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): ~~January~~February 3113, 2013 ~~(January 30, 2013)~~

The Warnaco Group, Inc.

(Exact name of Registrant as specified in its charter)

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.):

þo 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~~Introduction.~~01. Other Events.~~

~~THE~~On ~~WARNACO~~February ~~GROUP~~13, ~~INC~~2013, PVH Corp. ~~AGREES~~(“PVH”) TOcompleted ~~SETTLE~~its ~~STOCKHOLDER~~previously-announced ~~LAWSUIT~~acquisition of The Warnaco Group, Inc. (“Warnaco”). Pursuant to the Agreement and Plan of Merger, dated as of October 29, 2012 (the “Merger Agreement”), among Warnaco, PVH and Wand Acquisition Corp., a wholly owned subsidiary of PVH (“Merger Sub”), at the Effective Time (as defined in the Merger Agreement), Merger Sub merged with and into Warnaco, with Warnaco continuing as the surviving company and a wholly owned subsidiary of PVH (the “Merger”).

~~The~~Pursuant ~~Warnaco~~to ~~Group,~~the ~~Inc.~~Merger ~~("Warnaco~~Agreement," ~~"we,"~~at ~~"us,"~~the orEffective ~~"our")~~Time, ~~has~~each ~~reached~~outstanding anshare ~~agreement~~of incommon ~~principle~~stock, topar ~~settle~~value a$0.01 ~~putative~~per ~~class~~share, ~~action lawsuit on behalf~~ of Warnaco ~~stockholders~~(“Warnaco ~~filed~~Common inStock”) ~~the~~(other ~~Supreme~~than ~~Court~~shares ofheld ~~the~~by ~~State of New York~~Warnaco, ~~New York County~~PVH, onMerger ~~November 14~~Sub, ~~2012~~their ~~(the~~respective ~~"Action"). The~~subsidiaries ~~lawsuit,~~or ~~captioned~~holders ~~Coyne~~who v.properly ~~The~~exercise ~~Warnaco~~dissenters’ ~~Group,~~rights) ~~Inc.~~was etconverted ~~al.,~~into ~~names~~the asright ~~defendants~~to ~~Warnaco,~~receive ~~PVH~~(i) ~~Corp~~0.,1822 of a ~~Delaware~~share ~~corporation~~of ("PVH~~"),~~ ~~Wand~~Common ~~Acquisition Corp.~~Stock, apar ~~Delaware~~value ~~corporation~~$1.00 ~~and~~per ashare ~~wholly owned subsidiary of~~ (“PVH ~~("Wand"~~Common Stock”), and ~~the~~(ii) ~~directors of Warnaco~~$51. ~~The~~75 ~~lawsuit~~in ~~alleges~~cash ~~that~~(collectively, the ~~directors~~“Merger of Consideration”). Warnaco ~~breached~~stock ~~their~~options ~~fiduciary~~and ~~duties~~other totime-based ~~Warnaco's~~equity ~~stockholders~~awards inwere ~~approving~~converted ~~the~~upon ~~Agreement~~completion ~~and Plan~~ of ~~Merger (~~the "Merger ~~Agreement"),~~into ~~dated~~stock asoptions ofto ~~October~~acquire ~~29,~~PVH ~~2012,~~Common ~~among Warnaco,~~Stock ~~PVH~~ and ~~Wand,~~equity ~~pursuant~~awards toof ~~which~~or itrelating isto ~~contemplated~~PVH ~~that~~Common ~~Wand~~Stock ~~will~~(in beeach ~~merged~~case, ~~with~~based ~~and~~on ~~into Warnaco and Warnaco will continue as~~ the ~~surviving~~stock ~~corporation~~exchange ratio and a ~~wholly~~formula ~~owned~~which ~~subsidiary~~converted ~~of PVH (~~the ~~"Merger"). Plaintiff~~cash ~~alleges~~portion ~~that the directors~~ of ~~Warnaco breached their fiduciary duties because~~ the ~~merger~~Merger ~~consideration~~Consideration isinto ~~too~~PVH ~~low,~~stock ~~the~~options ~~Merger~~or ~~Agreement~~equity ~~contains improper deal protection terms~~awards, ~~and~~as ~~the~~applicable) ~~Merger is designed to benefit Warnaco's insiders. It also alleges that PVH~~ and ~~Wand aided and abetted~~ Warnaco's ~~directors'~~performance-based ~~breach~~equity ofawards ~~their~~vested ~~fiduciary~~upon ~~duties. On~~completion ~~December 18, 2012, plaintiff amended the complaint to include allegations that the directors~~ of ~~Warnaco engaged a conflicted financial advisor in connection with~~ the Merger ~~and~~based ~~failed~~on toactual ~~disclose~~performance ~~and/or~~(for ~~misrepresented~~completed ~~material~~performance ~~information~~periods) ~~about~~or ~~the~~target ~~Merger~~performance in(for ~~the~~performance ~~preliminary~~periods ~~prospectus~~ that ~~PVH~~were ~~filed~~not ~~with~~completed) ~~the Securities~~ and ~~Exchange~~converted ~~Commission~~into ~~("SEC")~~the onright ~~December~~to 4,receive ~~2012. The~~Merger ~~lawsuit~~Consideration ~~seeks~~in asrespect ~~relief an injunction barring completion~~ of the ~~Merger,~~vested ~~damages,~~number ~~and~~of ~~attorneys'~~shares ~~fees~~or units.

OnAs ~~January 30, 2013, Warnaco entered into~~ a ~~memorandum~~result of ~~understanding with~~ the ~~plaintiff~~Merger, inPVH ~~the~~is ~~Action~~delivering ~~regarding~~approximately ~~the~~$2.2 ~~settlement~~billion of ~~the~~cash ~~Action. In~~and ~~connection~~approximately ~~with~~7.7 ~~the~~million ~~settlement~~shares of ~~the~~PVH ~~Action,~~Common ~~Warnaco~~Stock ~~has agreed~~ to ~~make the following supplemental disclosures (the "Supplemental Disclosures") to the Definitive Proxy Statement on Schedule 14A~~ Warnaco ~~filed~~stockholders ~~with the SEC on January 15, 2013 (the "Proxy Statement"). The Supplemental Disclosures should be read~~ in ~~conjunction with~~ the ~~Proxy Statement, which should be read in its entirety~~aggregate. ~~Defined~~Prior ~~terms~~to ~~used but not defined herein have~~ the ~~meanings~~opening ~~set forth in the Proxy Statement. The settlement is not, and should not be construed as, an admission~~ of ~~wrongdoing~~trading oron ~~liability~~February ~~by any defendant. Warnaco~~14, ~~PVH~~2013, ~~Wand and the directors of~~ Warnaco ~~continue~~Common ~~to believe that the Action is without merit and vigorously deny the allegations that Warnaco's directors breached their fiduciary duties. Likewise~~Stock, ~~neither~~which ~~Warnaco,~~previously ~~PVH,~~traded ~~Wand nor the directors of Warnaco believe that any disclosures regarding the Merger are required~~ under ~~applicable laws other than that which has already been provided in~~ the ~~Proxy~~symbol ~~Statement. Furthermore~~“WRC,” ~~nothing~~ceased into ~~this~~be ~~Current~~traded ~~Report~~ on ~~Form 8-K (this "Report") or any settlement shall be deemed an admission of~~ the ~~legal~~New ~~necessity~~York orStock ~~materiality~~Exchange ~~of any of~~ (the ~~disclosures set forth in this Report~~“NYSE”). However, to avoid the risk of the putative stockholder class action delaying or adversely affecting the Merger, to minimize the substantial expense, burden, distraction and inconvenience of continued litigation and to fully and finally resolve the claims, Warnaco has agreed to make these supplemental disclosures to the Proxy Statement.

~~SUPPLEMENTAL~~The ~~DISCLOSURES~~foregoing description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on Form 8-K filed by Warnaco on November 2, 2012 and is incorporated herein by reference.

~~The~~Item ~~Merger~~1.02. –Termination ~~Background~~ of ~~the~~a ~~Merger~~Material Definitive Agreement.

~~1. The~~In ~~following~~connection ~~supplements~~with the ~~discussion~~consummation ~~beginning~~of the Merger, on ~~page~~February 3013, 2013, the Warnaco entities that are Borrowers (as defined in the following agreements) under each of the ~~Proxy~~following ~~Statement~~agreements ~~regarding~~repaid all outstanding obligations and terminated all applicable commitments under such agreements and the ~~June~~Agents ~~18,~~and ~~2012~~Lenders ~~meeting~~(as ~~between~~defined ~~Helen~~in ~~McCluskey~~the following agreements) under each of ~~Warnaco~~the following agreements released and ~~Emanuel~~terminated ~~Chirico~~all ofliens, ~~PVH~~security interests and ~~certain~~pledges ~~subsequent~~securing ~~communications.~~the obligations under such agreements:

~~As disclosed on page 30 of the Proxy Statement, on June 18, 2012, during~~ (a) ~~business~~Term ~~lunch~~Loan ~~between Helen McCluskey~~Agreement, ~~President~~dated ~~and~~as ~~Chief Executive Officer~~ of ~~Warnaco,~~June ~~and Emanuel Chirico~~17, ~~Chairman and Chief Executive Officer of PVH~~2011, ~~Mr.~~among ~~Chirico expressed PVH's strong interest in acquiring~~ Warnaco~~. Later~~ ~~that same day, Ms~~Inc. ~~McCluskey received a letter from Mr. Chirico confirming their earlier discussion and setting forth PVH's proposal to acquire Warnaco. In the letter~~, inCalvin ~~addition~~Klein toJeanswear ~~the matters disclosed on page 30 of the Proxy Statement~~Company, ~~Mr. Chirico indicated that PVH expected continuity of leadership for the combined company and, to that end, proposed that Ms. McCluskey and another agreed upon member of~~ Warnaco's ~~board~~Swimwear ~~join~~Products ~~PVH's board after the Merger~~Inc. ~~Mr.~~, ~~Chirico also indicated that PVH would welcome the opportunity to discuss appropriate roles at the combined company for Ms. McCluskey and other members of~~ Warnaco~~'s management team. On September 21~~, ~~2012,~~the ~~Mr.~~lenders ~~Chirico~~party ~~called~~thereto ~~Ms. McCluskey~~ and, inJPMorgan ~~connection~~Chase ~~with PVH's revised proposal described on page 33 of the Proxy Statement~~Bank, ~~withdrew his prior proposal for Ms~~N. ~~McCluskey and another mutually-agreed upon member of Warnaco's board to join the PVH board after the Merger~~A. ~~Later~~, ~~PVH proposed, and the parties agreed on, an arrangement whereby,~~ as ~~disclosed~~administrative inagent ~~the Proxy Statement, Ms. McCluskey will be an independent, non-management member of the PVH board after the Merger (~~and ~~will~~collateral beagent (the ~~only~~“Term ~~member~~Loan ~~of Warnaco's board to join the PVH board after the Merger~~Agreement”).;

1(b) Credit Agreement, dated as of August 26, 2008 (as amended June 17, 2011 and November 11, 2011), among Warnaco Inc., Warnaco, the lenders and issuers party thereto, and Bank of America, N.A., as administrative agent and collateral agent (the “U.S. Credit Agreement”); and

~~2. The~~(c) ~~following~~Credit ~~supplements~~Agreement, ~~the~~dated ~~discussion~~as of August 26, 2008 (as amended on ~~page~~June 3417, 2011 and November 11, 2011), among Warnaco of Canada Company, Warnaco, the ~~Proxy~~lenders ~~Statement~~and ~~regarding~~issuers ~~Warnaco's~~party ~~board~~thereto, ~~meeting~~and onBank ~~October~~of 29America, ~~2012~~N.A., toas ~~approve~~administrative agent and collateral agent (the ~~Merger~~“Canadian Credit Agreement”).

As ~~disclosed on page 34~~ of ~~the~~February ~~Proxy Statement~~13, on2013 ~~October~~(prior ~~29,~~to ~~2012,~~giving ~~the~~effect ~~Warnaco~~to ~~board~~the ~~met~~repayments ~~with~~described ~~management and representatives of Skadden~~above), ~~Arps, Slate, Meagher & Flom LLP and J.P. Morgan Securities LLC~~ (~~"J.P. Morgan"~~i) ~~and, at~~ the ~~conclusion~~aggregate ofprincipal ~~the~~amount ~~meeting,~~outstanding ~~the~~under ~~Warnaco board approved Warnaco's entry into~~ the ~~Merger~~Term Loan Agreement~~. During~~ ~~the~~was ~~meeting,~~$197 ~~the~~million; ~~board~~(ii) ~~discussed,~~there ~~among~~were ~~other~~no ~~things,~~principal ~~that~~amounts ~~certain~~outstanding of Warnaco's material license agreements with PVH included provisions that would provide PVH with certain rights to consent to a third party's acquisition of Warnaco. As disclosed on page 38 of the Proxy Statement, the Warnaco board noted that such consent rights under the ~~PVH license agreements would make it less likely that a third party would make an acquisition proposal for Warnaco~~U. ~~The~~S. ~~Warnaco~~Credit ~~board~~Agreement; ~~concluded~~and ~~that~~(iii) ~~PVH's~~there ~~acquisition~~were ~~proposal~~no ~~represented~~principal ~~the~~amounts ~~highest~~outstanding ~~value~~under ~~that was reasonably available to Warnaco at~~ the ~~present~~Canadian ~~time~~Credit ~~and that a more favorable opportunity to sell Warnaco was unlikely to arise in the future~~Agreement.

~~The~~Item ~~Merger~~2.01. –Completion ~~Warnaco~~of ~~Unaudited~~Acquisition ~~Prospective~~or ~~Financial~~Disposition ~~Information~~of Assets.

3. The ~~following~~disclosure ~~supplements~~set ~~the~~forth ~~discussion~~in ~~beginning on page 52 of~~ the ~~Proxy~~Introduction ~~Statement~~is ~~regarding~~incorporated ~~Warnaco's~~herein ~~financial~~by ~~projections~~reference.

AsItem disclosed on page 53 of the Proxy Statement, Warnaco management provided to the Warnaco board of directors, PVH, and the respective financial advisors of PVH and Warnaco certain unaudited prospective financial information on a stand-alone, pre-merger basis, for fiscal years 2012 through 20173. ~~A summary of the Warnaco forecasts are included in the Proxy statement on page 54~~01. In ~~accordance~~Notice ~~with Warnaco's customary practice, projected net revenues are shown net~~ of anDelisting ~~investment~~or ~~reserve~~Failure ofto ~~$100~~Satisfy ~~million per year. The projected net revenues, net of this investment reserve, were used by J.P. Morgan in performing its discounted cash flow analysis (for~~ a ~~discussion~~Continued ofListing ~~J.P.~~Rule ~~Morgan's~~or ~~discounted~~Standard; ~~cash~~Transfer ~~flow analysis, see pages 43 and 44~~ of ~~the Proxy Statement)~~Listing.

~~The~~On February 13, 2013, in connection with the completion of the Merger, –Warnaco ~~Opinion~~notified the NYSE that trading in Warnaco Common Stock should be suspended and the listing of JWarnaco Common Stock on the NYSE should be removed, in each case prior to market open on February 14, 2013.P In addition, Warnaco requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister Warnaco Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Warnaco ~~Morgan~~intends to file with the SEC a Form 15 requesting that the reporting obligations of Warnaco with respect to Warnaco Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

4Item 3. ~~The~~03. ~~following~~Material ~~supplements~~Modification ~~the~~to ~~discussion~~Rights ~~beginning on page 41~~ of ~~the~~Security ~~Proxy Statement regarding J~~Holders.~~P. Morgan's public trading analysis.~~

AsThe ~~disclosed~~disclosure onset ~~pages~~forth 41 and 42 of the Proxy Statement, J.P. Morgan used certain publicly available information for 14 publicly traded companies (involving businesses that may be considered similar to Warnaco's business) for calendar year 2012 ("CY12") and calendar year 2013 ("CY13") to compare selected financial and operating data of Warnaco with similar data for such companies. However, due to the operating and financial variability across the group of 14 companies, J.P. Morgan did not use all 14 companies in ~~its public trading analysis; instead, as noted on page 41 of~~ the ~~Proxy~~Introduction ~~Statement,~~is ~~J.P.~~incorporated ~~Morgan~~herein narrowed this group of 14 companies to a smaller group of four selected companies (Guess?, Inc., The Jones Group Inc., Oxford Industries Inc. and Perry Ellis International Inc.) for purposes of its public trading analysis. Although none of these selected companies are identical or directly comparable to Warnaco, they were selected by Jreference.P. Morgan because of certain similarities each shared with Warnaco, including that each selected company (i) has a market capitalization comparable to Warnaco (i.e., market capitalization of less than $3 billion), (ii) has a similar operating profile to Warnaco (i.e., an expected EBITDA margin of less than 15%), (iii) has a similar customer concentration to Warnaco and/or (iv) holds licensing rights to brands owned by third parties.

~~J.P.~~Item Morgan calculated the multiple of (1) the closing stock price of each company's common equity divided by earnings per share ("EPS"), which is referred to as the Price/Earnings or P/E multiple, and (2) firm value ("FV") (determined as market value, plus total debt, preferred stock, and minority interest, less cash and cash equivalents), for each of the companies divided by EBITDA, which is referred to as the FV/EBITDA multiple5. J01.P. ~~Morgan~~Changes ~~also~~in ~~calculated~~Control ~~the same multiples for Warnaco. The applicable low and high P/E multiples and FV/EBITDA multiples for CY12 and CY13~~ of ~~the four selected companies are disclosed on page 42 of the Proxy Statement~~Registrant.

~~The~~Pursuant ~~low~~to ~~and~~the ~~high~~Merger ~~P/E~~Agreement, ~~multiples~~at the Effective Time, Warnaco became a wholly owned subsidiary of ~~the~~PVH 14and, ~~companies~~accordingly, ~~for~~a ~~CY12~~change ~~estimated~~in ~~EPS~~control ~~ranged~~of ~~from~~Warnaco 10occurred.7x The todisclosure ~~41.7x~~set ~~and~~forth ~~CY13~~in ~~estimated~~the ~~EPS~~Introduction ~~ranged~~is ~~from~~incorporated ~~9.6x~~herein toby 17reference.~~3x.~~

2The cash component of the Merger Consideration was funded from (i) borrowings under the Credit and Guaranty Agreement, dated as of February 13, 2013, by and among PVH, certain of its subsidiaries and the lenders and agents party thereto and (ii) proceeds from PVH’s issuance and sale of $700 million of senior unsecured notes on December 20, 2012.

~~The~~Item ~~low~~5.02. ~~and~~Departure ~~high FV/EBITDA multiples~~ of ~~the~~Directors 14or ~~companies~~Certain ~~for~~Officers; ~~CY12~~Election ~~estimated~~of ~~EBITDA~~Directors; ~~ranged~~Appointment ~~from~~of ~~5.0x~~Certain toOfficers; ~~11.4x~~Compensatory ~~and~~Arrangements ~~CY13~~of ~~estimated~~Certain ~~EBITDA ranged from 4~~Officers.~~6x to 10.1x.~~

~~5. The~~In ~~following~~connection ~~supplements~~with, and at the ~~discussion~~Effective ~~beginning~~Time onof, ~~page~~the 42Merger, (i) each of the ~~Proxy~~nine ~~Statement~~directors ~~regarding~~of JWarnaco (David A.P Bell, Robert A. ~~Morgan's~~Bowman, ~~selected~~Richard ~~transactions~~Karl ~~analysis~~Goeltz, Sheila A. Hopkins, Helen McCluskey, Charles R. Perrin, Nancy A. Reardon, Donald L. Seeley and Cheryl Nido Turpin) ceased to be directors of Warnaco; and (ii) each of the three directors of Merger Sub (Emanuel Chirico, Michael A. Shaffer and Mark D. Fischer) became directors of Warnaco.

~~The~~Also ~~second~~in ~~paragraph~~connection with, and at the Effective Time of, the ~~selected~~Merger, ~~transactions~~(i) ~~analysis~~each isof ~~hereby~~the ~~amended~~executive ~~and~~officers ~~restated~~of asWarnaco, ~~follows:~~including the following named executive officers, ceased to be officers of Warnaco;

~~Although~~Name ~~none~~Title ofHelen ~~the~~McCluskey ~~selected~~President ~~transactions~~and ~~are~~Chief ~~identical~~Executive orOfficer ~~directly~~(Principal ~~comparable~~Executive toOfficer ~~the~~and ~~Merger,~~Principal ~~J.P.~~Operating ~~Morgan~~Officer) ~~identified~~Lawrence ~~the~~R. ~~transactions~~Rutkowski ~~indicated~~Executive ~~with~~Vice anPresident ~~"*"~~and asChief ~~primary~~Financial ~~selected~~Officer ~~transactions~~(Principal ~~for~~Financial ~~the~~Officer ~~purposes of the analyses as these transactions more closely resembled the Merger given a target company with a higher branded lifestyle component~~ and ~~similar~~Principal ~~transaction~~Accounting ~~size.~~Officer) ~~J.P.~~Dwight ~~Morgan's~~Meyer ~~analysis~~President ~~resulted~~— inGlobal ~~a range of FV/LTM EBITDA multiples of 6.7x to 15.7x for the selected transactions~~Sourcing, aDistribution ~~median FV/LTM EBITDA multiple of 8.5x for the selected transactions~~ and ~~a range of FV/LTM EBITDA multiples of 8.3x to 12.9x for the primary selected transactions.~~Logistics

~~The~~and ~~chart~~(ii) ~~illustrating~~each of the ~~implied~~following ~~per~~officers ~~share~~of ~~equity~~Merger ~~value~~Sub ~~based~~became onofficers ~~the~~of ~~primary~~Warnaco, ~~selected~~holding ~~transactions on page 43 of~~ the ~~Proxy~~office(s) ~~Statement~~indicated isopposite ~~hereby~~each ~~amended~~such ~~and~~officer’s ~~restated as follows:~~name.

Primary Selected Transactions	FV/LTM EBITDA	Implied Per Share Equity Values for Warnaco
Name	Title
VF Corp. / Timberland	12.9x	$93.25
Emanuel Chirico	President (Principal Executive Officer) Emanuel Chirico, 54, joined PVH as Vice President and Controller in 1993. Mr. Chirico was named Executive Vice President and Chief Financial Officer in 1999, President and Chief Operating Officer in 2005, Chief Executive Officer in February 2006, and Chairman of the Board in June 2007.
PVH / Tommy Hilfiger	8.3x	$60.25
Michael A. Shaffer	Executive Vice President (Principal Financial and Operating Officer) Michael A. Shaffer, 49, has been employed by PVH since 1990. Mr. Schaffer served as Senior Vice President, Retail Operations immediately prior to being named Executive Vice President, Finance in 2005. Mr. Shaffer was named Executive Vice President and Chief Financial Officer in March 2006 and Executive Vice President and Chief Operating & Financial Officer in February 2012.
TPG & LGP / J. Crew	8.6x	$62.50
Bruce Goldstein	Senior Vice President (Principal Accounting Officer) Bruce Goldstein, 51, joined PVH in 1990 as the Director of Corporate Accounting. Mr. Goldstein was named Assistant Tax Director in 1995, Group Controller in 1997, Assistant Corporate Controller in 2003 and Senior Vice President and Corporate Controller in 2006.Bruce joined PVH in 1990 as the Director of Corporate Accounting. In 1995, he was promoted to Assistant Tax Director. Shortly thereafter, in 1997, he became group controller until 2003 when he was named Assistant Corporate Controller.Bruce joined PVH in 1990 as the Director of Corporate Accounting. In 1995, he was promoted to Assistant Tax Director. Shortly thereafter, in 1997, he became group controller until 2003 when he was named Assistant Corporate Controller.Bruce joined PVH in 1990 as the Director of Corporate Accounting. In 1995, he was promoted to Assistant Tax Director. Shortly thereafter, in 1997, he became group controller until 2003 when he was named Assistant Corporate Controller.
Overall Median for Selected Transactions	8.5x	$61.75

6Item 5. ~~The~~03. ~~first~~Amendments ~~sentence~~to ofArticles ~~the second paragraph~~ of ~~the~~Incorporation ~~discounted~~or ~~cash~~Bylaws; ~~flow~~Changes ~~analysis~~in ~~beginning~~Fiscal ~~on page 43 of the Proxy Statement is amended and restated as follows~~Year.

In ~~performing~~connection ~~this analysis~~with, ~~J.P.~~and ~~Morgan~~at ~~calculated~~ the ~~present~~Effective ~~value~~Time of, the ~~unlevered~~Merger, ~~after-tax~~the ~~free~~Amended ~~cash~~and ~~flows~~Restated ~~that~~Certificate ~~Warnaco~~of isIncorporation ~~expected~~of toWarnaco ~~generate~~was ~~during~~amended ~~fiscal~~and ~~years~~restated ~~2013~~in ~~through~~its ~~2022~~entirety ~~based~~to ~~upon~~be ~~(1)~~identical to the ~~Warnaco~~certificate ~~forecasts~~of ~~(see~~incorporation ~~"The~~of Merger –Sub, ~~Warnaco~~except ~~Unaudited~~that ~~Prospective~~references ~~Financial~~to ~~Information"~~the ~~beginning~~name onof ~~page~~Merger ~~52),~~Sub ~~and~~were ~~(2)~~replaced ~~extended forecasts (prepared~~ by orreferences atto the ~~direction~~name of Warnaco's ~~management~~(the ~~solely~~“Certificate ~~for~~of ~~purposes~~Incorporation of JWarnaco”).P. Also ~~Morgan's~~in ~~valuation~~connection ~~analysis)~~with, ~~for~~and ~~fiscal~~at ~~years~~the ~~2018~~Effective ~~through~~Time ~~2022~~of, ~~applying~~the ~~(A)~~Merger, ~~gradually~~the ~~declining~~Third ~~revenue~~Amended ~~growth~~and ~~rates~~Restated ~~from~~Bylaws ~~the~~of ~~2017~~Warnaco ~~revenue~~were ~~growth~~amended ~~rate,~~and ~~(B)~~restated anin ~~EBITDA~~their ~~margin~~entirety ~~for~~to ~~each~~be ~~such~~identical ~~fiscal year equal~~ to the ~~2017~~bylaws ~~EBITDA margin~~ of ~~15.2%~~Merger ~~and~~Sub, ~~(C)~~except athat ~~moderately~~references ~~increasing~~to ~~level~~the name of ~~capital~~Merger ~~expenditures~~Sub towere ~~support~~replaced ~~the~~by ~~assumed~~references ~~mid-~~to~~-long~~ ~~term~~the ~~growth~~name ~~and~~of ~~margin~~Warnaco ~~profile~~(the “Bylaws of ~~the business~~Warnaco”).

~~The~~Copies ~~second~~of ~~paragraph~~the Certificate of Incorporation of Warnaco and the ~~discounted~~Bylaws ~~cash~~of ~~flow~~Warnaco ~~analysis~~are ~~beginning~~filed onas ~~page~~Exhibits 433.1 ofand ~~the~~3.2 ~~Proxy~~to ~~Statement~~this isCurrent ~~supplemented~~Report byon ~~adding~~Form ~~the~~8-K, ~~following~~respectively, ~~second~~and ~~sentence:~~are incorporated herein by reference.

~~The~~Item ~~unlevered after-tax free cash flows for Warnaco for the years 2013 through 2017, based upon the Warnaco forecasts and as provided by Warnaco management to J~~5.P07. ~~Morgan,~~Submission ~~were~~of asMatters ~~follows:~~to ~~2013~~a -Vote ~~$163~~of ~~million;~~Security ~~2014 - $131 million; 2015 - $158 million; 2016 - $222 million; and 2017 - $267 million~~Holders.

~~CAUTIONARY~~On ~~STATEMENT~~February ~~REGARDING~~13, ~~FORWARD-LOOKING~~2013, ~~STATEMENTS~~Warnaco held a special meeting of Warnaco stockholders for the purpose of considering and voting on the proposals described in greater detail in Warnaco’s Definitive Proxy Statement on Schedule 14A filed with the SEC on January 15, 2013. Holders of 33,436,733 shares of Warnaco common stock, representing approximately 79% of the shares of Warnaco common stock outstanding and entitled to vote as of January 14, 2013, the record date for the special meeting, were present in person or represented by proxy at the special meeting. A summary of the voting results on each of the proposals submitted to a vote of Warnaco’s stockholders at the special meeting is set forth below:

~~The~~Proposal ~~Supplemental~~1: ~~Disclosures~~Adoption ~~and the documents to which we refer you in the Supplemental Disclosures contain certain forecasts and other forward-looking statements within the meaning~~ of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, revenue enhancements, and competitive positions, growth opportunities, plans and objectives of the management of each of PVH and Warnaco, the Merger and the markets for PVH and Warnaco common stock and other matters. Statements in the Supplemental Disclosures and the documents to which we refer you in the Supplemental Disclosures that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. These forward-looking statements, including, without limitation, those relating to the future business prospects, revenues and income of PVH and Warnaco, wherever they occur in the Supplemental Disclosures or the documents to which we refer you in the Supplemental Disclosures, are necessarily estimates reflecting the best judgment of the respective managements of PVH and Warnaco and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in the Supplemental Disclosures and the documents to which we refer you in the Supplemental Disclosures.Agreement

3Warnaco’s stockholders adopted the Merger Agreement. The tabulation of votes on this proposal was as follows:

Words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "believe," "would," "should," "may," "could" and similar expressions are intended to identify forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, among others, those set forth in the section entitled "Risk Factors" beginning on page 17 of the Proxy Statement and in PVH and Warnaco's filings with the SEC, including their respective Annual Reports on Form 10-K for 2011, as updated by their subsequent Quarterly Reports on Form 10-Q, as well as the following factors:

For	Against	Abstentions
33,415,025	19,195	2,513

•Proposal ~~the~~2: ~~ability~~Non-Binding, ofAdvisory ~~the~~Resolution ~~parties~~on toMerger-Related ~~timely~~Compensation ~~and successfully receive the required approval~~ for ~~the~~Named ~~Merger~~Executive ~~from Warnaco stockholders;~~Officers

•Warnaco’s ~~the~~stockholders ~~possibility~~approved, ~~that~~on ~~the~~a ~~anticipated~~(non-binding) ~~benefits~~advisory ~~from~~basis, the ~~Merger~~compensation ~~cannot~~to be ~~fully~~paid ~~realized~~to orWarnaco’s ~~may~~named ~~take~~executive ~~longer~~officers that is based on or otherwise relates to ~~realize~~the ~~than~~Merger. The ~~expected;~~tabulation of votes for this proposal was as follows:

• the possibility that costs, difficulties or disruptions related to the integration of Warnaco's operations into PVH will be greater than expected;

For	Against	Abstentions
29,826,130	2,547,634	1,062,969

•Proposal ~~the~~3: ~~ability~~Adjournment of ~~PVH~~the toSpecial ~~retain and hire key personnel;~~Meeting

•Warnaco’s stockholders approved the ~~loss~~proposal to adjourn the special meeting if necessary or appropriate in the view of ~~business~~the ~~partners~~Warnaco asboard aof ~~result~~directors to solicit additional proxies in favor of ~~such~~the ~~partners~~proposal ~~deciding~~to adopt the Merger Agreement if there were not tosufficient dovotes ~~business~~at ~~with~~the ~~PVH~~time ~~after~~of such adjournment to adopt the Merger; Agreement. The tabulation of votes for this proposal was as follows:

• the timing, success and overall effects of competition from a wide variety of competitors;

For	Against	Abstentions
30,931,586	2,500,839	6,293

•Item ~~that~~9.01. inFinancial ~~connection~~Statements ~~with the Merger, PVH intends to borrow significant amounts, which may result in it becoming highly leveraged,~~ and will have to use a significant portion of its cash flows to service such indebtedness, as a result of which PVH might not have sufficient funds to operate its businesses in the manner it intends or has operated in the past;Exhibits.

~~• the outcome of pending litigation, including litigation relating to the Merger Agreement, that could delay or impede the completion of the Merger;~~(d) Exhibits

• changes in the future cash requirements of PVH following the Merger, whether caused by unanticipated increases in capital expenditures, increases in pension funding requirements or otherwise;


Exhibit No.		Description


3.1		Certificate of Incorporation of The Warnaco Group, Inc.

3.2		Bylaws of The Warnaco Group, Inc.

• changes in laws and regulations applicable to Warnaco and/or PVH; and

• general market, labor and economic and related uncertainties.

Due to these risks and uncertainties, there can be no assurances that the results anticipated by the forward-looking statements of PVH or the forecasts or other forward-looking statements of Warnaco will occur, that their respective judgments or assumptions will prove correct or that unforeseen developments will not occur. Accordingly, you are cautioned not to place undue reliance upon any forecasts or other forward-looking statements of PVH or Warnaco, which speak only as of the date made. PVH and Warnaco undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Merger, PVH has filed with the SEC a Registration Statement on Form S-4 that includes the Proxy Statement and a Prospectus of PVH, as well as other relevant documents concerning the proposed transaction. WARNACO STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about PVH and Warnaco, may be obtained at the SEC's Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, from PVH at www.pvh.com under the heading "Investors" or from Warnaco at www.warnaco.com under the heading "Investor Relations."

PVH and Warnaco and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from Warnaco's stockholders in connection with the Merger. Information about the directors and executive officers of PVH and their ownership of PVH common stock is set forth in the proxy statement for PVH's 2012 annual meeting of stockholders, as filed with the SEC on Schedule 14A on May 10, 2012. Information about the directors and executive officers of Warnaco and their ownership of Warnaco common stock is set forth in the Proxy Statement. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Merger may be obtained by reading the Proxy Statement/Prospectus regarding the Merger. Free copies of this document may be obtained as described in the preceding paragraph. This Report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE WARNACO GROUP, INC.
Date: January 31, 2013	By:	/s/ Jay L. Dubiner
Date: February 13, 2013	By:	/s/ Mark D. Fischer
		Name:	~~Jay~~Mark LD. ~~Dubiner~~Fischer
		Title:	~~Executive~~Senior Vice President~~, General Counsel & Secretary~~

6 EXHIBIT INDEX

Exhibit No.		Description


3.1		Certificate of Incorporation of The Warnaco Group, Inc.

3.2		Bylaws of The Warnaco Group, Inc.

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

501 Seventh Avenue, New York, New York

(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.)

Filing Compare · WARNACO GROUP INC /DE/