letter to Barington Capital Group, L.P. ("Barington") and Ramius Capital Group, L.L.C. ("Ramius") in response to a Schedule 13D filed by Barington, Ramius and certain of their affiliates with respect to the common stock of the Company.

 

The letter is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

 

99.1

Letter, dated August 21, 2006

 

 

 


 

 

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: August 21, 2006

By:

/s/ Jay A. Galluzzo

 

 

Name:

Jay A. Galluzzo

 

 

Title:

Senior Vice President,

 

 

General Counsel & Secretary

 

 

 

 

 


 

 

 

EXHIBIT INDEX

 

Exhibit No.

Document

 

 

99.1

 

Letter, dated August 21, 2006

 

 

 

 

 

 

 

 

 

 EX-99 2 warnaco99-1.htm EXHIBIT 99.1 - LETTER

 

[Warnaco Letterhead]

 

 

 

 

August 21, 2006

 

Via Facsimile and U.S. Mail

 

Mr. James A. Mitarotonda

Barington Capital Group, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

 

Mr. Jeffrey M. Solomon

Ramius Capital Group, L.L.C.

666 Third Avenue, 26th Floor

New York, NY 10017

 

Gentlemen:

 

We have reviewed your Schedule 13D filing and the press release issued by you earlier today. As I hope you recognize based on our past meetings, the views of our shareholders are very important to us and we carefully consider their input.

 

Our Board takes its fiduciary duties to our shareholders very seriously. Let me state unequivocally that our interests in improving shareholder value are absolutely aligned with yours. To that end, our Board and management are always open to exploring ideas designed to enhance shareholder value and will carefully review the suggestions made in your Schedule 13D. Additionally, we are available to meet with you again to further discuss your perspective.

 

 

Sincerely,

 

 

/s/ Joseph R. Gromek

 

 

Joseph R. Gromek

President & Chief Executive Officer

 

 

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----