SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
Polo
Ralph Lauren Corporation
(Name
of
Issuer)
Class
A Common Stock, $0.01 par value
(Title
of
Class of Securities)
731572103
(CUSIP
Number)
April
2, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is
filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934
("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).
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CUSIP
No. 731572103
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1.
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Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
2,985,412
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
3,114,412
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,114,412
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No. 731572103
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1.
|
Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
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||||
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6.
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Shared
Voting Power
2,985,412
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|||||
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7.
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Sole
Dispositive Power
-0-
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|||||
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8.
|
Shared
Dispositive Power
3,114,412
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,114,412
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer
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Polo
Ralph Lauren Corporation
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(b)
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Address
of Issuer's Principal Executive Offices
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650
Madison Avenue
New
York, NY 10022
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Item
2.
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(a)
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Name
of Person Filing
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D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none,
Residence
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship
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D.
E. Shaw & Co., L.P. is a limited partnership organized under the laws
of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities
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Class
A Common Stock, $0.01 par value
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(e)
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CUSIP
Number
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731572103
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| Item 3. |
If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
applicable
| Item 4. |
Ownership
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As
of April 9, 2007:
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(a)
Amount beneficially owned:
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D.
E. Shaw & Co., L.P.:
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3,114,412
shares
This
is composed of (i) 1,514,500 shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii) 13 shares in the name of
D. E. Shaw Synoptic Portfolios 2, L.L.C., (iii) 983,299 shares
in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv)
244,800 shares that D. E. Shaw Valence, L.L.C. has the right to
acquire through the exercise of listed call options, and (v)
371,800
shares under the management of D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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3,114,412
shares
This
is composed of (i) 1,514,500 shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii) 13 shares in the name of
D. E. Shaw Synoptic Portfolios 2, L.L.C., (iii) 983,299 shares
in the name of D. E. Shaw Valence Portfolios, L.L.C., (iv)
244,800 shares that D. E. Shaw Valence, L.L.C. has the right to
acquire through the exercise of listed call options, and (v)
371,800
shares under the management of D. E. Shaw Investment Management,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw & Co., L.P.:
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5.1%
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David
E. Shaw:
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5.1%
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(c)
Number of shares to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii)
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Shared
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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2,985,412
shares
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David
E. Shaw:
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2,985,412
shares
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(iii)
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Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv)
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Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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3,114,412
shares
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David
E. Shaw:
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3,114,412
shares
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David
E.
Shaw does not own any shares directly. By virtue of David E. Shaw’s
position as President and sole shareholder of D. E. Shaw & Co.,
Inc., which is the general partner of D. E. Shaw & Co., L.P.,
which in turn is the investment adviser of D. E. Shaw Oculus
Portfolios, L.L.C. and D. E. Shaw Synoptic Portfolios 2, L.L.C., the managing
member and investment adviser of D. E. Shaw Valence Portfolios,
L.L.C., and the managing member of D. E. Shaw Valence, L.L.C. and
D. E. Shaw Investment Management, L.L.C., and by virtue of
David E. Shaw’s position as President and sole shareholder of
D. E. Shaw & Co. II, Inc., which is the managing member of
D. E. Shaw & Co., L.L.C., which in turn is the managing member of
D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Synoptic
Portfolios 2, L.L.C., David E. Shaw may be deemed to have the shared
power to vote or direct the vote of 2,985,412 shares, and the shared power
to
dispose or direct the disposition of 3,114,412 shares, the 3,114,412 shares
as
described above constituting 5.1% of the outstanding shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of such shares.
David E. Shaw disclaims beneficial ownership of such 3,114,412
shares.
| Item 5. |
Ownership
of Five Percent or Less of a
Class
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Not
Applicable
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person
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Not
Applicable
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person
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Not
Applicable
| Item 8. |
Identification
and Classification of Members of the Group
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Not
Applicable
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| Item 9. |
Notice
of Dissolution of
Group
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Not
Applicable
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| Item 10. |
Certification
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By
signing below, each of D. E. Shaw & Co., L.P. and
David E. Shaw certify that, to the best of such reporting person’s
knowledge and belief, the securities referred to above were not acquired
and are
not held for the purpose of or with the effect of changing or influencing
the
control of the issuer of the securities and were not acquired and are
not held
in connection with or as a participant in any transaction having such
purposes
or effect.
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement
is true,
complete and correct. A Power of Attorney, dated February 24, 2004, granted
by
David E. Shaw in favor of Anne Dinning, is attached hereto.
Dated:
April 12, 2007
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Managing
Director
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| David E. Shaw | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Attorney-in-Fact
for David E.
Shaw
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Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute and appoint each of:
Anne
Dinning,
Julius
Gaudio,
Lou
Salkind,
Stuart
Steckler, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L.P. and general partner or
managing member of other entities, any which in turn may be acting for itself
or
other entities) all documents, certificates, instruments, statement, other
filings, and amendments to the forgoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with ownership or
control-person reporting requirements imposed by any United States or non-United
States governmental or regulatory authority, including without limitation Forms
3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person’s execution, delivery, furnishing,
and/or filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 5, 2001, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
February 24, 2004
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York
Exhibit
2
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended, each of the undersigned Reporting Persons hereby agrees to the joint
filing, along with all other such Reporting Persons, on behalf of each of
them
of a statement on Schedule 13G (including amendments thereto) with respect
to
the Class A Common Stock, $0.01 par value, of Polo Ralph Lauren Corporation,
and
that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as
of
this 12th day of April, 2007.
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Managing
Director
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| David E. Shaw | ||
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| By: | /s/ Anne Dinning | |
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Anne
Dinning
Attorney-in-Fact
for David E.
Shaw
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