SC 13G/A 1 s11-4254_13g.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) THE WARNACO GROUP, INC. ----------------------------- (Name of Issuer) COMMON STOCK ----------------------------- (Title of Class of Securities) 934390402 ----------------------------- (CUSIP Number) FEBRUARY 17, 2004 ----------------------------- (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: | | RULE 13D-1(B) |X| RULE 13D-1(C) | | RULE 13D-1(D) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 934390402 13G PAGE 2 OF 10 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Chesapeake Partners Management Co., Inc. ("CPMC") 52-1745745 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NUMBER -0- OF SHARES 6 SHARED VOTING POWER 2,060,513 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY -0- EACH 8 SHARED DISPOSITIVE POWER 2,060,513 REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,060,513 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.56% 12 TYPE OF REPORTING PERSON* CO Includes shares under a management agreement for unrelated party. CUSIP NO. 934390402 13G PAGE 3 OF 10 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Chesapeake Partners Limited Partnership ("CPLP") 54-1599401 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NUMBER -0- OF SHARES 6 SHARED VOTING POWER 1,176,953 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY -0- EACH 8 SHARED DISPOSITIVE POWER 1,176,953 REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,176,953 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.61% 12 TYPE OF REPORTING PERSON* PN CUSIP NO. 934390402 13G PAGE 4 OF 10 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Chesapeake Partners Institutional Fund Limited Partnership ("CPIFLP") 52-1782815 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NUMBER -0- OF SHARES 6 SHARED VOTING POWER 40,245 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY -0- EACH 8 SHARED DISPOSITIVE POWER 40,245 REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,245 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.09% 12 TYPE OF REPORTING PERSON* PN CUSIP NO. 934390402 13G PAGE 5 OF 10 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Chesapeake Partners International Ltd. ("CPINTL") NONE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 5 SOLE VOTING POWER NUMBER -0- OF SHARES 6 SHARED VOTING POWER 778,515 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY -0- EACH 8 SHARED DISPOSITIVE POWER 778,515 REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 778,515 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.72% 12 TYPE OF REPORTING PERSON* CO CUSIP NO. 934390402 13G PAGE 6 OF 10 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Barclays Global Investors Event Driven Fund II ("BARCLAYS") NONE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ireland 5 SOLE VOTING POWER NUMBER -0- OF SHARES 6 SHARED VOTING POWER 64,800 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY -0- EACH 8 SHARED DISPOSITIVE POWER 64,800 REPORTING PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.14% 12 TYPE OF REPORTING PERSON* CO Note: The above-mentioned shares are managed pursuant to a sub-advisory agreement between CPMC and BARCLAYS. CUSIP NO. 934390402 13G PAGE 7 OF 10 PAGES ITEM 1(A). NAME OF ISSUER: The Warnaco Group, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 501 Seventh Avenue New York, New York 10018 ITEM 2(A). NAME OF PERSON FILING: Chesapeake Partners Management Co., Inc. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1829 Reisterstown Road Suite 420 Baltimore, Maryland 21208 ITEM 2(C). CITIZENSHIP: U.S.A. ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E). CUSIP NUMBER: 934390402 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B),OR SS.240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: N/A ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) AMOUNT BENEFICIALLY OWNED: CPMC 2,060,513 CPLP 1,176,953 CPIFLP 40,245 CPINTL 778,515 BARCLAYS 64,800 CUSIP NO. 934390402 13G PAGE 8 OF 10 PAGES (b) PERCENT OF CLASS: CPMC 4.56% CPLP 2.61% CPIFLP 0.09% CPINTL 1.72% BARCLAYS 0.14% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE -0- for all (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE CPMC 2,060,513 CPLP 1,176,953 CPIFLP 40,245 CPINTL 778,515 BARCLAYS 64,800 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF -0- for all (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF CPMC 2,060,513 CPLP 1,176,953 CPIFLP 40,245 CPINTL 778,515 BARCLAYS 64,800 CUSIP NO. 934390402 13G PAGE 9 OF 10 PAGES Note: THE AGGREGATE NUMBER OF SHARES BENEFICIALLY OWNED BY CPMC REPRESENTS SHARES HELD BY CPLP, CPIFLP, CPINTL AND BARCLAYS, OF WHICH CPMP HAS DISCRETIONARY VOTING AND DISPOSITIVE POWERS PURSUANT TO INDIVIDUAL INVESTMENT MANAGEMENT AGREEMENTS. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 934390402 13G PAGE 10 OF 10 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Chesapeake Partners Management Co., Inc. By: /s/ Mark D. Lerner --------------------------------------------- Name: Mark D. Lerner Title: Vice President Chesapeake Partners Limited Partnership By: Chesapeake Partners Management Co., Inc. By: /s/ Mark D. Lerner --------------------------------------------- Name: Mark D. Lerner Title: Vice President Chesapeake Partners Institutional Fund Limited Partnership By: Chesapeake Partners Management Co., Inc. By: /s/ Mark D. Lerner --------------------------------------------- Name: Mark D. Lerner Title: Vice President Chesapeake Partners International Ltd. By: Chesapeake Partners Management Co., Inc. By: /s/ Mark D. Lerner --------------------------------------------- Name: Mark D. Lerner Title: Vice President Barclays Global Investors Event Driven Fund II By: Chesapeake Partners Management Co., Inc. By: /s/ Mark D. Lerner --------------------------------------------- Name: Mark D. Lerner Title: Vice President