UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3*
POLO RALPH LAUREN CORPORATION
- ------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.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
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 13, 2002
-------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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 23 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-WC
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 10,573,270
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
10,573,270
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,573,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% (10.8% 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
SCHEDULE 13D
CUSIP NO. 731572103 Page 3 of 23 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF-OO
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 10,573,270
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
10,573,270
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,573,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% (10.8% 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-CO
SCHEDULE 13D
CUSIP NO. 731572103 Page 4 of 23 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 9,983,708
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
9,983,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,983,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% (10.2% 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
SCHEDULE 13D
CUSIP NO. 731572103 Page 5 of 23 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, LLC
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 9,983,708
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
9,983,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,983,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% (10.2% 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
OO
SCHEDULE 13D
CUSIP NO. 731572103 Page 6 of 23 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 286,878
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
286,878
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (0.3% OR 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
SCHEDULE 13D
CUSIP NO. 731572103 Page 7 of 23 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 300,393
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
300,393
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (0.3% 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
PN
SCHEDULE 13D
CUSIP NO. 731572103 Page 8 of 23 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1994, L.L.C.
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 587,271
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
587,271
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,271
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (0.6% 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
OO
AMENDMENT NO. 3 TO
SCHEDULE 13D
RELATING TO THE CLASS A COMMON STOCK OF
POLO RALPH LAUREN CORPORATION
GS Capital Partners, L.P. ("GS Capital"), 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"), GS
Advisors, L.L.C. ("GS Advisors"), Stone Street 1994, L.L.C. ("Stone GP"),
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc.
("GS Group" and, together with Goldman Sachs, GS Advisors, Stone GP and the
Limited Partnerships, the "Filing Persons")FN1 hereby amend this statement on
Schedule 13D filed with respect to the Class A Common Stock, $0.01 par
value per share (the "Class A Common Stock"), of Polo Ralph Lauren
Corporation, a Delaware corporation (the "Company"), as most recently
amended by Amendment No. 2 thereto filed July 7, 2000 (as amended, the
"Schedule 13D"). Goldman Sachs and GS Group may be deemed, for purposes of
this Statement, to beneficially own shares of Class A Common Stock through
the Limited Partnerships. The Limited Partnerships own shares of Class C
Common Stock which are convertible into shares of Class A Common Stock.
Goldman Sachs and GS Group each disclaims beneficial ownership of 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. Goldman Sachs and
GS Group may also be deemed to beneficially own from time to time shares
acquired in ordinary course trading activities by Goldman Sachs. Unless
otherwise indicated, all capitalized terms used but not defined herein
shall have the same meaning ascribed to them in the Schedule 13D.
This Amendment No. 3 is being filed to report a decrease in the
percentage of the outstanding shares of Class A Common Stock which may be
deemed to be beneficially owned by the Filing Persons, which change was as
a result of the sale of the sale of Class A Common Stock by the Limited
Partnerships pursuant to an underwritten public offering of 11,000,000
shares of Class A Common Stock and an additional 1,150,000 shares of Class
A Common Stock pursuant to the underwriters' exercise of the over-allotment
option (the "Offering").
- ---------------------
FN1 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.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Item 2 is hereby amended by amending Schedules I, II-A-i, II-A-ii,
II-B-i and IV hereto, to read in their entirety as attached hereto. All
references in previous filings to Schedule II-B-ii are replaced with a
reference to Schedule II-A-ii.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended by adding the following paragraphs:
On February 27, 2002, pursuant to Section 2.1(a)(ii) of the
Registration Rights Agreement, the Limited Partnerships delivered a written
notice requesting that the Company file a registration statement with
respect to an aggregate of 11,000,000 shares of the Company's Class A
Common Stock and, at the election of the underwriters, up to 1,650,000
shares of Class A Common Stock (into which the shares of the Company's
Class C Common Stock held by the Limited Partnerships are convertible at
any time on a one-for-one basis). In connection with Limited Partnerships'
exercise of their demand registration rights, the Company filed a
registration statement on Form S-3 (No. 333-83500) on February 27, 2002.
On May 13, 2002, the Limited Partnerships sold 11,000,000 shares of
Class A Common Stock and an additional 1,150,000 shares of Class A Common
Stock pursuant to the underwriters' exercise of the over-allotment option,
at a price of $25.20 (net of underwriting discounts and commissions), for
an aggregate amount of $306,180,000.00.
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 Class A Common Stock
or may sell shares of Class A Common Stock from time to time in public or
private transactions, may distribute Common Stock in-kind to their
partners, 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 imitations 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-i, II-A-ii
and II-B-i hereto may make the same evaluation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5 is hereby amended as follows:
Based on information provided to the Filing Persons by the Company's
transfer agent, as of May 13, 2002, there were outstanding 44,458,058
shares of Class A Common Stock (98,309,058 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 10,570,979 shares of Class C 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.
(a) As of May 13, 2002, each of GS Capital and GS Advisors may be
deemed to have beneficially owned 9,983,708 shares of Class A Common Stock,
representing approximately 18.3% of the outstanding shares of Class A
Common Stock reported to be outstanding as of May 13, 2002, 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 Stock.
Assuming all outstanding shares of Class B Common Stock and Class C Common
Stock were converted into shares of Class A Common Stock, each of GS
Capital and GS Advisors would have been deemed to have beneficially owned,
as of May 13, 2002, approximately 10.2% of the outstanding shares of Class
A Common Stock.
As of May 13, 2002, Stone Street may be deemed to have beneficially
owned 286,878 shares of Class A Common Stock, representing approximately
0.6% of the outstanding shares of Class A Common Stock reported to be
outstanding as of May 13, 2002, 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 Stock. 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 been deemed to have
beneficially owned, as of May 13, 2002, approximately 0.3% of the
outstanding shares of Class A Common Stock.
As of May 13, 2002, Bridge Street may be deemed to have beneficially
owned 300,393 shares of Class A Common Stock, representing approximately
0.7% of the outstanding shares of Class A Common Stock reported to be
outstanding as of May 13, 2002, 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 been deemed to
have beneficially owned, as of May 13, 2002, approximately 0.3% of the
outstanding shares of Class A Common Stock.
As of May 13, 2002, Stone GP, as the general partner of Stone Street
and the managing general partner of Bridge Street, may be deemed to have
beneficially owned 587,271 shares of Class A Common Stock, representing
approximately 1.3% of the outstanding shares of Class A Common Stock
reported to be outstanding as of May 13, 2002, 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
Stock. Assuming all outstanding shares of Class B Common Stock and Class C
Common Stock were converted into shares of Class A Common Stock, Stone GP
would have been deemed to have beneficially owned, as of May 13, 2002,
approximately 0.6% of the outstanding shares of Class A Common Stock.
As of May 13, 2002, each of Goldman Sachs and GS Group may be deemed
to have beneficially owned an aggregate of 10,573,270 shares of Class A
Common Stock, including (i) 10,573,270 shares of Class A Common Stock which
may be deemed to have been beneficially owned by the Limited Partnerships
as described above and (ii) 2,291 shares of Class A Common Stock acquired
by Goldman Sachs in ordinary course trading activities, representing in the
aggregate approximately 19.2% of the shares of Class A Common Stock
reported to be outstanding as of May 13, 2002, assuming that all of the
shares of Class C Common Stock owned by the Limited Partnerships were
converted into 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
would have been deemed to have beneficially owned, as of May 13, 2002,
approximately 10.8% of the outstanding shares of Class A Common Stock.
Goldman Sachs and GS Group each disclaim beneficial ownership of the shares
of Class A Common Stock which may be deemed to have been 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.
In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the
securities beneficially owned by the investment banking division of GS
Group and its subsidiaries and affiliates (collectively, "IBD"). This
filing does not reflect securities, if any, beneficially owned by any other
operating unit of GS Group. IBD disclaims beneficial ownership of the
securities beneficially owned by (i) any client accounts with respect to
which IBD or its employees have voting or investment discretion, or both
and (ii) certain investment entities, of which IBD is the general partner,
managing general partner or other manager, to the extent interests in such
entities are held by persons other than IBD.
None of the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedules I, II-A-i, II-A-ii or
II-B-i hereto, may be deemed to have beneficially owned any shares of Class
A Common Stock as of May 13, 2002, 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 Class A Common Stock
beneficially owned by such Filing Person as indicated in pages 2 through 8
above.
(c) Except as otherwise described herein, no transactions in the Class
A Common Stock were effected by Filing Persons or, to the knowledge of any
of the Filing Persons, any of the persons listed on Schedules I, II-A-i or
II-B-i hereto, during the period from March 14, 2002 through May 13, 2002.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
Underwriting Agreement. In connection with the Offering, the Limited
Partnerships entered into an Underwriting Agreement, dated May 8, 2002 (the
"Underwriting Agreement"), among the Company, the selling stockholders
listed in Schedule II thereto, (the "Selling Stockholders") and Goldman
Sachs, Credit Suisse First Boston Corporation and UBS Warburg LLC, as
representatives of the several underwriters listed in Schedule I thereto
(the Underwriters"). A copy of the Underwriting Agreement is filed as
Exhibit 99.11 hereto. The Underwriting Agreement provides for purchases by
the Underwriters from the Selling Stockholders of 11,000,000 shares of
Class A Common Stock, and up to an additional 1,650,000 shares of Class A
Common Stock at the same purchase price for the purpose of covering
over-allotments. The Underwriters exercised the over-allotment in the
amount of 1,150,000 shares on May 10, 2002. The public offering price in
the Offering was $26.50 per share. Pursuant to the Underwriting Agreement,
the Underwriters purchased the shares net of an underwriting discount of
$1.30 per share. The Underwriting Agreement contains standard terms and
conditions for a public offering including customary representations and
warranties and indemnity provisions. Pursuant to the Underwriting
Agreement, Goldman Sachs purchased an aggregate of 5,755,750 shares of
Class A Common Stock (including shares of Class A Common Stock purchased
pursuant to the exercise of the Underwriters' over-allotment option).
Lock-up. In connection with the Offering, the Company, its executive
officers and directors and other holders of Common Stock prior to the
Offering (including the Limited Partnerships) have agreed that, during the
period beginning from the date of the Underwriting Agreement and continuing
to and including the date 90 days after the date of the Company's final
prospectus, dated May 8, 2002, it will not directly or indirectly 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. A copy of the Lock-up
Agreement is filed as Exhibit 99.12 hereto.
The summary set forth herein of certain provisions of the Agreements
described above does not purport to be a complete description thereof and
is qualified in its entirety by reference to the full provisions of such
Agreements as filed as Exhibits to this Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Item 7 is hereby amended as follows:
Exhibit No. Exhibit
99.9 Power of Attorney, dated December 8, 2000, relating to
Goldman, Sachs & Co.
99.10 Power of Attorney, dated December 8, 2000, relating to The
Goldman Sachs Group, Inc.
99.11 Underwriting Agreement, dated May 8, 2002 (incorporated
herein by reference to Exhibit 1.1 to the Company's
Registration Statement on Amendment No. 3 to Form S-3 No.
333-83500).
99.12 Form of Lock-Up 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.
Date: May 16, 2002
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman
--------------------------- ---------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P. GS ADVISORS, L.L.C.
By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman
--------------------------- ---------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1994, L.P. BRIDGE STREET FUND 1994, L.P.
By: /s/ Roger S. Begelman By: /s/ Roger S. Begelman
--------------------------- ---------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1994, L.L.C.
By: /s/ Roger S. Begelman
Name: Roger S. Begelman
Title: Attorney-in-fact
SCHEDULE I
----------
The name of each director of The Goldman Sachs Group, Inc. is set
forth below.
The business address of each person listed below is c/o Goldman, Sachs
& Co., 85 Broad Street, New York, NY 10004.
Each person is a citizen of the United States of America except for
Lord Browne of Madingley, who is a citizen of the United Kingdom. The
present principal occupation or employment of each of the listed persons is
set forth below.
Name Present Principal Occupation
- ------------------------------------------------------------------------------
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman
Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
John A. Thain President and Co-Chief Operating Officer of The
Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of The
Goldman Sachs Group, Inc.
Lord Browne of Madingley Group Chief Executive of BP Amoco plc
James A. Johnson Chairman and Chief Executive Officer of Johnson
Capital Partners
John H. Bryan Chairman of Sara Lee Corporation
Ruth J. Simmons President of Brown University
Margaret C. Whitman President and Chief Executive Officer of eBay Inc.
Morris Chang Chairman of Taiwan Semiconductor Manufacturing
Company Ltd.
Stephen Friedman Senior Principal of MMC Capital
SCHEDULE II-A-i
---------------
The name, position and present principal occupation of each executive
officer of GS Advisors, L.L.C., the sole general partner of GS Capital
Partners, L.P., are set forth below.
The business address for all the executive officers listed below is 85
Broad Street, New York, New York 10004, except as follows: The business
address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz, Hughes
B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin,
Robert G. Doumar, Jr. and Ulrika Werdelin is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Syaru (Shirley)
Lin and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central,
Hong Kong. The business address of Joseph P. DiSabato and Melina E. Higgins
is 2765 Sand Hill Road, Menlo Park, CA 94025. The business address of Gene
T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles,
CA 90067. The business address of Muneer A. Satter is 4900 Sears Tower,
Chicago, IL 60606.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp is a citizen of the United Kingdom. Sanjeev K.
Mehra is a citizen of India. Atul Kapur is a citizen of Singapore. Antoine
L. Schwartz, Hughes B. Lepic and Michel Plantevin are citizens of France.
Patrick E. Mulvihill is a citizen of Ireland. Peter Schiefer is a citizen
of Germany. Ulrika Werdelin is a citizen of Sweden.
Name Position Present Principal Occupation
- ------------------------------- --------------------------- ----------------------------------------------------------
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Peter Schiefer Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Michel Plantevin Vice President Managing Director of Goldman Sachs International
Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs International
Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co.
Elizabeth C. Marcellino Vice President Managing Director of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs International
SCHEDULE II-A-ii
----------------
The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Advisors,
L.L.C. and Stone Street 1994, L.L.C., are set forth below.
The business address for each member listed below is 85 Broad Street,
New York, New York 10004, except as follows: The business address of Gene
T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles,
CA 90067. The business address of Richard S. Sharp, Barry S. Volpert and
Antoine L. Schwartz is Peterborough Court, 133 Fleet Street, London EC4A
2BB, England. The business address of Muneer A. Satter is 4900 Sears Tower,
Chicago, IL 60606.
All members listed below are United States citizens, except as
follows: Richard S. Sharp is a citizen of the United Kingdom, Sanjeev K.
Mehra is a citizen of India and Antoine L. Schwartz is a citizen of France.
Name Present Principal Occupation
- ------------------------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
SCHEDULE II-B-i
---------------
The name, position and present principal occupation of each executive
officer of Stone Street 1994, L.L.C., 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 all the executive officers listed below is 85
Broad Street, New York, New York 10004, except as follows: The business
address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz, Hughes
B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin,
Robert G. Doumar, Jr. and Ulrika Werdelin is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Syaru (Shirley)
Lin and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central,
Hong Kong. The business address of Joseph P. DiSabato and Melina E. Higgins
is 2765 Sand Hill Road, Menlo Park, CA 94025. The business address of Gene
T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles,
CA 90067. The business address of Muneer A. Satter is 4900 Sears Tower,
Chicago, IL.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp is a citizen of the United Kingdom. Sanjeev K.
Mehra is a citizen of India. Atul Kapur is a citizen of Singapore. Antoine
L. Schwartz, Hughes B. Lepic and Michel Plantevin are citizens of France.
Patrick E. Mulvihill is a citizen of Ireland. Peter Schiefer is a citizen
of Germany. Ulrika Werdelin is a citizen of Sweden.
Name Positions Present Principal Occupation
- ------------------------------ ---------------------------------- -------------------------------------------------------
Peter M. Sacerdote Chairman/President Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Vice President/ Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Peter Schiefer Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Michel Plantevin Vice President Managing Director of Goldman Sachs International
Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs International
Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co.
Elizabeth C. Marcellino Vice President Managing Director of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Raymond G. Matera Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs International
Exhibit (99.9)
--------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 8, 2000.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
------------------------------------
Name: Gregory K. Palm
Title: Managing Director
Exhibit (99.10)
---------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 8, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
----------------------------------
Name: Gregory K. Palm
Title: Managing Director
Exhibit (99.12)
---------------
Form of Lock-Up Agreement
- -------------------------
, 2002
------------ -----
Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
UBS Warburg LLC
As Representatives of the several
Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
The undersigned understands that Polo Ralph Lauren Corporation (the
"Company") has filed a registration statement on Form S-3 (Reg. No.
333-83500) (the "Registration Statement") with the Securities and Exchange
Commission covering the sale (the "Offering") of up to 12,650,000 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 Underwriting
Agreement (the "Underwriters") among Goldman, Sachs & Co., Credit Suisse
First Boston Corporation and UBS Warburg LLC, as representatives of the
Underwriters, the Company and certain selling stockholders (the "Selling
Stockholders").
To induce the Underwriters to participate in the Offering, the
undersigned represents and agrees that during the period beginning from the
date hereof and continuing to and including the date 90 days after the date
of the Company's final prospectus, it will not directly or indirectly
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.
By:
--------------------------------------
Name:
Title:
