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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Polo Ralph Lauren Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
731572103
-------------------------------------------------------
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
-------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 731572103 Page 2 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
THE GOLDMAN SACHS GROUP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF-00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 23,703,799
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
23,703,799
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,703,799
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% (23.7% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
HC-PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 731572103 Page 3 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF-00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [x]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 23,703,799
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
23,703,799
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,703,799
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% (23.7% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
BD-PN-IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 731572103 Page 4 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 21,458,715
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
21,458,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5% (21.4% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 731572103 Page 5 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 21,458,715
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
21,458,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5% (21.4% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 731572103 Page 6 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1994, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 616,607
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
616,607
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,607
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% (.62% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 731572103 Page 7 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1994, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 645,657
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
645,657
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,657
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (.64% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 731572103 Page 8 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUNDING CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,262,264
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,262,264
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,264
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% (1.3% of outstanding shares of Class A Common Stock assuming all
outstanding shares of Class B Common Stock and Class C Common Stock are
converted into shares of Class A Common Stock)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. Security and Issuer.
-------------------
This Statement on Schedule 13D relates to the Class A common stock,
par value $0.01 per share (the "Class A Common Stock"), of Polo Ralph Lauren
Corporation, a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 650
Madison Avenue, New York, New York 10022.
ITEM 2. Identity and Background.
-----------------------
This Statement is being filed by GS Capital Partners, L.P. ("GS
Capital"), GS Advisors, L.P. ("GS Advisors"), Stone Street Fund 1994, L.P.
("Stone Street"), Bridge Street Fund 1994, L.P. ("Bridge Street" and together
with GS Capital and Stone Street, the "Limited Partnerships"), Stone Street
Funding Corp. ("Funding Corp."), Goldman, Sachs & Co. ("Goldman Sachs") and
The Goldman Sachs Group, L.P. ("GS Group" and, together with Goldman Sachs,
GS Advisors, Funding Corp. and the Limited Partnerships, the "Filing Persons").
[FN] Neither the present filing nor anything contained herein shall be
construed as an admission that any Filing Person constitutes a "person" for any
purposes other than Section 13(d) of the Securities Exchange Act of 1934.[/FN]
As of June 30, 1997, Goldman Sachs and GS Group may be deemed to
beneficially own 22,720,979 shares of Class A Common Stock through the Limited
Partnerships. In addition, as of June 30, 1997, Goldman Sachs and GS Group may
be deemed to beneficially own 982,820 shares of Class A Common Stock held in
client accounts with respect to which Goldman Sachs or employees of Goldman
Sachs have voting or investment discretion, or both ("Managed Accounts").
Goldman Sachs and GS Group each disclaim beneficial ownership of (i) shares of
Class A Common Stock beneficially owned by the Limited Partnerships to the
extent of partnership interests in the Limited Partnerships held by persons
other than Goldman Sachs, GS Group or their affiliates and (ii) shares of Class
A Common Stock held in Managed Accounts.
GS Capital, a Delaware limited partnership, was formed for the
purpose of investing in equity and equity-related securities primarily acquired
or issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, a Delaware limited partnership, is the sole general
partner of GS Capital. Stone Street and Bridge Street, each a Delaware limited
partnership, were formed for the purpose of investing in equity and
equity-related securities primarily acquired or issued in leveraged
acquisitions, reorganizations and other private equity transactions and in
other financial instruments. Funding Corp., a Delaware corporation, is the sole
general partner of Stone Street and the sole managing general partner of Bridge
Street. Goldman Sachs, a New York limited partnership, is an investment banking
firm and a member of the New York Stock Exchange, Inc. ("NYSE") and other
national exchanges. Goldman Sachs also serves as the investment manager for GS
Capital. GS Group, one of the general partners of Goldman Sachs, owns a 99%
interest in Goldman Sachs. GS Group is a Delaware limited partnership and
holding partnership that (directly and indirectly through subsidiaries or
affiliated companies or both) is a leading investment banking organization. The
other general partner of Goldman Sachs is The Goldman, Sachs & Co. L.L.C., a
Delaware limited liability company ("GS L.L.C.") which is wholly-owned by GS
Group, and The Goldman Sachs Corporation, a Delaware corporation ("GS Corp.").
GS Corp. is the sole general partner of GS Group. The principal business
address of each Filing Person, GS L.L.C. and GS Corp., is 85 Broad Street,
New York, NY 10004.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Corp. and GS L.L.C. and of
each member of the executive committees of GS Corp., GS L.L.C., GS Group and
Goldman Sachs are set forth in Schedule I hereto and are incorporated herein
by reference. The name, business address, present principal occupation or
employment and citizenship of each director and each executive officer of GS
Advisors, Inc., a Delaware corporation that is the sole general partner of GS
Advisors, are set forth in Schedule II-A hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each director and each executive officer of
Funding Corp. are set forth on Schedule II-B hereto and are incorporated
herein by reference.
During the last five years, none of the Filing Persons, or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule
I, II-A or II-B hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) except as set
forth in Schedule III hereto, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect
to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On October 31, 1994, in connection with the formation of Polo Ralph
Lauren Enterprises, L.P. ("Enterprises") and Polo Ralph Lauren, L.P. ("Polo
LP"), the Limited Partnerships, directly and indirectly through subsidiary
entities, purchased an aggregate 28.5% limited partnership interest in
Enterprises and an aggregate 0.3986% limited partnership interest in Polo LP
for an aggregate purchase price of $128 million. On October 16, 1995, the
Limited Partnerships together with such subsidiary entities purchased an
aggregate 0.3986% limited partnership interest in The Ralph Lauren Womenswear
Company, L.P. ("Womenswear" together with Enterprises and Polo LP, the "Polo
Partnerships") for an aggregate purchase price of $2.85 million.
On June 9, 1997, in anticipation of the Company's initial public
offering (the "IPO"), the Company effected an internal reorganization and in
connection with such reorganization, among other things, the Limited
Partnerships, directly and indirectly by merger of subsidiary entities into
the Company, contributed their partnership interests in the Polo Partnerships
to the Company in exchange for 24,920,979 shares of Class C Common Stock, par
value of $0.01 of the Company ("Class C Common Stock" together with the
Class A Common Stock and shares of Class B Common Stock, par value $0.01 per
share (the "Class B Common Stock"), the "Common Stock") (the internal
reorganization of the Company together with the above mentioned transactions,
collectively, the "Reorganization"). Of the 24,920,979 shares of Class C
Common Stock owned by the Limited Partnerships immediately after the
Reorganization, GS Capital owned 23,536,494 shares, Stone Street owned 676,311
shares, and Bridge Street owned 708,174 shares. As described in Item 6,
pursuant to the Company's Amended and Restated Certificate of Incorporation
each share of Class C Common Stock is convertible, at any time and from time
to time, into one share of Class A Common Stock. Accordingly, for purposes of
this Statement, each holder of shares of Class C Common Stock may be deemed
to beneficially own an equal number of shares of Class A Common Stock.
On June 11, 1997, GS Capital sold to the representatives of the U.S.
Underwriters (the "U.S. Representatives") 2,077,779 shares of Class C Common
Stock, Stone Street sold 59,704 shares of Class C Common Stock and Bridge
Street sold 62,517 shares of Class C Common Stock. All of the sales of
Class C Common Stock by the Limited Partnerships to the U.S. Representatives
were at a price of $24.57 per share of Common Stock in promissory notes,
which notes were subsequently paid in full on June 17, 1997.
As of June 30, 1997, Goldman Sachs beneficially owned an
additional 982,820 shares of Class A Common Stock which were held for the
Managed Accounts and which were acquired in the ordinary course of
business. All such transactions are set forth on Schedule IV hereto.
Schedule IV also reflects certain ordinary course trading activities in the
Class A Common Stock effected by Goldman Sachs. As of June 30, 1997, no
shares were held as a result of such ordinary course trading activities.
The aggregate consideration for the purchases listed on Schedule IV
was $44,202,566.
The funds used by the Limited Partnerships (and the subsidiary
entities) to purchase the partnership interests in the Polo Partnerships as
described above were obtained by such entities from capital contributions by
their partners or stockholders and from the available funds of such entities.
The funds used to purchase shares of Class A Common Stock for the Managed
Accounts came from client funds. The funds used in such ordinary course trading
activities came from Goldman Sachs' working capital.
None of the persons listed on Schedule I, Schedule II-A or II-B
hereto has contributed any funds or other consideration towards the
purchase of the securities of the Company, except insofar as they may
be general or limited partners of any of Goldman Sachs or the Limited
Partnerships and have made capital contributions to any of Goldman Sachs or
such Limited Partnerships, as the case may be.
ITEM 4. Purpose of the Transaction.
--------------------------
The Limited Partnerships, directly and indirectly through subsidiary
entities, purchased the partnership interests in the Polo Partnerships for the
purpose of acquiring an equity interest in the Polo Partnerships. As described
in Item 3, in connection with the Reorganization, the Limited Partnerships
received 24,920,979 shares of Class C Common Stock in exchange for the
contribution of partnership interests in the Polo Partnerships to the Company.
The shares of Class A Common Stock which may be deemed beneficially owned by
Goldman Sachs (other than the shares of Class A Common Stock which may be
deemed beneficially owned by Goldman Sachs through the Limited Partnerships)
were acquired in the ordinary course of its business.
None of the Filing Persons or, to the knowledge of the Filing
Persons, any of the persons listed on Schedule I, II-A or II-B hereto has any
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Limited Partnerships, as holders of Class C Common Stock and
in accordance with the terms of the Amended and Restated Certificate of
Incorporation of the Company, have elected a partner of Goldman Sachs as a
director of the Company. In that capacity, the Class C director will
participate, and will have the opportunity to vote, on matters that are
presented to the board of directors, including sales of assets, extraordinary
corporate transactions, and changes to the Company's capitalization, dividend
policy, business or corporate structure. The rights of the holders of Class C
Common Stock under the Company's Amended and Restated Certificate of
Incorporation are more fully described in Item 6. In connection with the
Reorganization, the Limited Partnerships entered into certain agreements which
restrict their ability to transfer shares of Common Stock. These agreements
are more fully described in Item 6. In addition, in connection with the IPO,
the Limited Partnerships agreed not to sell or otherwise dispose of any shares
of Class A Common Stock (or securities substantially similar to, convertible
into, or exchangeable for, Class A Common Stock) for a period of 180 days after
June 11, 1997 (the "Lock-up"). The Lock-up is further described in Item 6.
The Limited Partnerships have certain registration rights with respect to the
shares of Class A Common Stock (including Class A Common Stock issued upon
conversion of Class C Common Stock) that they hold, the terms of which are more
fully described in Item 6.
Each of the Filing Persons expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the market
price of the Class A Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each Filing Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, the Filing
Persons may purchase additional shares of Common Stock or may sell shares of
Common Stock from time to time in public or private transactions and/or may
enter into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock or other securities. Any such transactions may be effected at any
time or from time to time (subject to any applicable limitations imposed on the
sale of any of their shares of Common Stock by the Securities Act of 1933, as
amended (the "Securities Act"), and, in the case of sales by the Limited
Partnerships, subject to the other restrictions described in Item 6). To the
knowledge of each Filing Person, each of the persons listed on Schedule I, II-A
or II-B hereto may make the same evaluation.
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
(a) As described in Item 3, the Limited Partnerships held 24,920,979
shares of Class C Common Stock after giving effect to the Reorganization, of
which 2,200,000 shares were sold by the Limited Partnerships to the U.S.
Representatives on June 11, 1997. As a result, as of June 11, 1997, GS Capital
beneficially owned 21,458,715 shares of Class C Common Stock, Stone Street
beneficially owned 616,607 shares of Class C Common Stock and Bridge Street
beneficially owned 645,657 shares of Class C Common Stock. Based on information
provided to the Filing Persons by the Company's transfer agent, as of June 30,
1997, there were outstanding 34,221,444 shares of Class A Common Stock
(100,222,444 shares of Class A Common Stock assuming all shares of Class B
Common Stock and Class C Common Stock are converted into shares of Class A
Common Stock), 43,280,021 shares of Class B Common Stock and 22,720,979 shares
of Class C Common Stock. As described in Item 6, pursuant to the Company's
Amended and Restated Certificate of Incorporation, each share of Class B Common
Stock or Class C Common Stock is convertible, at any time and from time to
time, into a share of Class A Common Stock. Accordingly, for purposes of this
Statement, the holder of shares of Class C Common Stock may be deemed to
beneficially own an equal number of shares of Class A Common Stock.
Based on the foregoing, as of June 30, 1997, GS Capital beneficially
owned approximately 37.7% of the outstanding shares of Class A Common Stock
assuming that all of GS Capital's shares of Class C Common Stock but no other
shares of Class C Common Stock were converted into shares of Class A Common.
Assuming all outstanding shares of Class B Common Stock and Class C Common Stock
were converted into shares of Class A Common Stock, GS Capital would have
beneficially owned as of June 30, 1997 approximately 21.4% of the outstanding
shares of Class A Common Stock.
As of June 30, 1997, Stone Street beneficially owned approximately
1.8% of the outstanding shares of Class A Common Stock assuming that all of
Stone Street's shares of Class C Common Stock but no other shares of Class C
Common Stock were converted into shares of Class A Common. Assuming all
outstanding shares of Class B Common Stock and Class C Common Stock were
converted into shares of Class A Common Stock, Stone Street would have
beneficially owned as of June 30, 1997 approximately .62% of the outstanding
shares of Class A Common Stock.
As of June 30, 1997, Bridge Street beneficially owned approximately
1.9% of the outstanding shares of Class A Common Stock assuming that all of
Bridge Street's shares of Class C Common Stock but no other shares of Class C
Common Stock were converted into shares of Class A Common Stock. Assuming all
outstanding shares of Class B Common Stock and Class C Common Stock were
converted into shares of Class A Common Stock, Bridge Street would have
beneficially owned as of June 30, 1997 approximately .64% of the outstanding
shares of Class A Common Stock.
As of June 30, 1997, Funding Corp. may be deemed to have beneficially
owned, as the general partner of Stone Street and the managing general partner
of Bridge Street, the 1,262,264 shares of Class A Common Stock beneficially
owned by Stone Street and Bridge Street, representing (i) approximately 3.6% of
the outstanding shares of Class A Common Stock as of June 30, 1997 assuming that
all of Stone Street's and Bridge Street's shares of Class C Common Stock but no
other shares of Class C Common Stock were converted into shares of Class A
Common and (ii) approximately 1.3% of the outstanding shares of Class A Common
Stock as of June 30, 1997 assuming that all outstanding shares of Class B Common
Stock and Class C Common Stock were converted into shares of Class A Common
Stock.
As of June 30, 1997, Goldman Sachs and GS Group may be deemed to have
beneficially owned the 22,720,979 shares of Class A Common Stock beneficially
owned by the Limited Partnerships. In addition, Goldman Sachs and GS Group may
be deemed to have beneficially owned at June 30, 1997, the 982,820 shares of
Class A Common Stock held in the Managed Accounts. Based on such holdings,
Goldman Sachs and GS Group may be deemed to have beneficially owned at June 30,
1997 (i) approximately 41.6% of the outstanding shares of Class A Common Stock
assuming that all of the shares of Class C Common Stock owned by the Limited
Partnerships were converted into shares of Class A Common and (ii) approximately
23.7% of the outstanding shares of Class A Common Stock assuming that all
outstanding shares of Class B Common Stock and Class C Common Stock were
converted into shares of Class A Common Stock.
Goldman Sachs and GS Group disclaim beneficial ownership of (i) the
shares of Class A Common Stock beneficially owned by the Limited Partnerships to
the extent of partnership interests in the Limited Partnerships held by persons
other than Goldman Sachs, GS Group or their affiliates and (ii) the shares of
Class A Common Stock held in Managed Accounts.
None of the Filing Persons beneficially owns any shares of Common
Stock other than as set forth herein.
(b) Each Filing Person shares the power to vote or direct the vote and
to dispose or to direct the disposition of shares of Common Stock beneficially
owned by such Filing Person as indicated in pages 2 through 8 above.
(c) Except as set forth in Item 3 and Schedule IV and except, with
respect to Goldman Sachs, in its capacity as an underwriter in the IPO (as
further described in Item 6), no transactions in the Class A Common Stock were
effected by the Filing Persons, or, to their knowledge, any of the persons
listed on Schedule I or Schedule II-A or II-B hereto, during the past sixty
days. Schedule IV sets forth transactions in the Class A Common Stock which have
been effected by Goldman Sachs during the period from May 1, 1997 through June
30, 1997. The sale of 2,200,000 shares of Class C Common Stock by the Limited
Partnerships to the U.S. Representatives on June 11, 1997, described in Item 3,
were made for an amount per share equal to $24.57 (the IPO offering price of
$26.00 per share less the underwriting discount of $1.43 per share). The U.S.
Representatives paid for such shares by issuing promissory notes which notes
were subsequently paid in full on June 17, 1997. The purchases by Goldman Sachs
set forth on Schedule IV were made in the ordinary course of business, and all
of these transactions were effected on the NYSE.
(d) No other person is known by any Filing Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by any Filing
Person.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
--------------------------------------------------------
Amended and Restated Certificate of Incorporation. In connection with
the Reorganization, the Company filed its Amended and Restated Certificate of
Incorporation (the "Certificate"), a copy of which is filed as Exhibit (1).
Pursuant to the Certificate, the shares of Common Stock are identical in all
respects, except for voting rights and certain conversion rights, transfer
restrictions in respect of the shares of Class B Common Stock and Class C Common
Stock and the right of the holders of Class B Common Stock and Class C Common
Stock to receive a certain dividend.
Under the Certificate, holders of Class A Common Stock and Class C
Common Stock are entitled to one vote per share and holders of Class B Common
Stock are entitled to ten votes per share. Holders of all classes of Common
Stock entitled to vote will vote together as a single class on all matters
presented to the stockholders for their vote or approval except for the election
and the removal of directors and as otherwise required by applicable law.
With respect to the election of directors, the Certificate provides
that the Company's Board of Directors (the "Board") will have between six and 20
members plus any directors which are entitled to be elected by any series of
Preferred Stock pursuant to the terms thereof (such directors, the "Preferred
Directors"). Initially, the Company's Board of Directors will have six members
comprised of four directors designated by the holders of Class B Common Stock
(each a "Class B Director"), one director designated by the holders of Class A
Common Stock (a "Class A Director") and one director designated by the holders
of Class C Common Stock (a "Class C Director"). The initial Class C Director is
Richard A. Friedman, a managing director of Goldman Sachs. Pursuant to the
Certificate, so long as on the record date for any meeting of stockholders of
the Company the number of outstanding shares of Class C Common Stock is equal to
or greater than 10% of the aggregate number of shares of Common Stock
outstanding immediately upon the consummation of the IPO (subject to appropriate
adjustment for stock splits, reverse stock splits, stock dividends and similar
transactions), then the holders of the Class C Common Stock, voting as a
separate class, are entitled to elect one Class C Director if the Board
(exclusive of Preferred Directors) consists of less than 13 directors and two
Class C Directors if the Board (exclusive of Preferred Directors) consists of 13
or more directors.
Pursuant to the Certificate, the Company may not issue or sell any
shares of Class C Common Stock or any securities (including, without limitation,
any rights, options, warrants or other securities) convertible into, or
exchangeable or exercisable for, shares of Class C Common Stock to any person
other than a Limited Partnership or, until April 15, 2002, any successor
thereof. Additionally, shares of Class C Common Stock may not be transferred
whether by sale, assignment, gift, bequest, appointment or otherwise to a person
other than a Limited Partnership or, until April 15, 2002, any successor
thereof. The transfer restrictions contained in the Certificate do not apply in
the case of a merger, consolidation or business combination of the Company with
or into another corporation in which all of the outstanding shares of Common
Stock and any outstanding shares of preferred stock of the Company regardless of
class are purchased by the acquiror (a "Business Combination").
Class A Common Stock has no conversion rights. Shares of Class B
Common Stock and Class C Common Stock are convertible into Class A Common Stock,
in whole or in part, at any time and from time to time at the option of the
holder, on the basis of one share of Class A Common Stock for each share of
Class B Common Stock or Class C Common Stock converted. Each share of Class C
Common Stock will also automatically convert into one share of Class A Common
Stock if, on the record date for any meeting of the stockholders of the Company,
the number of shares of Class C Common Stock then outstanding is less than 10%
of the aggregate number of shares of Common Stock outstanding immediately upon
the consummation of the IPO (subject to appropriate adjustment for stock splits,
reverse stock splits, stock dividends and similar transactions). Additionally,
at such time as a person ceases to be a Limited Partnership (or, until April 15,
2002, any successor thereof), any share of Class C Common Stock held by such
person at such time shall automatically convert into a share of Class A Common
Stock. Shares of Class A Common Stock issuable upon conversion of shares of
Class C Common Stock are not subject to the transfer restrictions described in
the immediately preceding paragraph.
Other Agreements Relating to Reorganization. In connection with the
Reorganization, on June 9, 1997, the Company entered into a stockholders'
agreement (the "Stockholders' Agreement") with the Limited Partnerships and the
other stockholders of the Company (the "Other Stockholders"). A copy of the
Stockholders' Agreement is filed as Exhibit (2). All of the provisions of the
Stockholders' Agreement terminated upon completion of the IPO except for certain
provisions relating to certain tax matters with respect to the Polo
Partnerships, certain restrictions on transfers of shares of Common Stock
(described below) and indemnification and exculpation provisions.
Pursuant to the Stockholders' Agreement, until October 1, 1998, no
Limited Partnership may transfer any shares of Common Stock if, after giving
effect to such transfer of Common Stock (whether as a result of such transfer or
otherwise), the Limited Partnerships hold (in the aggregate) shares of Class C
Common Stock constituting less than 11% of the outstanding shares of Common
Stock on June 9, 1997 (treating as outstanding on June 9, 1997, all shares of
all classes of Common Stock issued by the Company in the IPO and any shares of
Common Stock issued in connection with the Polo Retail Transactions (as defined
therein)), subject to appropriate adjustment for stock splits, reverse stock
splits, stock dividends and similar transactions. Additionally, until October 1,
1998, other than by gift, bequest or appointment, no transfers of shares of
Class C Common Stock may be made in a transaction in which the transferred
shares do not convert into Class A Common Stock without delivery of an opinion
from counsel to the transferor to the effect that the transfer would not
adversely affect the qualification, under Section 351 of the Internal Revenue
Code of 1986, as amended, of the acquisition of shares of Common Stock in the
Reorganization. The above-mentioned transfer restrictions do not apply in the
case of a Business Combination.
As part of the Reorganization, certain corporate subsidiaries of the
Limited Partnerships were merged into the Company. Of the 24,920,979 shares of
Class C Common Stock received by the Limited Partnerships in the Reorganization
6,185,441 of such shares were received in connection with such mergers. In
connection with the mergers, the Limited Partnerships agreed not to dispose of
an aggregate of approximately 3,157,475 of the shares of Class C Common Stock
issued by the Company in the mergers until June 10, 1999. Copies of the
agreements containing such agreements (collectively, the "Other Agreements"),
are filed as Exhibits (3), (4) and (5) hereto.
Registration Rights Agreement. The Limited Partnerships, the Other
Stockholders and the Company are parties to a Registration Rights Agreement (the
"Registration Rights Agreement"), a copy of which is filed as Exhibit (6).
Pursuant to the Registration Rights Agreement, the Limited Partnerships have the
ability to require (a "Demand") the Company to register any or all of the Class
A Common Stock (including Class A Common Stock issued upon conversion of Class C
Common Stock) held by them. The Limited Partnerships may make a Demand once
every nine months so long as the Limited Partnerships own at least 10% of the
outstanding Common Stock. Once the Limited Partnerships own less than 10% of the
outstanding Common Stock, the Limited Partnerships may make one additional
Demand. In addition, the Limited Partnerships have the right to "piggyback" or
to include all or a portion of their shares of Class A Common Stock (including
Class A Common Stock issued upon conversion of Class C Common Stock) in certain
Company registrations, subject to certain limitations.
Pursuant to the Registration Rights Agreement, the Company is required
to pay all expenses (other than underwriting discounts and commissions, and any
capital gains, income or transfer taxes payable by the selling stockholders) in
connection with any Demand registration, as well as any registration pursuant to
the exercise of piggyback rights. The Company also has agreed in the
Registration Rights Agreement to indemnify the Limited Partnerships against
certain liabilities, including liabilities arising under the Securities Act.
Pursuant to the Registration Rights Agreement, the Company may not grant any
other person registration rights without the written consent of the holders
holding at least a majority of the securities entitled to registration rights
under the Registration Rights Agreement.
Underwriting Agreement. In connection with the IPO, the Limited
Partnerships entered into an Underwriting Agreement, dated June 11, 1997 (the
"U.S. Underwriting Agreement"), among the Company, the selling stockholders
listed in Schedule II thereto (the "Selling Stockholders") and Goldman Sachs,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters listed in Schedule
I thereto (the "U.S. Underwriters"), and an Underwriting Agreement, dated June
11, 1997, (the "International Underwriting Agreement" and, together with the
U.S. Underwriting Agreement, the "Underwriting Agreements"), among the Company,
the Selling Stockholders and Goldman Sachs International, Merrill Lynch
International and Morgan Stanley & Co. International Limited, as representatives
of the several underwriters listed in Schedule I thereto (the "International
Underwriters" and, together with the U.S. Underwriters, the "Underwriters").
Copies of the Underwriting Agreements are filed as Exhibits (7) and (8) hereto.
The Underwriting Agreements provide for purchases by the Underwriters from the
Company and the Selling Stockholders of 29,500,000 shares of Class A Common
Stock, and up to an additional 4,425,000 shares of Class A Common Stock at the
same purchase price for the purpose of covering over-allotments. The
Underwriters executed the over-allotment option in full on June 13, 1997. The
initial public offering price in the IPO was $26.00 per share. Under the
Underwriting Agreements, the Underwriters purchased the shares net of an
underwriting discount of $1.43 per share. The Underwriting Agreements contain
standard terms and conditions for a public offering including customary
representations and warranties and indemnity provisions. Pursuant to the
Underwriting Agreements, Goldman Sachs purchased an aggregate of 5,406,334
shares of Class A Common Stock and Goldman Sachs International, an English
unlimited company, purchased 1,748,000 shares of Class A Common Stock
(including, in each case, shares of Class A Common Stock purchased pursuant to
the exercise of the Underwriters' over-allotment options).
Lock-up. In connection with the IPO, the Company, its executive
officers and directors and all other holders of Common Stock prior to the IPO
(including the Limited Partnerships) have agreed that, during the period
beginning from the date of the Underwriting Agreements and continuing to and
including the date 180 days after the date of the final Prospectus, dated June
11, 1997, they will not offer, sell, contract to sell, or otherwise dispose of
any shares of Class A Common Stock or any securities of the Company that are
substantially similar to the Class A Common Stock, including, but not limited
to, any securities that are convertible into or exchangeable for, or that
represent the right to receive, Class A Common Stock or any such substantially
similar securities (other than pursuant to employee or director stock option
plans existing as of June 9, 1997) without the prior written consent of the
representative of the Underwriters. A copy of the form of the Lock-up Agreement
is filed as Exhibit (9).
The foregoing descriptions in this Statement of the Certificate, the
Stockholders' Agreement, the Other Agreements, the Registration Rights
Agreement, the Underwriting Agreements and the Lock-Up Agreement are qualified
in their entirety by reference to the Certificate, the Stockholders' Agreement,
the Other Agreements, the Registration Rights Agreement, the Underwriting
Agreements and the Lock-Up Agreement, copies of which are filed as Exhibits (1),
(2), (3), (4), (5), (6), (7), (8) and (9) hereto, respectively, and are
incorporated herein by reference.
Except as described herein, none of the Filing Persons or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule I
or Schedule II-A or II-B hereto is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Company.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
(1) Amended and Restated Certificate of Incorporation of the Company, dated
June 9, 1997 (incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 No. 333-24733)
(2) Stockholders' Agreement by and among the Company, the Limited Partnerships
and the other parties thereto, dated as of June 9, 1997 (incorporated
herein by reference to Exhibit 10.22 to the Company's Registration
Statement on Form S-1 No. 333-24733)
(3) Agreement of Merger, dated as of June 9, 1997, among the Company, GS
Capital and Holding I Inc.
(4) Agreement of Merger, dated as of June 9, 1997, among the Company, GS
Capital and Holding II Inc.
(5) Letter Agreement, dated as of June 9, 1997, among the Company and Stone
Street
(6) Registration Rights Agreement by and among the Company and the persons and
entities thereto, dated as of June 9, 1997 (incorporated herein by
reference to Exhibit 10.3 to the Company's Registration Statement on Form
S-1 No. 333-24733)
(7) U.S. Underwriting Agreement (incorporated herein by reference to Exhibit
1.1 to the Company's Registration Statement on Form S-1 No. 333-24733)
(8) International Underwriting Agreement
(9) Form of Lock-Up Agreement
(10) Joint Filing Agreement
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.
July 10, 1997
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: Executive Vice President
GS ADVISORS, L.P.
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: President
STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its managing general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET FUNDING CORP.
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: Vice President
SCHEDULE I
----------
The name of each director of The Goldman Sachs Corporation and The
Goldman, Sachs & Co. L.L.C. and of each member of the executive committees
of The Goldman Sachs Corporation, The Goldman Sachs & Co. L.L.C., The
Goldman Sachs Group, L.P. and Goldman, Sachs & Co. is set forth below. The
business address of each person listed below except John A. Thain and John
L. Thornton is 85 Broad Street, New York, NY 10004. The business address of
John A. Thain and John L. Thornton is 133 Fleet Street, London EC4A 2BB,
England. Each person is a citizen of the United States of America. The
present principal occupation or employment of each of the listed persons is
as a managing director of Goldman, Sachs & Co. or another Goldman Sachs
operating entity and as a member of the executive committee.
Jon Z. Corzine
Henry M. Paulson, Jr.
Roy J. Zuckerberg
Robert J. Hurst
John A. Thain
John L. Thornton
SCHEDULE II-A
-------------
The name, position and present principal occupation of each director and
executive officer of GS Advisors, Inc., the sole general partner of GS Advisors,
L.P., which is the sole general partner of GS Capital Partners, L.P., are set
forth below.
The business address for all the executive officers and directors listed
below except Henry Cornell is 85 Broad Street, New York, New York 10004. The
business address of Henry Cornell is 3 Garden Road, Hong Kong.
All executive officers and directors listed below are United States
citizens.
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of Goldman, Sachs & Co.
Carla H. Skodinski Vice President/Secretary Vice President of Goldman, Sachs & Co.
Elizabeth S. Cogan Treasurer Vice President of Goldman, Sachs & Co.
Joseph H. Gleberman Director/ Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs (Asia) L.L.C.
Barry S. Volpert Director/Vice President Managing Director of Goldman, Sachs & Co.
Eve M. Gerriets Vice President/Assistant Secretary Vice President of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Vice President of Goldman, Sachs & Co.
SCHEDULE II-B
-------------
The name, position and present principal occupation of each director and
executive officer of Stone Street Funding Corp., the sole general partner of
Stone Street Fund 1994, L.P. and the managing general partner of Bridge Street
Fund 1994, L.P., are set forth below.
The business address for each of the executive officers and directors
listed below is 85 Broad Street, New York, New York 10004.
All executive officers and directors listed below are United States
citizens.
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Richard A. Friedman Director/President Managing Director of Goldman, Sachs
& Co.
Avi M. Nash Director/Vice President Managing Director of Goldman, Sachs
& Co.
Jeffrey B. Goldenberg Director/Vice President Managing Director of Goldman, Sachs
& CO.
William J. McMahon Director/Vice President Vice President of Goldman, Sachs &
Co.
Dinakar Singh Director/Vice President Vice President of Goldman, Sachs &
Co.
Jonathan L. Kolatch Director/Vice President Managing Director of Goldman, Sachs
& Co.
Sanjeev K. Mehra Director/Vice President Managing Director of Goldman, Sachs
& Co.
Eric M. Mindich Director/Vice President/Treasurer Managing Director of Goldman, Sachs
& Co.
Peter G. Sachs Director/Vice President Limited Partner of The Goldman Sachs
Group, L.P.
Glenn R. Fuhrman Director/Vice President Vice President of Goldman, Sachs &
Co.
Peter M. Sacerdote Director/Chairman/C.E.O./ Limited Partner of The Goldman Sachs
President Group, L.P.
David J. Greenwald Vice President Vice President of Goldman, Sachs &
Co.
Carla H. Skodinski Vice President/Secretary Vice President of Goldman, Sachs &
Co.
Esta E. Stecher Vice President Managing Director of Goldman, Sachs
& Co.
Richard A. Yacenda Vice President Vice President of Goldman, Sachs &
Co.
SCHEDULE III
------------
In settlement of Securities and Exchange Commission Administrative
Proceeding File No. 3-7646 In the Matter of the Distribution of Securities
Issued by Certain Government Sponsored Enterprises, Goldman, Sachs & Co. (the
"Firm"), along with numerous other securities firms, without admitting or
denying any of the findings of the Securities and Exchange Commission (the
"SEC") consented to the entry of an Order, dated January 16, 1992. The SEC found
that the Firm, in connection with its participation in the primary distributions
of certain unsecured debt securities issued by Government Sponsored Enterprises
("GSEs"), made and kept certain records that did not accurately reflect the
Firm's customers' orders for GSEs' securities and/or offers, purchases or sales
by the Firm of the GSEs' securities effected by the Firm in violation of Section
17(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and 17 C.F.R. Sections 240.17a-3 and 240.17a-4.
The Firm was ordered to cease and desist from committing or causing future
violations of the aforementioned sections of the Exchange Act in connection with
any primary distributions of unsecured debt securities issued by the GSEs, pay a
civil money penalty to the United States Treasury in the amount of $100,000 and
maintain policies and procedures reasonably designed to ensure the Firm's future
compliance with the aforementioned sections of the Exchange Act in connection
with any primary distributions of unsecured debt securities issued by the GSEs.
In Securities and Exchange Commission Administrative Proceeding File No.
3-8282 In the Matter of Goldman, Sachs & Co., the Firm, without admitting or
denying any of the SEC's allegations, settled administrative proceedings
involving alleged books and records and supervisory violations relating to
eleven trades of U.S. Treasury securities in the secondary markets in 1985 and
1986. The SEC alleged that the Firm had failed to maintain certain records
required pursuant to Section 17(a) of the Exchange Act and had also failed to
supervise activities relating to the aforementioned trades in violation of
Section 15(b)(4)(E) of the Exchange Act.
The Firm was ordered to cease and desist from committing or causing any
violation of the aforementioned sections of the Exchange Act, pay a civil money
penalty to the SEC in the amount of $250,000 and establish policies and
procedures reasonably designed to assure compliance with Section 17(a) of the
Exchange Act and Rules 17a-3 and 17a-4 thereunder.
SCHEDULE IV
Polo Ralph Lauren Corporation
Cusip No. 731572103
Purchases Sales Price Trade Date Settlement Date
- --------- ----- ----- ---------- ---------------
500 26 11-Jun-97 17-Jun-97
500 29.75 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.25 23-Jun-97 26-Jun-97
1,200 26 11-Jun-97 17-Jun-97
1,200 29.75 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.25 23-Jun-97 26-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26.5 30-Jun-97 3-Jul-97
200 26 11-Jun-97 17-Jun-97
200 29 23-Jun-97 26-Jun-97
150 26 11-Jun-97 17-Jun-97
150 27.625 24-Jun-97 27-Jun-97
300 26 11-Jun-97 17-Jun-97
300 27.5 24-Jun-97 27-Jun-97
200 26 11-Jun-97 17-Jun-97
200 28.375 24-Jun-97 27-Jun-97
300 26 11-Jun-97 17-Jun-97
300 28.25 23-Jun-97 26-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.75 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 29.75 17-Jun-97 20-Jun-97
150 26 11-Jun-97 17-Jun-97
150 29.75 17-Jun-97 20-Jun-97
200 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 29.75 17-Jun-97 20-Jun-97
225 26 11-Jun-97 17-Jun-97
225 26.75 30-Jun-97 3-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,000 27.3125 27-Jun-97 2-Jul-97
200 26 11-Jun-97 17-Jun-97
200 27.625 27-Jun-97 2-Jul-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 29.75 17-Jun-97 20-Jun-97
1,000 29.875 20-Jun-97 25-Jun-97
200 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.75 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.75 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.75 17-Jun-97 20-Jun-97
700 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.375 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.5 16-Jun-97 19-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 13-Jun-97 18-Jun-97
250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 30.75 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.375 16-Jun-97 19-Jun-97
250 26 11-Jun-97 17-Jun-97
250 28.625 19-Jun-97 24-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
750 32.125 13-Jun-97 18-Jun-97
750 26 11-Jun-97 17-Jun-97
750 32.125 13-Jun-97 18-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.625 17-Jun-97 20-Jun-97
750 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 29.5 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32 13-Jun-97 18-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.375 12-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.5 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
2,000 30.7 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 31.5 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 31.375 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
950 26 11-Jun-97 17-Jun-97
950 31.25 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.5 13-Jun-97 18-Jun-97
250 26 11-Jun-97 17-Jun-97
250 28.625 19-Jun-97 24-Jun-97
200 26 11-Jun-97 17-Jun-97
500 32.125 12-Jun-97 17-Jun-97
10,000 31.25 12-Jun-97 17-Jun-97
10,000 31.5 12-Jun-97 17-Jun-97
200 32.125 12-Jun-97 17-Jun-97
55,300 32.625 12-Jun-97 17-Jun-97
55,300 32.5 12-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
400 32.375 13-Jun-97 18-Jun-97
600 32 13-Jun-97 18-Jun-97
600 32.25 13-Jun-97 18-Jun-97
500 28.875 18-Jun-97 23-Jun-97
10,000 29.35 18-Jun-97 23-Jun-97
10,000 29.2875 18-Jun-97 23-Jun-97
200 29.375 19-Jun-97 24-Jun-97
330 32.25 16-Jun-97 19-Jun-97
330 30.125 17-Jun-97 20-Jun-97
1,500 32.25 12-Jun-97 17-Jun-97
350 32.5 12-Jun-97 17-Jun-97
1,500 32.125 12-Jun-97 17-Jun-97
350 32.625 12-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 26.75 30-Jun-97 3-Jul-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
50 26 11-Jun-97 17-Jun-97
50 26 11-Jun-97 17-Jun-97
50 26 11-Jun-97 17-Jun-97
50 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,400 32.125 12-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 32.125 12-Jun-97 17-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,400 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 32.125 12-Jun-97 17-Jun-97
375 26 11-Jun-97 17-Jun-97
3,125 27.375 30-Jun-97 3-Jul-97
375 26 11-Jun-97 17-Jun-97
375 32.125 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 29.375 18-Jun-97 23-Jun-97
100 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 31.75 12-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
900 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
100 32.125 12-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
6,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
6,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
3,000 30 20-Jun-97 25-Jun-97
3,000 28.25 25-Jun-97 30-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 29.875 20-Jun-97 25-Jun-97
3,000 28.25 25-Jun-97 30-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
3,250 29.25 18-Jun-97 23-Jun-97
250 26 11-Jun-97 17-Jun-97
3,250 29.25 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
3,000 30 20-Jun-97 25-Jun-97
3,700 28.25 25-Jun-97 30-Jun-97
700 26 11-Jun-97 17-Jun-97
3,000 30 20-Jun-97 25-Jun-97
3,700 28.25 25-Jun-97 30-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.0625 26-Jun-97 1-Jul-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.0625 26-Jun-97 1-Jul-97
50 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,250 29.973 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.305 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 29.973 17-Jun-97 20-Jun-97
3,000 26 11-Jun-97 17-Jun-97
1,500 28 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 29.305 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.305 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.973 17-Jun-97 20-Jun-97
4,250 26 11-Jun-97 17-Jun-97
15,000 32.656 12-Jun-97 17-Jun-97
9,750 29.973 17-Jun-97 20-Jun-97
9,500 29.305 18-Jun-97 23-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
5,000 32.656 12-Jun-97 17-Jun-97
7,250 29.305 18-Jun-97 23-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,250 29.973 17-Jun-97 20-Jun-97
250 26 11-Jun-97 17-Jun-97
250 29.973 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32 12-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
10,000 32.125 12-Jun-97 17-Jun-97
10,000 31.75 12-Jun-97 17-Jun-97
900 27.875 26-Jun-97 1-Jul-97
120 26 11-Jun-97 17-Jun-97
120 27.875 26-Jun-97 1-Jul-97
120 26 11-Jun-97 17-Jun-97
120 27.875 26-Jun-97 1-Jul-97
120 26 11-Jun-97 17-Jun-97
120 27.875 26-Jun-97 1-Jul-97
120 26 11-Jun-97 17-Jun-97
120 27.875 26-Jun-97 1-Jul-97
120 26 11-Jun-97 17-Jun-97
120 27.875 26-Jun-97 1-Jul-97
1,000 27.5625 27-Jun-97 2-Jul-97
375 26 11-Jun-97 17-Jun-97
375 27.5625 27-Jun-97 2-Jul-97
125 26 11-Jun-97 17-Jun-97
125 27.5625 27-Jun-97 2-Jul-97
125 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.973 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.973 17-Jun-97 20-Jun-97
250 26 11-Jun-97 17-Jun-97
5,000 32.5 12-Jun-97 17-Jun-97
10,000 32.75 12-Jun-97 17-Jun-97
5,000 32.625 12-Jun-97 17-Jun-97
5,500 30 17-Jun-97 20-Jun-97
5,000 30.125 17-Jun-97 20-Jun-97
2,600 29.875 17-Jun-97 20-Jun-97
1,900 29.625 17-Jun-97 20-Jun-97
10,050 29.25 18-Jun-97 23-Jun-97
8,200 29.375 18-Jun-97 23-Jun-97
500 29.25 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
6,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
5,000 26 11-Jun-97 17-Jun-97
5,000 28.375 25-Jun-97 30-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
5,750 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,150 26 11-Jun-97 17-Jun-97
350 26 11-Jun-97 17-Jun-97
1,500 27.5 30-Jun-97 3-Jul-97
1,500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,000 27.5 30-Jun-97 3-Jul-97
1,000 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
1,300 27.5 30-Jun-97 3-Jul-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
750 27.5 30-Jun-97 3-Jul-97
2,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
6,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
5,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 18-Jun-97 23-Jun-97
250 26 11-Jun-97 17-Jun-97
250 31.4192 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.4192 16-Jun-97 19-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 28.5 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.4192 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.4192 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 28.5 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.5 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.5 18-Jun-97 23-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 32.75 12-Jun-97 17-Jun-97
1,000 32.125 13-Jun-97 18-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.5 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.5 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.375 13-Jun-97 18-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.5 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.5 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.5 16-Jun-97 19-Jun-97
4,000 26 11-Jun-97 17-Jun-97
4,000 32.375 13-Jun-97 18-Jun-97
250 26 11-Jun-97 17-Jun-97
250 31.5 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 28.5 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 18-Jun-97 23-Jun-97
5,000 26 11-Jun-97 17-Jun-97
5,000 28.5 18-Jun-97 23-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 28.5 18-Jun-97 23-Jun-97
1,800 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,100 26 11-Jun-97 17-Jun-97
1,200 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,900 26 11-Jun-97 17-Jun-97
3,200 26 11-Jun-97 17-Jun-97
1,200 26 11-Jun-97 17-Jun-97
3,500 26 11-Jun-97 17-Jun-97
3,500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 29.25 19-Jun-97 24-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
750 29.75 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.5 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.5 18-Jun-97 23-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.5 18-Jun-97 23-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 26.75 30-Jun-97 3-Jul-97
1,250 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 28.875 25-Jun-97 30-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.375 25-Jun-97 30-Jun-97
250 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
500 28.125 27-Jun-97 2-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.125 27-Jun-97 2-Jul-97
350 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
600 28.125 27-Jun-97 2-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.125 27-Jun-97 2-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.75 25-Jun-97 30-Jun-97
13,500 26 11-Jun-97 17-Jun-97
9,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
2,000 27.625 27-Jun-97 2-Jul-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,500 29.725 17-Jun-97 20-Jun-97
1,000 27.625 27-Jun-97 2-Jul-97
500 26 11-Jun-97 17-Jun-97
2,500 29.725 17-Jun-97 20-Jun-97
1,000 27.625 27-Jun-97 2-Jul-97
500 26 11-Jun-97 17-Jun-97
1,500 28.5 23-Jun-97 26-Jun-97
200 26 11-Jun-97 17-Jun-97
1,800 29.725 17-Jun-97 20-Jun-97
300 26 11-Jun-97 17-Jun-97
1,700 29.725 17-Jun-97 20-Jun-97
200 26 11-Jun-97 17-Jun-97
1,800 29.725 17-Jun-97 20-Jun-97
100 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
2,400 29.725 17-Jun-97 20-Jun-97
1,000 27.625 27-Jun-97 2-Jul-97
100 26 11-Jun-97 17-Jun-97
2,000 27.625 27-Jun-97 2-Jul-97
200 26 11-Jun-97 17-Jun-97
500 29.725 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
2,500 29.725 17-Jun-97 20-Jun-97
2,000 27.625 27-Jun-97 2-Jul-97
400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
4,000 31.25 12-Jun-97 17-Jun-97
2,000 27.375 30-Jun-97 3-Jul-97
1,250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 27.375 30-Jun-97 3-Jul-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 29.875 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
5,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 28.625 25-Jun-97 30-Jun-97
200 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
450 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
750 30.125 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
700 27.125 30-Jun-97 3-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
750 29.25 18-Jun-97 23-Jun-97
250 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
12,000 26 11-Jun-97 17-Jun-97
3,000 29 23-Jun-97 26-Jun-97
300 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.625 18-Jun-97 23-Jun-97
300 26 11-Jun-97 17-Jun-97
300 28 11/16 25-Jun-97 30-Jun-97
200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 28.625 25-Jun-97 30-Jun-97
5,000 27.625 24-Jun-97 27-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 29.875 20-Jun-97 25-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 29.875 20-Jun-97 25-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,400 28.25 23-Jun-97 26-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.75 20-Jun-97 25-Jun-97
1,100 26 11-Jun-97 17-Jun-97
1,100 28.25 23-Jun-97 26-Jun-97
2,000 26.625 30-Jun-97 3-Jul-97
500 26 11-Jun-97 17-Jun-97
500 29.75 20-Jun-97 25-Jun-97
200 26 11-Jun-97 17-Jun-97
200 29.75 20-Jun-97 25-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 28.25 23-Jun-97 26-Jun-97
5,000 26.625 30-Jun-97 3-Jul-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.75 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.75 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.75 16-Jun-97 19-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,250 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,250 30.75 16-Jun-97 19-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,250 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.75 16-Jun-97 19-Jun-97
800 26 11-Jun-97 17-Jun-97
800 29.625 17-Jun-97 20-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
250 26 11-Jun-97 17-Jun-97
250 30.75 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.75 16-Jun-97 19-Jun-97
1,750 26 11-Jun-97 17-Jun-97
1,750 30.75 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 30.75 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.75 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 30.75 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.75 16-Jun-97 19-Jun-97
750 26 11-Jun-97 17-Jun-97
750 30.75 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.5 17-Jun-97 20-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30 17-Jun-97 20-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 32.125 12-Jun-97 17-Jun-97
50 26 11-Jun-97 17-Jun-97
50 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.75 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 30.25 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.375 19-Jun-97 24-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 31.5 12-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
350 26 11-Jun-97 17-Jun-97
150 28.125 25-Jun-97 30-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.125 12-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.375 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 31.875 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.375 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.375 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.125 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 31.25 12-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 29 25-Jun-97 30-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.25 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 27.375 27-Jun-97 2-Jul-97
200 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
900 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.75 23-Jun-97 26-Jun-97
100 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
1,600 26 11-Jun-97 17-Jun-97
1,600 32.5 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
600 26 11-Jun-97 17-Jun-97
600 32.5 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.5 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.5 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
600 26 11-Jun-97 17-Jun-97
600 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.5 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.5 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
600 26 11-Jun-97 17-Jun-97
600 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.5 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.5 13-Jun-97 18-Jun-97
100 26 11-Jun-97 17-Jun-97
100 32.5 13-Jun-97 18-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.5 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.5 13-Jun-97 18-Jun-97
400 26 11-Jun-97 17-Jun-97
400 32.5 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.5 13-Jun-97 18-Jun-97
800 26 11-Jun-97 17-Jun-97
800 32.5 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
13,000 26 11-Jun-97 17-Jun-97
13,000 31.413 12-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
4,000 31.413 12-Jun-97 17-Jun-97
6,000 26 11-Jun-97 17-Jun-97
6,000 31.413 12-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 31.375 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
22,000 26 11-Jun-97 17-Jun-97
22,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
11,000 26 11-Jun-97 17-Jun-97
11,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 31.375 16-Jun-97 19-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 31.413 12-Jun-97 17-Jun-97
1,000 31.375 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.413 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 23-Jun-97 26-Jun-97
400 26 11-Jun-97 17-Jun-97
400 28.5 23-Jun-97 26-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.5 23-Jun-97 26-Jun-97
600 26 11-Jun-97 17-Jun-97
600 28.5 23-Jun-97 26-Jun-97
400 26 11-Jun-97 17-Jun-97
400 28.5 23-Jun-97 26-Jun-97
400 26 11-Jun-97 17-Jun-97
1,100 26 11-Jun-97 17-Jun-97
2,100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,100 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.625 12-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 27 11/16 24-Jun-97 27-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.125 17-Jun-97 20-Jun-97
250 26 11-Jun-97 17-Jun-97
250 27 11/16 24-Jun-97 27-Jun-97
500 26 11-Jun-97 17-Jun-97
500 27 11/16 24-Jun-97 27-Jun-97
500 26 11-Jun-97 17-Jun-97
500 27 11/16 24-Jun-97 27-Jun-97
250 26 11-Jun-97 17-Jun-97
250 27 11/16 24-Jun-97 27-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.125 25-Jun-97 30-Jun-97
2,000 26 11-Jun-97 17-Jun-97
320 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 31.5863 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 31.5863 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.5 17-Jun-97 20-Jun-97
1,400 26 11-Jun-97 17-Jun-97
1,400 29.5 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.5 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.5 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.5863 16-Jun-97 19-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 31.5863 16-Jun-97 19-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 31.5863 16-Jun-97 19-Jun-97
12,500 26 11-Jun-97 17-Jun-97
7,500 31.375 12-Jun-97 17-Jun-97
20,000 29.3125 18-Jun-97 23-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.5863 16-Jun-97 19-Jun-97
10,000 28.625 23-Jun-97 26-Jun-97
4,000 32.125 12-Jun-97 17-Jun-97
3,500 28.375 23-Jun-97 26-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 32.75 12-Jun-97 17-Jun-97
8,000 28.375 23-Jun-97 26-Jun-97
2,000 28.375 23-Jun-97 26-Jun-97
1,400 28.375 23-Jun-97 26-Jun-97
1,400 28.375 23-Jun-97 26-Jun-97
600 28.375 23-Jun-97 26-Jun-97
7,000 32.125 12-Jun-97 17-Jun-97
2,000 28.625 23-Jun-97 26-Jun-97
1,500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 27 13/16 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
3,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
375 26 11-Jun-97 17-Jun-97
375 26 11-Jun-97 17-Jun-97
375 28.125 26-Jun-97 1-Jul-97
375 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 28.125 26-Jun-97 1-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 28.125 26-Jun-97 1-Jul-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
475 26 11-Jun-97 17-Jun-97
4,000 28.875 24-Jun-97 27-Jun-97
5,000 27.5 24-Jun-97 27-Jun-97
1,300 26.625 30-Jun-97 3-Jul-97
2,000 26.5 30-Jun-97 3-Jul-97
130 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 28.111 24-Jun-97 27-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,250 28.111 24-Jun-97 27-Jun-97
150 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.111 24-Jun-97 27-Jun-97
200 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 28.111 24-Jun-97 27-Jun-97
1,000 26.549 30-Jun-97 3-Jul-97
500 26 11-Jun-97 17-Jun-97
500 26.549 30-Jun-97 3-Jul-97
1,000 26 11-Jun-97 17-Jun-97
1,000 28.111 24-Jun-97 27-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26.549 30-Jun-97 3-Jul-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 26.549 30-Jun-97 3-Jul-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
120 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26.549 30-Jun-97 3-Jul-97
1,250 26 11-Jun-97 17-Jun-97
500 26.549 30-Jun-97 3-Jul-97
200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 28.111 24-Jun-97 27-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 28.111 24-Jun-97 27-Jun-97
200 28 24-Jun-97 27-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.625 16-Jun-97 19-Jun-97
250 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 31.625 12-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 31.625 12-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 31.25 12-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 31.625 12-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 31.625 12-Jun-97 17-Jun-97
450 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 13-Jun-97 18-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
3,500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
5,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.125 12-Jun-97 17-Jun-97
2,500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
10,000 28.5 18-Jun-97 23-Jun-97
1,500 29.75 20-Jun-97 25-Jun-97
8,500 29.625 20-Jun-97 25-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 27.875 26-Jun-97 1-Jul-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.75 13-Jun-97 18-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 28.25 23-Jun-97 26-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
3,500 26.5625 30-Jun-97 3-Jul-97
3,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
5,000 29.75 17-Jun-97 20-Jun-97
18,900 30 17-Jun-97 20-Jun-97
26,100 29.875 17-Jun-97 20-Jun-97
100 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
1,900 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
6,000 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
4,500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.375 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
1,700 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 28.25 23-Jun-97 26-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
1,800 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
200 26 11-Jun-97 17-Jun-97
800 26 11-Jun-97 17-Jun-97
800 32.125 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
5,000 28.5 18-Jun-97 23-Jun-97
5,000 30 20-Jun-97 25-Jun-97
1,800 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
2,700 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
2,000 26 11-Jun-97 17-Jun-97
4,600 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
900 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,400 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
800 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
1,600 26 11-Jun-97 17-Jun-97
1,700 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
1,400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
900 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 28.5 18-Jun-97 23-Jun-97
1,000 30 20-Jun-97 25-Jun-97
2,000 30 20-Jun-97 25-Jun-97
2,500 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
600 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
7,500 26 11-Jun-97 17-Jun-97
5,000 29.9097 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
900 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
400 26 11-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
4,000 31.375 12-Jun-97 17-Jun-97
5,000 29.9097 17-Jun-97 20-Jun-97
200 26 11-Jun-97 17-Jun-97
200 31.375 16-Jun-97 19-Jun-97
2,000 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
300 32.125 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
400 26 11-Jun-97 17-Jun-97
700 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 29.9097 17-Jun-97 20-Jun-97
100 26 11-Jun-97 17-Jun-97
600 26 11-Jun-97 17-Jun-97
8,000 26 11-Jun-97 17-Jun-97
7,500 29.9097 17-Jun-97 20-Jun-97
400 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
2,900 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
3,600 26 11-Jun-97 17-Jun-97
3,000 29.9097 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
1,100 26 11-Jun-97 17-Jun-97
2,500 29.9097 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.375 13-Jun-97 18-Jun-97
800 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 12-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.25 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
1,500 31.375 12-Jun-97 17-Jun-97
2,000 31.25 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 32.375 12-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.125 17-Jun-97 20-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
400 26 11-Jun-97 17-Jun-97
400 30.625 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 30.625 16-Jun-97 19-Jun-97
300 26 11-Jun-97 17-Jun-97
300 30.625 16-Jun-97 19-Jun-97
250 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 30.625 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 27.5625 30-Jun-97 3-Jul-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
1,200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 29.25 18-Jun-97 23-Jun-97
100 26 11-Jun-97 17-Jun-97
3,500 30 17-Jun-97 20-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32.125 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 16-Jun-97 19-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 27 13/16 24-Jun-97 27-Jun-97
1,500 26 11-Jun-97 17-Jun-97
750 32 16-Jun-97 19-Jun-97
750 27.1568 24-Jun-97 27-Jun-97
3,500 26 11-Jun-97 17-Jun-97
1,750 32 16-Jun-97 19-Jun-97
1,750 27.1568 24-Jun-97 27-Jun-97
2,500 26 11-Jun-97 17-Jun-97
1,250 32 16-Jun-97 19-Jun-97
1,250 27.1568 24-Jun-97 27-Jun-97
2,500 26 11-Jun-97 17-Jun-97
1,250 32 16-Jun-97 19-Jun-97
1,250 27.1568 24-Jun-97 27-Jun-97
1,000 26 11-Jun-97 17-Jun-97
500 32 16-Jun-97 19-Jun-97
500 27.1568 24-Jun-97 27-Jun-97
250 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
300 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
100 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
150 26 11-Jun-97 17-Jun-97
150 32.625 13-Jun-97 18-Jun-97
150 26 11-Jun-97 17-Jun-97
150 32.625 13-Jun-97 18-Jun-97
125 26 11-Jun-97 17-Jun-97
125 32.625 13-Jun-97 18-Jun-97
125 26 11-Jun-97 17-Jun-97
125 32.625 13-Jun-97 18-Jun-97
800 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
250 26 11-Jun-97 17-Jun-97
250 31.25 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,100 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
400 26 11-Jun-97 17-Jun-97
200 26.375 30-Jun-97 3-Jul-97
200 27.125 30-Jun-97 3-Jul-97
500 26 11-Jun-97 17-Jun-97
750 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 29.875 17-Jun-97 20-Jun-97
600 26 11-Jun-97 17-Jun-97
600 28.1875 26-Jun-97 1-Jul-97
1,500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.25 16-Jun-97 19-Jun-97
500 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
1,000 29 18-Jun-97 23-Jun-97
1,250 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 30.125 17-Jun-97 20-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,250 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 31.5 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
200 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 32.125 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
4,000 32.125 12-Jun-97 17-Jun-97
14,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
1,000 32.125 12-Jun-97 17-Jun-97
10,000 26 11-Jun-97 17-Jun-97
8,000 26 11-Jun-97 17-Jun-97
4,000 32 16-Jun-97 19-Jun-97
4,000 30.125 20-Jun-97 25-Jun-97
17,000 26 11-Jun-97 17-Jun-97
9,000 32 16-Jun-97 19-Jun-97
200 30 20-Jun-97 25-Jun-97
7,800 29.5 23-Jun-97 26-Jun-97
7,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
7,000 32 13-Jun-97 18-Jun-97
500 27.75 26-Jun-97 1-Jul-97
2,500 27.625 26-Jun-97 1-Jul-97
2,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
500 32 13-Jun-97 18-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 31.25 12-Jun-97 17-Jun-97
10,000 26 11-Jun-97 17-Jun-97
10,000 31.25 12-Jun-97 17-Jun-97
5,000 26 11-Jun-97 17-Jun-97
5,000 31.25 12-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
4,000 31.25 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 31.25 12-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 32.5 12-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 30.125 17-Jun-97 20-Jun-97
5,000 26 11-Jun-97 17-Jun-97
5,000 32.125 12-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 30.125 20-Jun-97 25-Jun-97
1,000 26 11-Jun-97 17-Jun-97
1,000 30.125 20-Jun-97 25-Jun-97
6,000 26 11-Jun-97 17-Jun-97
3,000 32 16-Jun-97 19-Jun-97
3,000 29.5 23-Jun-97 26-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 30 20-Jun-97 25-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 32.125 12-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
4,000 26 11-Jun-97 17-Jun-97
3,500 26 11-Jun-97 17-Jun-97
1,000 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
5,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
500 26 11-Jun-97 17-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 29.5 20-Jun-97 25-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 29.5 20-Jun-97 25-Jun-97
3,000 26 11-Jun-97 17-Jun-97
3,000 29.5 20-Jun-97 25-Jun-97
1,500 26 11-Jun-97 17-Jun-97
1,500 29.5 20-Jun-97 25-Jun-97
1,000 26 11-Jun-97 17-Jun-97
2,000 26 11-Jun-97 17-Jun-97
INDEX OF EXHIBITS
(1) Amended and Restated Certificate of Incorporation of the Company, dated
June 9, 1997 (incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 No. 333-24733)
(2) Stockholders' Agreement by and among the Company, the Limited Partnerships
and the other parties thereto, dated as of June 9, 1997 (incorporated
herein by reference to Exhibit 10.22 to the Company's Registration
Statement on Form S-1 No. 333-24733)
(3) Agreement of Merger, dated as of June 9, 1997, among the Company, GS
Capital and Holding I Inc.
(4) Agreement of Merger, dated as of June 9, 1997, among the Company, GS
Capital and Holding II Inc.
(5) Letter Agreement, dated as of June 9, 1997, among the Company and Stone
Street
(6) Registration Rights Agreement by and among the Company and the persons and
entities thereto, dated as of June 9, 1997 (incorporated herein by
reference to Exhibit 10.3 to the Company's Registration Statement on Form
S-1 No. 333-24733)
(7) U.S. Underwriting Agreement (incorporated herein by reference to Exhibit
1.1 to the Company's Registration Statement on Form S-1 No. 333-24733)
(8) International Underwriting Agreement
(9) Form of Lock-Up Agreement
(10) Joint Filing Agreement
AGREEMENT OF MERGER
OF
GS CAPITAL PARTNERS PRL HOLDING I, INC.
(a Delaware corporation)
WITH AND INTO
POLO RALPH LAUREN CORPORATION
(a Delaware corporation)
AGREEMENT OF MERGER entered into as of June 9, 1997 by
GS Capital Partners PRL Holding I, Inc., a Delaware
corporation ("Holding"), Polo Ralph Lauren Corporation, a
Delaware corporation ("PRLC"), and GS Capital Partners,
L.P., a Delaware limited partnership ("GSCP").
WHEREAS, Section 251 of the Delaware General
Corporation Law (the "DGCL") permits the merger of two
domestic corporations;
WHEREAS, the board of directors and stockholders of
Holding and PRLC deem it advisable and in their best
interest to merge Holding into PRLC pursuant to the
provisions of the laws of the State of Delaware upon the
terms and conditions set forth herein (the "Merger"); and
WHEREAS, the Subscription Agreement (as defined herein)
requires the Merger;
NOW, THEREFORE, in consideration of the premises and
agreement and covenants herein contained, pursuant to the
Subscription Agreement, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but otherwise
not defined herein shall have the meaning set forth in the
Subscription Agreement, dated as of April 6, 1997, by and
among Mr. Ralph Lauren, an individual residing in the State
of New York, RL Holding, L.P., a Delaware limited
partnership, RL Family, L.P., a Delaware limited
partnership, GS Capital Partners, L.P., a Delaware limited
partnership, GS Capital Partners PRL Holding I, L.P., a
Delaware limited partnership, GS Capital Partners PRL
Holding II, L.P., a Delaware limited partnership, Stone
Street Fund 1994, L.P., a Delaware limited partnership,
Stone Street 1994 Subsidiary Corp., a Delaware corporation
and wholly owned subsidiary of Stone Street, and Bridge
Street Fund 1994, L.P., a Delaware limited partnership, and
PRLC, as amended on the date hereof (as amended, the
"Subscription Agreement"). A copy of the Subscription
Agreement is on file with the Secretary of PRLC.
2. Merger. Upon the terms and subject to the
conditions set forth in this Agreement, at the Effective
Time Holding shall be merged with and into PRLC in
accordance with the provisions of the DGCL, and PRLC shall
be the continuing and surviving entity and shall be governed
by the laws of the State of Delaware. The Merger shall have
the effects specified in the DGCL. The closing of the
Merger (the "Closing") shall take place on the Transfer
Closing Date subject to the satisfaction or waiver of the
conditions set forth in Section 11 on or prior to such time.
The Effective Time of the Merger shall be simultaneously
with the closing of the transactions contemplated by the
Subscription Agreement.
3. Name. The name of the surviving entity shall be
Polo Ralph Lauren Corporation.
4. Effective Date of Merger. At the Closing, Holding
and PRLC will cause a Certificate of Merger to be executed
and filed with the Secretary of State of Delaware. The
Merger shall become effective upon the filing of the
Certificate of Merger filed with the Secretary of State of
Delaware (the "Effective Time").
5. Certificate of Incorporation and By-laws. The
Certificate of Incorporation and the By-laws of PRLC shall
be the Certificate of Incorporation and the By-laws of the
surviving entity.
6. Directors and Officers. The directors and
officers of PRLC at the Effective Time shall be the
directors and officers of the surviving entity.
7. Conversion. At the Effective Time, as a result of
the Merger and without any action on the part of the holder
of any capital stock of Holding, each of the shares of
common stock of Holding issued and outstanding immediately
prior to the Effective Time shall by virtue of the Merger be
converted into the right to receive (with respect to each
share of common stock of Holding, the "Merger
Consideration") (i) the number of shares of Class C Common
Stock of PRLC such that the outstanding shares of common
stock of Holding will convert, in the aggregate, into
3,470,071 shares of Class C Common Stock and (ii) a
promissory note (a "Note") in the amount of $1,707,361.90,
which principal amount is included as a part of the
promissory note issued by PRLC to GSCP in the amount of
$11,580,544.93 on the date hereof. The Note shall be non-
interest bearing and shall be payable on the same date as
are any dividends declared by PRLC on or prior to the
Transfer Closing Date but which are payable on a date after
the Transfer Closing Date. PRLC shall issue the Merger
Consideration with respect to a share of common stock of
Holding to the record holder thereof simultaneously with the
surrender of the certificate representing such share of
common stock of Holding.
8. Effects of the Merger. At the Effective Time,
Holding shall be deemed merged into PRLC as provided by the
DGCL and this Agreement. All rights, privileges, and powers
of Holding, and all property, real, personal and mixed, and
all debts due to Holding, as well as all other things and
causes of action belonging to Holding, shall be vested in
PRLC, and shall thereafter be the property of PRLC as they
were of Holding. The parties intend that the Merger will be
treated as a transaction that qualifies under Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"), and as part of a transaction described
in Section 351 of the Code and agree to so report the
transaction for all income tax purposes to the extent
permitted by applicable law.
9. Representations, Warranties and Covenants.
9.1. Each party represents and warrants to the
other party that, on the date hereof and as of the Effective
Time, that:
(a) it is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Delaware;
(b) it has requisite corporate power and
authority to enter into this Agreement and to consummate the
Merger;
(c) compliance by it with all provisions of
this Agreement will not conflict with or result in a breach
or violation of any understanding or agreement to which it
is bound or subject and will not result in any violation of
its Certificate of Incorporation or By-laws or any statute,
order, rule or regulation of any court or governmental
agency or body having jurisdiction over it or any of its
properties and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the consummation
by it of the transactions contemplated in this Agreement;
(d) this Agreement has been duly authorized,
executed and delivered by it and (assuming the due
authorization, execution and delivery hereof, by the other
party) constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject as to
enforcement, to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting
creditors' rights generally and to general principles of
equity (regardless of whether enforcement is sought at a
proceeding at law or equity); and
(e) it is not subject to or obligated under
any contract, license, franchise or permit, or, subject to
any order or decree, which would be breached, violated, or
exceeded by the execution and performance of this Agreement
by it.
9.2. Holding represents and warrants to PRLC on
the date hereof and as of the Effective Time, that:
(a) except as contemplated by this
Agreement, (i) it has not, prior to the Transfer Closing
Date, engaged in any business other than (A) holding
partnership interests in GS Capital Partners PRL Holding I,
L.P., a Delaware limited partnership ("Holding I LP") which
partnership has been liquidated, (B) from and after the
liquidation of Holding I LP, holding partnership interests
in Enterprises, Polo and Womenswear and (C) holding
indebtedness of Enterprises and (ii) it has no assets other
than such partnership interests.
(b) it has no liabilities or obligations of
any kind (whether accrued, absolute, contingent,
unliquidated or otherwise, whether due or to become due),
except for (i) indebtedness held by GSCP which will either
be contributed to the capital of Holding or repaid prior to
the Effective Time and (ii) liabilities for current taxes
not yet due.
9.3. In furtherance of the representations and
warranties made by the parties in the Subscription
Agreement, GSCP represents and warrants to PRLC on the date
hereof and as of the Effective Time, that:
(a) it or its representatives has had an
opportunity to ask questions of and receive answers from
officers of PRLC, or a person or persons acting on its
behalf, concerning the terms and conditions of this
investment;
(b) it is an "accredited investor" as such
term is defined in Regulation 501 promulgated under the
Securities Exchange Act of 1934, as amended, and has such
knowledge and experience in financial and business matters
to evaluate the risks of investment in PRLC;
(c) the shares of common stock of PRLC
issuable to it in the Merger are being purchased by it for
its own sole benefit and account for investment and not with
a view to, or for resale in connection with, a public
offering or distribution thereof other than in the Offering;
and
(d) it has no present plan or intention to
sell, exchange or otherwise dispose of any shares of common
stock of PRLC received in the Merger except as contemplated
by the registration statement of PRLC on file with the
Securities and Exchange Commission on the date hereof.
9.4. GSCP will not, within two years of the
Effective Time, sell, exchange or otherwise dispose of a
number of shares of common stock of PRLC received in the
Merger that would reduce its ownership of common stock of
PRLC that it received in the Merger to a number of shares
having a value, as of the date of the Merger, of less than
50 percent of the value of all of the formerly outstanding
capital stock of Holding as of the date of the Merger. The
parties acknowledge that this restriction may be satisfied
by GSCP concurrently with the restriction on GSCP and
certain other parties contained in Section 4.1(b) of the
Stockholders Agreement dated the date hereof among GSCP and
certain other parties. Notwithstanding the foregoing, in no
event shall the provisions of this Section 9.4 prohibit the
sale, exchange or other disposition in connection with any
business combination transaction or other acquisition of
PRLC as a result of which no party to the Subscription
Agreement or any of its affiliates holds any outstanding
shares of common stock of PRLC.
10. Indemnification.
10.1. Indemnification. GSCP shall indemnify,
save and hold harmless (a) PRLC from and against any and all
losses, damages, liabilities, claims, judgments, settlement,
fines, costs and expenses, including attorneys' fees and
disbursements (collectively, "Losses") arising out of or in
connection with any breach of the representation made by
Holding in Sections 9.1 and 9.2, (b) PRLC from and against
any Losses caused by the Merger and (c) PRLC from any
liabilities whatsoever of Holding incurred on or prior to
the Effective Time, including, without limitation,
liabilities for taxes, incurred on or prior to the Effective
Time of Holding or of any other person with respect to which
Holding is or may be liable, including, without limitation,
interest, additions to tax, penalties and legal and
accounting expenses in connection therewith, and any related
out-of-pocket costs and expenses, and any liabilities that
result in whole or in part from the failure of the Merger to
qualify under Section 368(a)(1)(A) of the Code. Any payment
by GSCP to PRLC pursuant to this Section 10.1 shall be made
on a basis (a "Grossed-Up Basis") such that any payment
received or deemed to have been received by PRLC (the
"Original Payment") shall be supplemented by a further
simultaneous payment to PRLC so that the sum of the two
payments shall be equal to the Original Payment, after
taking into account all taxes that would result from the
receipt or accrual of such two payments.
10.2. Procedure. (a) If a claim is to be
made by PRLC against GSCP, PRLC shall give prompt written
notice (a "Claim Notice") to GSCP after PRLC becomes aware
of any fact, condition or event which may give rise to
Losses for which indemnification may be sought under this
Section 10. The failure of PRLC to give timely notice
hereunder shall not affect rights to indemnification
hereunder, except to the extent that GSCP is actually
prejudiced by the failure to give such notice.
(b) With respect to any claim under Section
10.1 relating to matters other than tax liabilities, GSCP
shall be entitled if it so elects at its own cost, risk and
expense, (i) to take control of the defense and
investigation of such lawsuit or action, (ii) to employ and
engage attorneys of its own choice and (iii) to compromise
or settle such claim, which compromise or settlement can be
made only with the written consent of PRLC which may not be
unreasonably withheld or delayed. If GSCP fails to assume
the defense of such claim within 30 calendar days after
receipt of the Claim Notice, PRLC will (upon delivering
notice to such effect to GSCP) have the right to undertake,
at GSCP's cost and expense, the defense of such claim on
behalf of and for the account and risk of GSCP. In the
event that PRLC assumes the defense of the claim, PRLC will
keep GSCP reasonably informed of the progress of any such
defense.
(c) With respect to any claim under Section
10.1 relating to tax liabilities, PRLC shall consult in good
faith with GSCP, and GSCP shall have the right to reasonably
participate, in the defense of any such claim against PRLC,
provided, however, that GSCP shall have no right to
participate in any proceeding involving a consolidated
federal income tax return of PRLC.
(d) PRLC shall cooperate in all reasonable
respects with GSCP and such attorneys in the investigation,
trial and defense of such lawsuit or action and any appeal
arising therefrom. GSCP shall be responsible for all
out-of-pocket costs and expenses for such cooperation.
(e) PRLC shall not compromise or settle any
claim relating to a Loss covered by this Section 10 without
the prior written consent of GSCP which may not be
unreasonably withheld or delayed.
10.3. Survival. PRLC's rights to indemnification
shall survive until the later of ten years and the
expiration of the applicable statute of limitations
including extensions thereof.
10.4. Tax Returns. GSCP shall prepare all tax
returns with respect to Holding for periods ending on or
prior to the Effective Time and PRLC shall file any such
returns. All parties will cooperate with each other with
respect to the preparation and filing of any such tax
returns and GSCP shall afford PRLC reasonable review of any
such returns prior to their filing and will accept
reasonable comments of PRLC with respect thereto. GSCP
shall bear all out-of-pocket costs and expenses in
connection with the preparation and filing of such tax
returns and shall reimburse PRLC for any costs incurred in
connection therewith, including reasonably allocable
internal costs.
11. Conditions; Termination. The respective
obligation of each party to effect the Merger is subject to
the simultaneous occurrence of the Transfer Closing Date and
the simultaneous consummation of the transactions
contemplated by the Subscription Agreement. The Board of
Directors of either constituent corporation may terminate
this Agreement by filing a certificate of termination with
the Secretary of State of the State of Delaware prior to the
effective time of the merger as set forth in the Certificate
of Merger. Each party may terminate this Agreement by
providing written notice to that effect to the other party
if the Closing shall not occur on or prior to June 15, 1997.
12. Counterparts. This Agreement may be signed in one
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
13. Notices. Any notice or request to be given under
this Agreement by one party to another shall be in writing
and shall be delivered personally or by certified mail,
postage prepaid to such addresses as any party may designate
in writing to the other.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF
EXCEPT THAT WITH RESPECT TO MATTERS CONTAINED HEREIN COVERED
BY THE DELAWARE GENERAL CORPORATION LAW (THE "DGCL") THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY THE DGCL.
15. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto and supersedes
all prior agreements and understandings, oral and written,
between the parties hereto, with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GS CAPITAL PARTNERS PRL
HOLDING I, INC.,
a Delaware corporation
By: /s/ C.H. Skodinski
--------------------------
Name: C.H. Skodinski
Title: Secretary
POLO RALPH LAUREN CORPORATION,
a Delaware corporation
By /s/ Victor Cohen
--------------------------
Name: Victor Cohen
Title: Senior
Vice President,
General Counsel and
Secretary
GS CAPITAL PARTNERS, L.P.,
a Delaware limited partnership
By: GS Advisors, L.P., its
general partner
By: GS Advisors, Inc., its
general partner
By: /s/ C.H. Skodinski
--------------------------
Name: C.H. Skodinski
Title: Vice President
AGREEMENT OF MERGER
OF
GS CAPITAL PARTNERS PRL HOLDING II, INC.
(a Delaware corporation)
WITH AND INTO
POLO RALPH LAUREN CORPORATION
(a Delaware corporation)
AGREEMENT OF MERGER entered into as of June 9, 1997 by
GS Capital Partners PRL Holding II, Inc., a Delaware
corporation ("Holding"), Polo Ralph Lauren Corporation, a
Delaware corporation ("PRLC"), and GS Capital Partners,
L.P., a Delaware limited partnership ("GSCP").
WHEREAS, Section 251 of the Delaware General
Corporation Law (the "DGCL") permits the merger of two
domestic corporations;
WHEREAS, the board of directors and stockholders of
Holding and PRLC deem it advisable and in their best
interest to merge Holding into PRLC pursuant to the
provisions of the laws of the State of Delaware upon the
terms and conditions set forth herein (the "Merger"); and
WHEREAS, the Subscription Agreement (as defined herein)
requires the Merger;
NOW, THEREFORE, in consideration of the premises and
agreement and covenants herein contained, pursuant to the
Subscription Agreement, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but otherwise
not defined herein shall have the meaning set forth in the
Subscription Agreement, dated as of April 6, 1997, by and
among Mr. Ralph Lauren, an individual residing in the State
of New York, RL Holding, L.P., a Delaware limited
partnership, RL Family, L.P., a Delaware limited
partnership, GS Capital Partners, L.P., a Delaware limited
partnership, GS Capital Partners PRL Holding I, L.P., a
Delaware limited partnership, GS Capital Partners PRL
Holding II, L.P., a Delaware limited partnership, Stone
Street Fund 1994, L.P., a Delaware limited partnership,
Stone Street 1994 Subsidiary Corp., a Delaware corporation
and wholly owned subsidiary of Stone Street, and Bridge
Street Fund 1994, L.P., a Delaware limited partnership, and
PRLC, as amended on the date hereof (as amended, the
"Subscription Agreement"). A copy of the Subscription
Agreement is on file with the Secretary of PRLC.
2. Merger. Upon the terms and subject to the
conditions set forth in this Agreement, at the Effective
Time Holding shall be merged with and into PRLC in
accordance with the provisions of the DGCL, and PRLC shall
be the continuing and surviving entity and shall be governed
by the laws of the State of Delaware. The Merger shall have
the effects specified in the DGCL. The closing of the
Merger (the "Closing") shall take place on the Transfer
Closing Date subject to the satisfaction or waiver of the
conditions set forth in Section 11 on or prior to such time.
The Effective Time of the Merger shall be simultaneously
with the closing of the transactions contemplated by the
Subscription Agreement.
3. Name. The name of the surviving entity shall be
Polo Ralph Lauren Corporation.
4. Effective Date of Merger. At the Closing, Holding
and PRLC will cause a Certificate of Merger to be executed
and filed with the Secretary of State of Delaware. The
Merger shall become effective upon the filing of the
Certificate of Merger filed with the Secretary of State of
Delaware (the "Effective Time").
5. Certificate of Incorporation and By-laws. The
Certificate of Incorporation and the By-laws of PRLC shall
be the Certificate of Incorporation and the By-laws of the
surviving entity.
6. Directors and Officers. The directors and
officers of PRLC at the Effective Time shall be the
directors and officers of the surviving entity.
7. Conversion. At the Effective Time, as a result of
the Merger and without any action on the part of the holder
of any capital stock of Holding, each of the shares of
common stock of Holding issued and outstanding immediately
prior to the Effective Time shall by virtue of the Merger be
converted into the right to receive (with respect to each
share of common stock of Holding, the "Merger
Consideration") (i) the number of shares of Class C Common
Stock of PRLC such that the outstanding shares of common
stock of Holding will convert, in the aggregate, into
2,682,262 shares of Class C Common Stock and (ii) a
promissory note (a "Note") in the amount of $1,319,740.12,
which principal amount is included as a part of the
promissory note issued by PRLC to GSCP in the amount of
$11,580,544.93 on the date hereof. The Note shall be non-
interest bearing and shall be payable on the same date as
are any dividends declared by PRLC on or prior to the
Transfer Closing Date but which are payable on a date after
the Transfer Closing Date. PRLC shall issue the Merger
Consideration with respect to a share of common stock of
Holding to the record holder thereof simultaneously with the
surrender of the certificate representing such share of
common stock of Holding.
8. Effects of the Merger. At the Effective Time,
Holding shall be deemed merged into PRLC as provided by the
DGCL and this Agreement. All rights, privileges, and powers
of Holding, and all property, real, personal and mixed, and
all debts due to Holding, as well as all other things and
causes of action belonging to Holding, shall be vested in
PRLC, and shall thereafter be the property of PRLC as they
were of Holding. The parties intend that the Merger will be
treated as a transaction that qualifies under Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"), and as part of a transaction described
in Section 351 of the Code and agree to so report the
transaction for all income tax purposes to the extent
permitted by applicable law.
9. Representations, Warranties and Covenants.
9.1. Each party represents and warrants to the
other party that, on the date hereof and as of the Effective
Time, that:
(a) it is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Delaware;
(b) it has requisite corporate power and
authority to enter into this Agreement and to consummate the
Merger;
(c) compliance by it with all provisions of
this Agreement will not conflict with or result in a breach
or violation of any understanding or agreement to which it
is bound or subject and will not result in any violation of
its Certificate of Incorporation or By-laws or any statute,
order, rule or regulation of any court or governmental
agency or body having jurisdiction over it or any of its
properties and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the consummation
by it of the transactions contemplated in this Agreement;
(d) this Agreement has been duly authorized,
executed and delivered by it and (assuming the due
authorization, execution and delivery hereof, by the other
party) constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject as to
enforcement, to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting
creditors' rights generally and to general principles of
equity (regardless of whether enforcement is sought at a
proceeding at law or equity); and
(e) it is not subject to or obligated under
any contract, license, franchise or permit, or, subject to
any order or decree, which would be breached, violated, or
exceeded by the execution and performance of this Agreement
by it.
9.2. Holding represents and warrants to PRLC on
the date hereof and as of the Effective Time, that:
(a) except as contemplated by this
Agreement, (i) it has not, prior to the Transfer Closing
Date, engaged in any business other than (A) holding
partnership interests in GS Capital Partners PRL Holding II,
L.P., a Delaware limited partnership ("Holding II LP") which
partnership has been liquidated, (B) from and after the
liquidation of Holding II LP, holding partnership interests
in Enterprises, Polo and Womenswear and (C) holding
indebtedness of Enterprises and (ii) it has no assets other
than such partnership interests.
(b) it has no liabilities or obligations of
any kind (whether accrued, absolute, contingent,
unliquidated or otherwise, whether due or to become due),
except for (i) indebtedness held by GSCP which will either
be contributed to the capital of Holding or repaid prior to
the Effective Time and (ii) liabilities for current taxes
not yet due.
9.3. In furtherance of the representations and
warranties made by the parties in the Subscription
Agreement, GSCP represents and warrants to PRLC on the date
hereof and as of the Effective Time, that:
(a) it or its representatives has had an
opportunity to ask questions of and receive answers from
officers of PRLC, or a person or persons acting on its
behalf, concerning the terms and conditions of this
investment;
(b) it is an "accredited investor" as such
term is defined in Regulation 501 promulgated under the
Securities Exchange Act of 1934, as amended, and has such
knowledge and experience in financial and business matters
to evaluate the risks of investment in PRLC;
(c) the shares of common stock of PRLC
issuable to it in the Merger are being purchased by it for
its own sole benefit and account for investment and not with
a view to, or for resale in connection with, a public
offering or distribution thereof other than in the Offering;
and
(d) it has no present plan or intention to
sell, exchange or otherwise dispose of any shares of common
stock of PRLC received in the Merger except as contemplated
by the registration statement of PRLC on file with the
Securities and Exchange Commission on the date hereof.
9.4. GSCP will not, within two years of the
Effective Time, sell, exchange or otherwise dispose of a
number of shares of common stock of PRLC received in the
Merger that would reduce its ownership of common stock of
PRLC that it received in the Merger to a number of shares
having a value, as of the date of the Merger, of less than
50 percent of the value of all of the formerly outstanding
capital stock of Holding as of the date of the Merger. The
parties acknowledge that this restriction may be satisfied
by GSCP concurrently with the restriction on GSCP and
certain other parties contained in Section 4.1(b) of the
Stockholders Agreement dated the date hereof among GSCP and
certain other parties. Notwithstanding the foregoing, in no
event shall the provisions of this Section 9.4 prohibit the
sale, exchange or other disposition in connection with any
business combination transaction or other acquisition of
PRLC as a result of which no party to the Subscription
Agreement or any of its affiliates holds any outstanding
shares of common stock of PRLC.
10. Indemnification.
10.1. Indemnification. GSCP shall indemnify, save
and hold harmless (a) PRLC from and against any and all losses,
damages, liabilities, claims, judgments, settlement, fines, costs
and expenses, including attorneys' fees and disbursements
(collectively, "Losses") arising out of or in connection with any
breach of the representation made by Holding in Sections 9.1 and
9.2, (b) PRLC from and against any Losses caused by the Merger
and (c) PRLC from any liabilities whatsoever of Holding incurred
on or prior to the Effective Time, including, without limitation,
liabilities for taxes incurred on or prior to the Effective Time
of Holding or of any other person with respect to which Holding is
or may be liable, including, without limitation, interest,
additions to tax, penalties and legal and accounting expenses in
connection therewith, and any related out-of-pocket costs and
expenses, and any liabilities that result in whole or in part from
the failure of the Merger to qualify under Section 368(a)(1)(A) of
the Code. Any payment by GSCP to PRLC pursuant to this Section
10.1 shall be made on a basis (a "Grossed-Up Basis") such that any
payment received or deemed to have been received by PRLC (the
"Original Payment") shall be supplemented by a further
simultaneous payment to PRLC so that the sum of the two payments
shall be equal to the Original Payment, after taking into account
all taxes that would result from the receipt or accrual of such
two payments.
10.2. Procedure. (a) If a claim is to be made by
PRLC against GSCP, PRLC shall give prompt written notice (a "Claim
Notice") to GSCP after PRLC becomes aware of any fact, condition
or event which may give rise to Losses for which indemnification
may be sought under this Section 10. The failure of PRLC to
give timely notice hereunder shall not affect rights to
indemnification hereunder, except to the extent that GSCP is
actually prejudiced by the failure to give such notice.
(b) With respect to any claim under Section
10.1 relating to matters other than tax liabilities, GSCP
shall be entitled if it so elects at its own cost, risk and
expense, (i) to take control of the defense and
investigation of such lawsuit or action, (ii) to employ and
engage attorneys of its own choice and (iii) to compromise
or settle such claim, which compromise or settlement can be
made only with the written consent of PRLC which may not be
unreasonably withheld or delayed. If GSCP fails to assume
the defense of such claim within 30 calendar days after
receipt of the Claim Notice, PRLC will (upon delivering
notice to such effect to GSCP) have the right to undertake,
at GSCP's cost and expense, the defense of such claim on
behalf of and for the account and risk of GSCP. In the
event that PRLC assumes the defense of the claim, PRLC will
keep GSCP reasonably informed of the progress of any such
defense.
(c) With respect to any claim under Section
10.1 relating to tax liabilities, PRLC shall consult in good
faith with GSCP, and GSCP shall have the right to reasonably
participate, in the defense of any such claim against PRLC,
provided, however, that GSCP shall have no right to
participate in any proceeding involving a consolidated
federal income tax return of PRLC.
(d) PRLC shall cooperate in all reasonable
respects with GSCP and such attorneys in the investigation,
trial and defense of such lawsuit or action and any appeal
arising therefrom. GSCP shall be responsible for all
out-of-pocket costs and expenses for such cooperation.
(e) PRLC shall not compromise or settle any
claim relating to a Loss covered by this Section 10 without
the prior written consent of GSCP which may not be
unreasonably withheld or delayed.
10.3. Survival. PRLC's rights to indemnification
shall survive until the later of ten years and the
expiration of the applicable statute of limitations
including extensions thereof.
10.4 Tax Returns. GSCP shall prepare all tax returns
with respect to Holding for periods ending on or prior to
the Effective Time and PRLC shall file any such returns.
All parties will cooperate with each other with respect to
the preparation and filing of any such tax returns and GSCP
shall afford PRLC reasonable review of any such returns
prior to their filing and will accept reasonable comments of
PRLC with respect thereto. GSCP shall bear all
out-of-pocket costs and expenses in connection with the
preparation and filing of such tax returns and shall
reimburse PRLC for any costs incurred in connection
therewith, including reasonably allocable internal costs.
11. Conditions; Termination. The respective
obligation of each party to effect the Merger is subject to
the simultaneous occurrence of the Transfer Closing Date and
the simultaneous consummation of the transactions
contemplated by the Subscription Agreement. The Board of
Directors of either constituent corporation may terminate
this Agreement by filing a certificate of termination with
the Secretary of State of the State of Delaware prior to the
effective time of the merger as set forth in the Certificate
of Merger. Each party may terminate this Agreement by
providing written notice to that effect to the other party
if the Closing shall not occur on or prior to June 15, 1997.
12. Counterparts. This Agreement may be signed in one
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
13. Notices. Any notice or request to be given under
this Agreement by one party to another shall be in writing
and shall be delivered personally or by certified mail,
postage prepaid to such addresses as any party may designate
in writing to the other.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF
EXCEPT THAT WITH RESPECT TO MATTERS CONTAINED HEREIN COVERED
BY THE DELAWARE GENERAL CORPORATION LAW (THE "DGCL") THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY THE DGCL.
15. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto and supersedes
all prior agreements and understandings, oral and written,
between the parties hereto, with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
GS CAPITAL PARTNERS PRL
HOLDING II, INC.,
a Delaware corporation
By: /s/ C.H. Skodinski
---------------------------
Name: C.H. Skodinski
Title: Secretary
POLO RALPH LAUREN CORPORATION,
a Delaware corporation
By /s/ Victor Cohen
---------------------------
Name: Victor Cohen
Title: Senior Vice
President, General
Counsel and
Secretary
GS CAPITAL PARTNERS, L.P.,
a Delaware limited partnership
By: GS Advisors, L.P., its
general partner
By: GS Advisors, Inc., its
general partner
By: /s/ C.H. Skodinski
---------------------------
Name: C.H. Skodinski
Title: Vice President
Agreement
----------
This Agreement is entered into as of June 9, 1997 by
Stone Street 1994 Fund, L.P., a Delaware limited partnership
("Stone L.P."), and the Polo Ralph Lauren Corporation
("PRLC"). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the
Agreement of Merger of Stone Street 1994 Subsidiary Corp.
with and into Polo Ralph Lauren Corporation.
1. In furtherance of the representations and
warranties made by the parties in the Subscription
Agreement, Stone L.P. represents and warrants to PRLC on the
date hereof and as of the Effective Time, that:
(a) it or its representatives has had an
opportunity to ask questions of and receive answers from
officers of PRLC, or a person or persons acting on its
behalf, concerning the terms and conditions of this
investment;
(b) it is an "accredited investor" as such term
is defined in Regulation 501 promulgated under the
Securities Exchange Act of 1934, as amended, and has such
knowledge and experience in financial and business matters
to evaluate the risks of investment in PRLC;
(c) the shares of common stock of PRLC issuable
to it in the Merger are being purchased by it for its own
sole benefit and account for investment and not with a view
to, or for resale in connection with, a public offering or
distribution thereof other than in the Offering; and
(d) it has no present plan or intention to sell,
exchange or otherwise dispose of any shares of common stock
of PRLC received in the Merger except as contemplated by the
registration statement of PRLC on file with the Securities
and Exchange Commission on the date hereof.
2. Stone, L.P. will not, within two years of the
Effective Time, sell, exchange or otherwise dispose of a
number of shares of common stock of PRLC received in the
Merger that would reduce its ownership of common stock of
PRLC that it received in the Merger to a number of shares
having a value, as of the date of the Merger, of less than
50 percent of the value of all of the formerly outstanding
capital stock of Stone as of the date of the Merger. The
parties acknowledge that this restriction may be satisfied
by Stone, L.P. concurrently with the restriction on Stone,
L.P. and certain other parties contained in Section 4.1(b)
of the Stockholders Agreement dated the date hereof among
Stone, L.P. and certain other parties. Notwithstanding the
foregoing, in no event shall the provisions of this Section
2 prohibit the sale, exchange or other disposition in
connection with any business combination transaction or
other acquisition of PRLC as a result of which no party to
the Subscription Agreement or any of its affiliates holds
any outstanding shares of common stock of PRLC.
3. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
4. THIS AGREEMENT SHALL BE GOVERNED BY AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
5. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior
agreements and understandings, oral and written, between the
parties hereto, with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its general partner
By: /s/ C.H. Skodinski
-------------------------------
Name: C.H. SkodinskiTitle:
Vice President
POLO RALPH LAUREN CORPORATION,a
Delaware corporation
By: /s/ Victor Cohen
-------------------------------
Name: Victor Cohen
Title: Senior Vice
President,General
Counsel and Secretary
19715
POLO RALPH LAUREN CORPORATION
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------
UNDERWRITING
AGREEMENT
(INTERNATIONAL
VERSION)
--------------
June 11, 1997
Goldman Sachs International
Merrill Lynch International
Morgan Stanley & Co. International Limited
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB, England.
Ladies and Gentlemen:
Polo Ralph Lauren Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated
herein, to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") an aggregate of 1,911,865 shares and,
at the election of the Underwriters, up to 360,000 additional
shares of Class A Common Stock, par value $.01 per share (the
"Stock"), of the Company, and the stockholders of the Company
named in Schedule II hereto (the "Selling Stockholders") propose,
subject to the terms and conditions stated herein, to sell to the
Underwriters an aggregate of 4,088,135 shares and, at the
election of the Underwriters, up to 540,000 additional shares of
Stock. The aggregate of 6,000,000 shares to be sold by the
Company and the Selling Stockholders is herein called the "Firm
Shares" and the aggregate of 900,000 additional shares to be sold
by the Company and certain of the Selling Stockholders is herein
called the "Optional Shares." The Firm Shares and the Optional
Shares that the Underwriters elect to purchase pursuant to
Section 2 hereof are herein collectively called the "Shares."
It is understood and agreed to by all parties that the
Company and the Selling Stockholders are concurrently entering
into an agreement, a copy of which is attached hereto (the
"U.S. Underwriting Agreement"), providing for the offering by the
Company and the Selling Stockholders of up to a total of
27,025,000 shares of Stock (the "U.S. Shares") including the
overallotment option thereunder through arrangements with certain
underwriters in the United States (the "U.S. Underwriters"), for
whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated are acting as
representatives. Anything herein and therein to the contrary
notwithstanding, the respective closings under this Agreement and
the U.S. Underwriting Agreement are hereby expressly made
conditional on one another. The Underwriters hereunder and the
U.S. Underwriters are simultaneously entering into an Agreement
between U.S. and International Underwriting Syndicates (the
"Agreement between Syndicates") which provides, among other
things, for the transfer of shares of Stock between the two
syndicates and for consultation by the Lead Managers hereunder
with Goldman, Sachs & Co. prior to exercising the rights of the
Underwriters under Section 7 hereof. Two forms of prospectus are
to be used in connection with the offering and sale of shares of
Stock contemplated by the foregoing, one relating to the Shares
hereunder and the other relating to the U.S. Shares. The latter
form of prospectus will be identical to the former except for
certain substitute pages. Except as used in Sections 2, 3, 4, 10
and 12 herein, and except as the context may otherwise require,
references hereinafter to the Shares shall include all of the
shares of Stock which may be sold pursuant to either this
Agreement or the U.S. Underwriting Agreement, and references
herein to any prospectus whether in preliminary or final form,
and whether as amended or supplemented, shall include both of the
U.S. and the international versions thereof.
In addition, this Agreement incorporates by reference
certain provisions from the U.S. Underwriting Agreement
(including the related definitions of terms, which are also used
elsewhere herein) and, for purposes of applying the same,
references (whether in these precise words or their equivalent)
in the incorporated provisions to the "Underwriters" shall be to
the Underwriters hereunder, to the "Shares" shall be to the
Shares hereunder as just defined, to "this Agreement" (meaning
therein the U.S. Underwriting Agreement) shall be to this
Agreement (except where this Agreement is already referred to or
as the context may otherwise require) and to the representatives
of the Underwriters or to Goldman, Sachs & Co. shall be to the
addressees of this Agreement and to Goldman Sachs International
("GSI"), and, in general, all such provisions and defined terms
shall be applied MUTATIS MUTANDIS as if the incorporated
provisions were set forth in full herein having regard to their
context in this Agreement as opposed to the U.S. Underwriting
Agreement.
1. (a) The Company hereby makes with the Underwriters the
same representations, warranties and agreements as are set forth
in Section 1(a) of the U.S. Underwriting Agreement, which Section
is incorporated herein by this reference.
(b) Each of the Selling Stockholders hereby makes with the
Underwriters the same representations, warranties and agreements
as are set forth in Seciton 1(b) of the U.S. Underwriting
Agreement, which Section is incorporated herein by this
reference.
2. Subject to the terms and conditions herein set forth, (a)
the Company and each of the Selling Stockholders agree, severally
and not jointly, to sell to each of the Underwriters, and each of
the Underwriters agrees, severally and not jointly, to purchase
from the Company and each of the Selling Stockholders, at a
purchase price per share of $24.57, the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto
(to be adjusted by you so as to eliminate fractional shares)
determined by multiplying the aggregate number of Firm Shares to
be sold by the Company and each of the Selling Stockholders as
set forth opposite their respective names in Schedule II hereto
by a fraction, the numerator of which is the aggregate number of
Firm Shares to be purchased by such Underwriter as set forth
opposite the name of such Underwriter in Schedule I hereto and
the denominator of which is the aggregate number of Firm Shares
to be purchased by all of the Underwriters from the Company and
all of the Selling Stockholders hereunder and (b) in the event
and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the
Company and certain of the Selling Stockholders agree, severally
and not jointly, to sell to each of the Underwriters, and each of
the Underwriters agrees, severally and not jointly, to purchase
from the Company and such Selling Stockholders, at the purchase
price per share set forth in clause (a) of this Section 2, that
portion of the number of Optional Shares as to which such
election shall have been exercised (to be adjusted by you so as
to eliminate fractional shares) determined by multiplying such
number of Optional Shares by a fraction the numerator of which is
the maximum number of Optional Shares which such Underwriter is
entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is
the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder. For purposes of
facilitating the sale of Shares by the GS Selling Stockholders
(as defined in Section 1(b) of the U.S. Underwriting Agreement)
pursuant to clause (a) of this Section 2, pursuant to the U.S.
Underwriting Agreement, each of the representatives of the U.S.
Underwriters has agreed, severally and not jointly, to purchase
from each of the GS Selling Stockholders at the purchase price
per share set forth in clause (a) of this Section 2, the number
of Firm Shares of each of the GS Selling Stockholders as set
forth opposite the respective names of the representatives of the
U.S. Underwriters in Schedule III hereto and Schedule III to the
U.S. Underwriting Agreement (the "Note Shares") at the Note Time
of Delivery (as defined in Section 4 hereof) against payment by
each such representative of the purchase price therefor by
delivery of a Note (as defined in Section 2 of the U.S.
Underwriting Agreement). The numbers of shares of each
respective Underwriter is severally obligated to purchase, as set
forth in Schedule I hereto, shall not be affected by the
foregoing arrangements.
The Company and certain of the Selling Stockholders as and
to the extent indicated in Schedule II hereto, hereby grant,
severally and not jointly, to the Underwriters the right to
purchase at their election up to 900,000 Optional Shares, at the
purchase price per share set forth in the paragraph above, for
the sole purpose of covering overallotments in the sale of the
Firm Shares. In the event of any such election to purchase
Optional Shares, all of the Optional Shares to be sold by Ralph
Lauren as set forth on Schedule II shall be purchased prior to
any Optional Shares to be sold by the Company as set forth on
Schedule II hereto. Any such election to purchase Optional
Shares may be exercised only by written notice from you to the
Company and such Selling Stockholders, given within a period of
30 calendar days after the date of this Agreement, setting forth
the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless you and the
Company otherwise agree in writing, earlier than two or later
than ten business days after the date of such notice.
3. Upon the authorization by GSI of the release of the
Firm Shares, the several Underwriters propose to offer the Firm
Shares for sale upon the terms and conditions set forth in the
Prospectus and in the forms of Agreement among Underwriters
(International Version) and Selling Agreements, which have been
previously submitted to the Company by you. Each Underwriter
hereby makes to and with the Company and the Selling Stockholders
the representations and agreements of such Underwriter as a
member of the selling group contained in Sections 3(d) and 3(e)
of the form of Selling Agreements.
4. (a) The Shares to be purchased by the representatives
of the U.S. Underwriters in exchange for Notes, in definitive
form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. has previously requested by notice
to the Company and the GS Selling Stockholders shall be delivered
by or on behalf of the GS Selling Stockholders to Goldman, Sachs
& Co., for the accounts of the representatives of the U.S.
Underwriters against delivery by or on behalf of the
representatives of the U.S. Underwriters of the Notes.
Certificates for the Shares to be purchased by each Underwriter
hereunder (other than Shares to be purchased in exchange for
Notes), in definitive or temporary form, and in such authorized
denominations and registered in such names as GSI may request
upon at least forty-eight hours' prior notice to the Company and
the Selling Stockholders shall be delivered by or on behalf of
the Company and the Selling Stocokholders to GSI, for the account
of such Underwriter, against payment by or on behalf of such
Underwriter of the purchase price therefor by wire transfer,
payable to the order of the Company and each of the Selling
Stockholders in Federal (same day) funds. The Company will cause
the certificates representing the Shares (other than Shares to be
purchased in exchange for Notes) to be made available for
checking and packaging at least twenty-four hours prior to the
Time of Delivery (as defined below) with respect thereto at the
office of GSI, 85 Broad Street, New York, New York 10004 (the
"Designated Office"). The time and date of such delivery and
payment shall be (i) with respect to the Firm Shares to be
purchased in exchange for Notes, immediately following the
execution of this Agreement and the satisfaction of the
conditions set forth in Section 7 hereof, (ii) with respect to
all other Firm Shares, 9:30 a.m., New York City time, on June 17,
1997 or such other time and date as GSI and the Company may agree
upon in writing, and, with respect to the Optional Shares, 9:30
a.m., New York City time, on the date specified by GSI in the
written notice given by GSI of the Underwriters' election to
purchase such Optional Shares, or such other time and date as
GSI, the Company and the Selling Stockholders may agree upon in
writing. Such time and date for delivery of the Firm Shares to
be purchased in exchange for Notes is herein called the "Note
Time of Delivery," such time and date for delivery of the Firm
Shares is herein called the "First Time of Delivery", such time
and date for delivery of the Optional Shares, if not the First
Time of Delivery, is herein called the "Second Time of Delivery",
and each such time and date for delivery is herein called a "Time
of Delivery".
(b) The documents to be delivered at each Time of Delivery
by or on behalf of the parties hereto pursuant to Section 8 of
the U.S. Underwriting Agreement, including the cross receipt for
the Shares and any additional documents reasonably requested by
the Underwriters pursuant to Section 8(k) of the U.S.
Underwriting Agreement hereof, will be delivered at the offices
of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019 (the "Closing Location"), and
the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing
Location at 2 p.m., New York City time, on the New York Business
Day next preceding such Time of Delivery, at which meeting the
final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business
Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New
York are generally authorized or obligated by law or executive
order to close.
5. The Company hereby makes to the Underwriters the same
agreements as are set forth in Section 6 of the U.S. Underwriting
Agreement, which Section is incorporated herein by this
reference.
6. The Company, each of the Selling Stockholders and the
Underwriters hereby agree with respect to certain expenses on the
same terms as are set forth in Section 7 of the U.S. Underwriting
Agreement, which Section is incorporated herein by this
reference.
7. Subject to the provisions of the Agreement between
Syndicates, the obligations of the Underwriters hereunder shall
be subject, in their discretion, at each Time of Delivery, to the
condition that all representations and warranties and other
statements of the Company and, in the case of the Note Time of
Delivery and the First Time of Delivery, of the Selling
Stockholders, herein are, at and as of such Time of Delivery,
true and correct, the condition that the Company and, in the case
of the Note Time of Delivery and the First Time of Deilvery, the
Selling Stockholders, shall have performed all of their
obligations hereunder theretofore to be performed, and additional
conditions identical to those set forth in Section 8 of the
U.S. Underwriting Agreement, which Section is incorporated herein
by this reference.
8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred; PROVIDED,
HOWEVER, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by any
Underwriter through GSI expressly for use therein.
(b) Each of the Selling Stockholders will indemnify and
hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements in the
Registration Statement or any amendment or supplement thereto not
misleading or to make the statements in any Preliminary
Prospectus or the Prospectus not misleading in light of the
circumstances under which they were made, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the
Company by such Selling Stockholder expressly for use therein;
and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such
expenses are incurred; PROVIDED, HOWEVER, that such Selling
Stockholder shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by any Underwriter
through GSI expressly for use therein; PROVIDED, FURTHER, that
the liability of such Selling Stockholder pursuant to this
subsection (b) shall not exceed the product of the number of
Shares sold by such Selling Stockholder (including any Optional
Shares) and the initial public offering price as set forth in the
Prospectus.
(c) Each Underwriter will indemnify and hold harmless the
Company and each Selling Stockholder against any losses, claims,
damages or liabilities to which the Company or such Selling
Stockholder may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or Prospectus or any such
amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such Underwriter
through GSI expressly for use therein; and will reimburse the
Company and each Selling Stockholder for any legal or other
expenses reasonably incurred by the Company or such Selling
Stockholder in connection with investigating or defending any
such action or claim as such expenses are incurred.
(d) Promptly after receipt by an indemnified party under
subsection (a), (b) or (c) above of notice of the commencement of
any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such
subsection except to the extent that such indemnifying party is
prejudiced by the failure to give such notice. In case any such
action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with a single counsel (in addition to any local counsel)
satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on
behalf of any indemnified party. Notwithstanding anything to the
contrary contained herein, an indemnifying party will not be
liable for settlement of any claim or action effected without its
prior written consent, which consent shall not be unreasonably
withheld.
(e) If the indemnification provided for in this Section 8
is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a), (b) or (c) above in respect of any
losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and the Selling Stockholders on the one hand and the
Underwriters on the other from the offering of the Shares. If,
however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (d)
above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company and the
Selling Stockholders on the one hand and the Underwriters on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the
Company and the Selling Stockholders on the one hand and the
Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the
Shares purchased under this Agreement (before deducting expenses)
received by the Company and the Selling Stockholders bear to the
total underwriting discounts and commissions received by the
Underwriters with respect to the Shares purchased under this
Agreement, in each case as set forth in the table on the cover
page of the Prospectus relating to such Shares. The relative
fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Selling
Stockholders on the one hand or the Underwriters on the other and
the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company, each of the Selling Stockholders and the
Underwriters agree that it would not be just and equitable if
contributions pursuant to this subsection (e) were determined by
PRO RATA allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or
payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e) shall be deemed to
include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this
subsection (e), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at
which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (e) to contribute
are several in proportion to their respective underwriting
obligations and not joint.
(f) The obligations of the Company and the Selling
Stockholders under this Section 8 shall be in addition to any
liability which the Company and the respective Selling
Stockholders may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each
officer and director of the Company (including any person who,
with his or her consent, is named in the Registration Statement
as someone who will beocme a director of the Company and who
becomes such a director) and to each person, if any, who controls
the Company or any Selling Stockholder within the meaning of the
Act.
9. (a) The Company will indemnify and hold harmless
Morgan Stanley & Co. Incorporated, in its capacity as QIU (as
defined in Section 3 of the U.S. Underwriting Agreement), against
any losses, claims, damages or liabilities, joint or several, to
which the QIU may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and will reimburse the QIU for any legal or other
expenses reasonably incurred by the QIU in connection with
investigating or defending any such action or claim as such
expenses are incurred.
(b) The Company also agrees to indemnify and hold harmless
Morgan Stanley & Co. Incorporated and each person, if any, who
controls Morgan Stanley & Co. Incorporated within the meaning of
either Section 15 of the Act, or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, liabilities
and judgments incurred as a result of Morgan Stanley & Co.
Incorporated's participation as a "qualified independent
underwriter" within the meaning of Rule 2720 of the National
Association of Securities Dealers' Conduct Rules in connection
with the offering of the Shares except for any losses, claims,
damages, liabilities and judgments found in a final judgment by a
court to have resulted from Morgan Stanley & Co. Incorporated's,
or such controlling person's willful misconduct or gross
negligence.
(c) Promptly after receipt by the QIU under subsection (a)
and (b) above of notice of the commencement of any action, the
QIU shall, if a claim in respect thereof is to be made against
the Company under such subsection, notify the Company in writing
of the commencement thereof; but the omission so to notify the
Company shall not relieve it from any liability which it may have
to the QIU otherwise than under such subsection, except to the
extent that the Company is prejudiced by the failure to give such
notice. In case any such action shall be brought against the QIU
and it shall notify the Company of the commencement thereof, the
Company shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with a
single counsel (in addition to any local counsel) satisfactory to
the QIU (who shall not, except with the consent of the QIU, be
counsel to the Company), and, after notice from the indemnifying
party to the QIU of its election so to assume the defense
thereof, the indemnifying party shall not be liable to the QIU
under such subsection for any legal expenses of other counsel or
any other expenses, in each case subsequently incurred by the
QIU, in connection with the defense thereof other than reasonable
costs of investigation. The Company shall not, without the
written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder
(whether or not the QIU is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the QIU from all
liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of the QIU. Notwithstanding
anything contained herein to the contrary, if indemnity may be
sought pursuant to Sections 9(a) and 9(b) hereof in respect of
such action or proceeding, then in addition to a separate firm
for the indemnified parties, the indemnifying party shall be
liable for the reasonable fees and expenses of not more than one
separate firm (in addition to any local counsel) for Morgan
Stanley & Co. Incorporated in its capacity as a "qualified
independent underwriter" and all persons, if any, who control
Morgan Stanley & Co. Incorporated within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act.
(d) If the indemnification provided for in this Section 9
is unavailable to or insufficient to hold harmless Morgan
Stanley & Co. Incorporated, in its capacity as QIU, under
subsection (a) and (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the
amount paid or payable by the QIU as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the QIU on
the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the QIU failed to give the
notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or
payable by the QIU in such proportion as is appropriate to
reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the QIU on the other in
connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable
considerations. .The relative benefits received by the Company
on the one hand and the QIU on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company, as set forth
in the table on the cover page of the Prospectus, bear to the fee
payable to the QIU. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied
by the Company on the one hand or the QIU on the other and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the QIU agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The
amount paid or payable by the QIU as a result of the losses,
claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The obligations of the Company under this section 9
shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the QIU within
the meaning of the Act.
10. (a) If any Underwriter shall default in its obligation
to purchase the Shares which it has agreed to purchase hereunder
at a Time of Delivery, you may in your discretion arrange for you
or another party or other parties to purchase such Shares on the
terms contained herein. If within thirty--six hours after such
default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company and the Selling Stockholders shall
be entitled to a further period of thirty--six hours within which
to procure another party or other parties satisfactory to you to
purchase such Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company and the
Selling Stockholders that you have so arranged for the purchase
of such Shares, or the Company and the Selling Stockholders
notify you that they have so arranged for the purchase of such
Shares, you or the Company and the Selling Stockholders shall
have the right to postpone such Time of Delivery for a period of
not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this
Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or
Underwriters by you and the Company and the Selling Stockholders
as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one--eleventh of
the aggregate number of all the Shares to be purchased at such
Time of Delivery, then the Company and the Selling Stockholders
shall have the right to require each non--defaulting Underwriter
to purchase the number of shares which such Underwriter agreed to
purchase hereunder at such Time of Delivery and, in addition, to
require each non--defaulting Underwriter to purchase its PRO RATA
share (based on the number of Shares which such Underwriter
agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or
Underwriters by you and the Company and the Selling Stockholders
as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one--eleventh of the
aggregate number of all the Shares to be purchased at such Time
of Delivery, or if the Company and the Selling Stockholders shall
not exercise the right described in subsection (b) above to
require non-- defaulting Underwriters to purchase Shares of a
defaulting Underwriter or Underwriters, then this Agreement (or,
with respect to the Second Time of Delivery, the obligation of
the Underwriters to purchase and of the Company and certain
Selling Stockholders to sell the Optional Shares) shall thereupon
terminate, without liability on the part of any non--defaulting
Underwriter or the Company and the Selling Stockholders, except
for the expenses to be borne by the Company and the Selling
Stockholders and the Underwriters as provided in Section 6 hereof
and the indemnity and contribution agreements in Sections 8 and 9
hereof; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.
11. The respective indemnities, agreements,
representations, warranties and other statements of the Company,
the Selling Stockholders, and the several Underwriters, as set
forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any
Underwriter or any controlling person of any Underwriter, or the
Company, or any of the Selling Stockholders, or any officer or
director or controlling person of the Company or any controlling
person of any Selling Stockholder, and shall survive delivery of
and payment for the Shares.
12. If this Agreement shall be terminated pursuant to
Section 10 hereof neither the Company nor the Selling
Stockholders shall then be under any liability to any Underwriter
except as provided in Section 6, Section 8 and Section 9 hereof,
but, if for any other reason any Shares are not delivered by or
on behalf of the Company and the Selling Stockholders as provided
herein, the Company will reimburse the Underwriters through GSI
for all out--of--pocket expenses approved in writing by GSI,
including fees and disbursements of counsel, reasonably incurred
by the Underwriters in making preparations for the purchase, sale
and delivery of the Shares not so delivered, but the Company and
the Selling Stockholders shall then be under no further liability
to any Underwriter in respect of the Shares not so delivered
except as provided in Sections 6, 8 and 9 hereof.
Anything herein to the contrary notwithstanding, the
indemnity agreement of the Company in subsection (a) of Section 8
hereof, the representations and warranties in subsections (a)(ii)
and (a)(iii) of Section 1 hereof and any representation or
warranty as to the accuracy of the Registration Statement or the
Prospectus contained in any certificate furnished by the Company
pursuant to Section 7 hereof, insofar as they may constitute a
basis for indemnification for liabilities (other than payment by
the Company of expenses incurred or paid in the successful
defense of any action, suit or proceeding) arising under the Act,
shall not extend to the extent of any interest therein of a
controlling person or partner of an Underwriter who is a
director, officer or controlling person of the Company when the
Registration Statement has become effective, in each case to the
extent that an interest of such character shall have been
determined by a court of appropriate jurisdiction as not against
public policy as expressed in the Act. Unless in the opinion of
counsel for the Company the matter has been settled by
controlling precedent, the Company will, if a claim for such
indemnification is asserted, submit to a court of appropriate
jurisdiction the question of whether such interest is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
13. In all dealings hereunder, you shall act on behalf of
each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by you
jointly or by GSI on your behalf; and in all dealings with any of
the GS Selling Stockholders hereunder, you and the Company shall
be entitled to act and rely upon any statement, request, notice
or agreement on behalf of such GS Selling Stockholders made or
given by either of the Attorneys-in-Fact for such GS Selling
Stockholders.
All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be
delivered or sent by mail, telex or facsimile transmission to the
Underwriters in care of GSI, Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England, Attention: Equity Capital
Markets, Telex No. 94012165, facsimile transmission No. (071) 774-
1550; if to any Selling Stockholders shall be delivered or sent
by mail, telex or facsimile transmission to counsel for such
Selling Stockholders at its address set forth in Schedule II
hereto; and if to the Company shall be delivered or sent by
registered mail, telex or facsimile transmission to the address
of the Company set forth in the Registration Statement,
Attention: Secretary; PROVIDED, HOWEVER, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be
supplied to the Company or the Selling Stockholders by GSI upon
request. Any such statements, requests, notices or agreements
shall take effect upon receipt thereof.
14. This Agreement shall be binding upon, and inure solely
to the benefit of, the Underwriters, the Company and the Selling
Stockholders and, to the extent provided in Sections 8, 9 and 11
hereof, the officers and directors of the Company and each person
who controls the Company, any Selling Stockholder or any
Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement.
No purchaser of any of the Shares from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.
15. Time shall be of the essence of this Agreement.
16. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
OF AMERICA.
17. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Underwriters,
this letter and such acceptance hereof shall constitute a binding
agreement among each of the Underwriters, the Company and the
Selling Stockholders. It is understood that your acceptance of
this letter on behalf of each of the Underwriters is pursuant to
the authority set forth in a form of Agreement among Underwriters
(International Version), the form of which shall be furnished to
the Company for examination uponrequest, but without warranty on your
part as to the authority of the signers thereof.
Very truly yours,
POLO RALPH LAUREN CORPORATION
By: /s/ Michael J. Newman
---------------------------------
Name: Michael J. Newman
Title: Vice Chairman and Chief
Operating Officer
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
---------------------------------
Name: Richard A. Friedman
Title: President
Accepted as of the date STONE STREET FUND 1994, L.P.
hereof:Goldman Sachs By: Stone Street Funding Corp.,
International Merrill General Partner
Lynch International
Morgan Stanley By: /s/ Richard A. Friedman
International Limited ---------------------------------
By: Goldman Sachs Name: Richard A. Friedman
By: International Title: Vice President
BRIDGE STREET FUND 1994, L.P.
By: /s/ Marcus Colwell By: Stone Street Funding Corp.,
(Attorney-in-Fact) Managing General Partner
On behalf of each of By: /s/ Richard A. Friedman
the Underwriters ---------------------------------
Name: Richard A. Friedman
Title: Vice President
/s/ Ralph Lauren
------------------------------------
RALPH LAUREN
RALPH LAUREN 1997 CHARITABLE
REMAINDER UNITRUST
By: /s/ Robert F. Greenhill
---------------------------------
Name: Robert F. Greenhill*
Title: Trustee
* In his representative capacity as
trustee only and not in his
individual capacity.
SCHEDULE I
NUMBER OF
TOTAL NUMBER OPTIONAL SHARES
OF TO BE PURCHASED
FIRM SHARES IF MAXIMUM
TO BE OPTION
UNDERWRITER PURCHASED EXERCISED
------------ ----------- --------------
Goldman Sachs International 1,520,000 228,000
Merrill Lynch International 1,520,000 228,000
Morgan Stanley & Co. International 1,520,000 228,000
Limited
Credit Lyonnais Securities 180,000 27,000
Den Danske Bank Aktieselskab 180,000 27,000
ING Bank N.V. 180,000 27,000
Kleinwort Benson Limited 180,000 27,000
Mediobanca - Banca di Credito 180,000 27,000
Finanziario S.p.A.
Nikko Europe Plc 180,000 27,000
J. Henry Schroder & Co. Limited 180,000 27,000
Yamaichi International (Europe) 180,000 27,000
Limited
--------- ---------
Total 6,000,000 900,000
========= =========
SCHEDULE II
NUMBER OF
OPTIONAL
SHARES TO BE
TOTAL SOLD IF
NUMBER OF MAXIMUM
FIRM SHARES OPTION
TO BE SOLD EXERCISED
---------- -----------
The Company. 1,911,865 360,000
The Selling Stockholder(s):
Ralph Lauren (a) 894,915 540,000
Ralph Lauren 1997 Charitable 2,745,763 0
Remainder Unitrust (b)
GS Capital Partners, L.P. (c) 422,599 0
Stone Street Fund 1994, L.P. (c) 12,143 0
Bridge Street Fund 1994, L.P. (c) 12,715 0
----------- -------------
Total 6,000,000 900,000
--------- =============
- ----------
(a)This Selling Stockholder is represented by Paul,
Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of
the Americas, New York, New York 10019.
(b)This Selling Stockholder is represented by Shearman &
Sterling, 599 Lexington Avenue, New York, New York
10022.
(c)This Selling Stockholder is represented by David J.
Greenwald of Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004.
SCHEDULE III
FIRM SHARES
-----------
Goldman, Sachs & Co.
GS Capital Partners, L.P. 140,866
Stone Street Fund 1994, 4,047
L.P.
Bridge Street Fund 1994, 4,238
L.P.
Merrill Lynch Pierce
Fenner &
Smith Incorporated
GS Capital Partners, L.P. 140,866
Stone Street Fund 1994, 4,048
L.P.
Bridge Street Fund 1994, 4,238
L.P.
Morgan Stanley & Co.
Incorporated
GS Capital Partners, L.P. 140,867
Stone Street Fund 1994, 4,048
L.P.
Bridge Street Fund 1994, 4,239
L.P. ---------
Total 447,457
==========
19717
Form of Lock-Up
May ___, 1997
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co.
Incorporated
As U.S. Representatives
of the several U.S.
Underwriters to be
named in the
within-mentioned U.S.
Underwriting Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Goldman Sachs International
Merrill Lynch International
Morgan Stanley & Co. International Limited
as Lead Managers for
the several Managers to
be named in the
within-mentioned
International
Underwriting Agreement
c/o Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB, England
Ladies and Gentlemen:
Each of the undersigned understands that Polo Ralph
Lauren Corporation (the "Company") has filed a registration
statement on Form S-1 (Reg. No. 333-24733) (the "Registration
Statement") with the Securities and Exchange Commission covering
the sale (the "Offering") of up to 33,925,000 shares of the
Company's Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), to the underwriters named in Schedule I
to the U.S. Underwriting Agreement (the "U.S. Underwriters")
among Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as
representatives of the U.S. Underwriters, the Company and certain
selling stockholders (the "Selling Stockholders") and to the
underwriters named in Schedule I to the International
Underwriting Agreement (the "International Underwriters" and
together with the U.S. Underwriters, the "Underwriters") among
Goldman Sachs International, Merrill Lynch International and
Morgan Stanley & Co. International Limited, as representatives of
the International Underwriters, the Company and the Selling
Stockholders. Upon consummation of the Reorganization (as
defined in the Registration Statement), each of the undersigned
will own shares of Common Stock, par value $.01 per share, of the
Company.
To induce the Underwriters to participate in the
Offering, each of the undersigned represents and agrees that
during the period beginning from the date hereof and continuing
to and including the date 180 days after the date of the
Company's final prospectus, except pursuant to the Offering it
will not offer, sell, contract to sell or otherwise dispose of
any shares of Class A Common Stock or any securities of the
Company that are substantially similar to the Class A Common
Stock, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right
to receive, Class A Common Stock or any such substantially
similar securities, without the prior written consent of Goldman,
Sachs & Co.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under
the Securities and Exchange Act of 1934, as amended, the
undersigned agree to the joint filing of a Statement on
Schedule 13D (including any and all amendments thereto) with
respect to the shares of the Class A Common Stock, par value
$0.01 per share, of Polo Ralph Lauren Corporation, and
further agree that this Joint Filing Agreement be included
as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to
such Statement.
Dated: July 10, 1997
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs
Corporation, its general
partner
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: Executive Vice President
GS ADVISORS, L.P.
By: GS Advisors, Inc., its
general partner
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its
general partner
By: GS Advisors, Inc., its
general partner
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: President
STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its general partner
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its managing general partner
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET FUNDING CORP.
By: /s/ Richard A. Friedman
--------------------------
Name: Richard A. Friedman
Title: Vice President
