Warnaco Postpones Vote on Recapitalization Plan

Warnaco postponed a shareholder vote scheduled for today on the company’s recapitalization plan after an Encino investment group said Thursday that it might raise its hostile bid for the Bridgeport, Conn., apparel firm.

W Acquisition offered conditionally to increase its offer to nearly $470 million in cash, or $46.50 a share, from about $444 million, or $44 a share, for the 10.1 million Warnaco shares that it does not already own.

The terms of the offer, however, require shareholders to reject Warnaco’s recapitalization plan and to tender at least 5.5 million shares to W Acquisition, enough to give it a majority stake in the company.

Warnaco, which is offering shareholders a package of cash, notes and stock valued at about $45 a share, said its directors will meet Tuesday to consider alternatives. The company said it is seeking a court order to prevent W Acquisition from buying more shares, contending that the group’s offer violates federal securities laws.

Warnaco officials cited the offer as the reason for postponing the shareholder vote, which was rescheduled for May 5.

Observers differed on the company’s strategy.

A W Acquisition source suggested that the delay indicated that Warnaco lacks the votes to pass its plan, which requires the approval of owners of two-thirds of its shares outstanding. That suggestion, however, was discounted by an arbitrageur. He said Warnaco probably did not know how the tally would go because many institutions wait until the last minute to vote.

The arbitrageur, who asked not be be identified, said it is increasingly unlikely that Warnaco could find a friendly buyer because the price of its stock already has risen more than 40% since early March. He said Warnaco probably will consider ways to boost its recapitalization plan.

Warnaco’s stock closed Thursday at $46.37 1/2 a share on the New York Stock Exchange, up $1.50.