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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2006
POLO RALPH LAUREN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS.
The Company's press release, dated January 23, 2006, regarding its
announcement to acquire Sun Apparel, Inc, a wholly-owned subsidiary of Jones
Apparel Group, Inc. holding the license for the Polo Jeans business in the
United States and to settle all outstanding litigation and claims with Jones and
its subsidiaries and affiliates is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBIT NO. DESCRIPTION
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99.1 Press release, dated January 23, 2006
SIGNATURES
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.
POLO RALPH LAUREN CORPORATION
Date: January 22, 2006 By: /s/ Tracey T. Travis
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Name: Tracey T. Travis
Title: Senior Vice President of Finance
and Chief Financial Officer
EXHIBIT INDEX
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99.1 Press release, dated January 23, 2006
EXHIBIT 99.1
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Media Contact: Nancy Murray 212-813-7862
Investor Contact: Denise Gillen 212-318-7516
POLO RALPH LAUREN TO BUY BACK POLO JEANS LICENSE AND
SETTLE OUTSTANDING LITIGATION
NEW YORK (January 23, 2006) - Polo Ralph Lauren Corporation (NYSE: RL) today
announced that it has signed a definitive agreement with Jones Apparel Group,
Inc. to buy back the Polo Jeans business for men's and women's casual apparel
and sportswear in the United States, and to settle all outstanding litigation
and claims between the two companies.
"Over the past few years we have been taking more direct control of our brands.
Buying back Polo Jeans is a continuation of that long-term strategy and gives us
the ability to develop our denim business to its fullest potential," said Ralph
Lauren, Chairman and Chief Executive Officer. "We have the world-class design,
marketing and advertising expertise to take this business to the next level as
we continue to grow on a global basis."
"We already have a strong denim business in Asia and Europe, and with direct
ownership of the Polo Jeans business in the United States we will continue to
invest in design and infrastructure to leverage our global jeans and denim
capabilities," said Roger Farah, President and Chief Operating Officer. "We have
been successful in integrating new merchandise categories and new geographies as
we continue to increase our direct ownership on a worldwide basis and this
transaction is consistent with that strategic direction."
Polo Ralph Lauren Corporation will purchase Sun Apparel, Inc., a Jones Apparel
subsidiary, and settle its outstanding litigation and claims with Jones Apparel
Group for an aggregate consideration of approximately $355 million, subject to
certain purchase price closing adjustments and customary closing conditions,
including review of the acquisition of Sun Apparel under the provisions of the
Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to
close in early February.
UBS Investment Bank acted as financial advisor to Polo Ralph Lauren with respect
to this transaction. The Company was advised by the legal firm of Paul, Weiss,
Rifkind, Wharton & Garrison LLP.
Polo Ralph Lauren Corporation is a leader in the design, marketing and
distribution of premium lifestyle products in four categories: apparel, home,
accessories and fragrances. For more than 38 years, Polo's reputation and
distinctive image have been consistently developed across an expanding number of
products, brands and international markets. The Company's brand names, which
include "Polo by Ralph Lauren", "Ralph Lauren Purple Label", "Ralph Lauren",
"Black Label", "Blue Label", "Lauren by Ralph Lauren", "Polo Jeans Co.", "RRL",
"RLX", "Rugby", "RL Childrenswear", "Chaps", and "Club Monaco" among others,
constitute one of the world's most widely recognized families of consumer
brands. For more information, go to http://investor.polo.com.
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ALTHOUGH POLO RALPH LAUREN CORPORATION AND JONES APPAREL HAVE EXECUTED A
DEFINITIVE AGREEMENT, NO ASSURANCE CAN BE GIVEN THAT THE TRANSACTION WILL CLOSE
AS CONTEMPLATED. THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME
BY REPRESENTATIVES OF THE COMPANY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS"
CONCERNING CURRENT EXPECTATIONS ABOUT THE COMPANY'S FUTURE RESULTS AND
CONDITION, INCLUDING SALES, STORE OPENINGS, GROSS MARGINS, EXPENSES AND
EARNINGS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
MATERIALLY DIFFER INCLUDE, AMONG OTHERS, CHANGES IN THE COMPETITIVE MARKETPLACE,
INCLUDING THE INTRODUCTION OF NEW PRODUCTS OR PRICING CHANGES BY OUR
COMPETITORS, CHANGES IN THE ECONOMY AND OTHER EVENTS LEADING TO A REDUCTION IN
DISCRETIONARY CONSUMER SPENDING; RISKS ASSOCIATED WITH THE COMPANY'S DEPENDENCE
ON SALES TO A LIMITED NUMBER OF LARGE DEPARTMENT STORE CUSTOMERS, INCLUDING
RISKS RELATED TO EXTENDING CREDIT TO CUSTOMERS; RISKS ASSOCIATED WITH THE
COMPANY'S DEPENDENCE ON ITS LICENSING PARTNERS FOR A SUBSTANTIAL PORTION OF ITS
NET INCOME AND RISKS ASSOCIATED WITH A LACK OF OPERATIONAL AND FINANCIAL CONTROL
OVER LICENSED BUSINESSES; RISKS ASSOCIATED WITH CHANGES IN SOCIAL, POLITICAL,
ECONOMIC AND OTHER CONDITIONS AFFECTING FOREIGN OPERATIONS OR SOURCING
(INCLUDING FOREIGN EXCHANGE FLUCTUATIONS) AND THE POSSIBLE ADVERSE IMPACT OF
CHANGES IN IMPORT RESTRICTIONS; RISKS ASSOCIATED WITH UNCERTAINTY RELATING TO
THE COMPANY'S ABILITY TO IMPLEMENT ITS GROWTH STRATEGIES OR ITS ABILITY TO
SUCCESSFULLY INTEGRATE ACQUIRED BUSINESSES; RISKS ARISING OUT OF LITIGATION OR
TRADEMARK CONFLICTS, AND OTHER RISK FACTORS IDENTIFIED IN THE COMPANY'S FORM
10-K, 10-Q AND 8-K REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES.