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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.
Common Stock
934390 40 2
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o 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 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).
| 13G | ||||||
| CUSIP No. 934390 40 2 | Page 2 of 6 | |||||
| 1. | Name of Reporting Person: The Bank of Nova Scotia |
I.R.S. Identification Nos. of above persons (entities only): |
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| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: Canada |
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| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 3,468,400 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 3,468,400 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,468,400 at December 31, 2003 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
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| 11. | Percent of Class Represented by Amount in Row (9): 7.68% | |||||
| 12. | Type of Reporting Person: CO | |||||
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| Item 1(a). | Name of Issuer | |
| The Warnaco Group, Inc. | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices | |
|
The Warnaco Group, Inc. 90 Park Avenue, 25th Floor New York, New York 10016 |
||
| Item 2(a). | Name of Persons Filing | |
| The Bank of Nova Scotia (“Scotiabank”) | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence | |
|
The Bank of Nova Scotia Attention: Group Compliance 44 King Street West Toronto, Ontario, Canada M5H 1H1 |
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| Item 2(c). | Citizenship | |
| Organized under the laws of Canada. | ||
| Item 2(d). | Title of Class of Securities | |
| Common Stock | ||
| Item 2(e). | CUSIP Number | |
| 934390 40 2 |
3
| Item 3. | Filing Category | |
| Not applicable | ||
| Item 4(a). | Amount Beneficially Owned | |
| 3,468,400 | ||
| Item 4(b). | Percent of Class | |
| 7.68% | ||
| Item 4(c). | Number of shares as to which the Reporting Person has: | |
| (i) sole power to vote or direct the vote: | ||
| 3,468,400 | ||
| (ii) shared power to vote or direct the vote: | ||
| 0 | ||
| (iii) sole power to dispose or to direct the disposition: | ||
| 3,468,400 | ||
| (iv) shared power to dispose or to direct the disposition: | ||
| 0 | ||
| 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 [ ]. | ||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person | |
| Not applicable |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired | |
| The Security Being Reported on By the Parent Holding Company | ||
| Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not applicable | ||
| Item 10. | Certification | |
| By signing below, each signatory certifies that, to the best of the signatory’s 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. |
5
SIGNATURE
After reasonable inquiry and to the best of the signatory’s knowledge and belief, the signatory certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 5, 2004 | ||||
| THE BANK OF NOVA SCOTIA | ||||
| By: | /s/ David Smith Name: David Smith Title: Vice-President, Group Compliance |
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