UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.1 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) April 14, 1998 ------------------------------------------------------- (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 16 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 23,122,414 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 23,122,414 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,122,414 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.6% (23.1% 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 16 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 23,122,414 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 23,122,414 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,122,414 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.6% (23.1% 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 16 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 16 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 16 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 16 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 16 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. AMENDMENT NO. 1 TO SCHEDULE 13D RELATING TO THE CLASS A COMMON STOCK OF POLO RALPH LAUREN CORPORATION 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")./1/ 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"). 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 is 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. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 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 disclaim beneficial ownership of the shares of Class A Common Stock held in Managed Accounts. 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 is being filed to report a decrease in the percentage of the outstanding shares of Common Stock which may be deemed to be beneficially owned by certain of the Filing Persons resulting from a decrease in the number of shares held in Managed Accounts. /1/ 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 is hereby amended as follows: ITEM 2. Identity and Background. ----------------------- ITEM 2 is hereby amended by amending Schedules II-A and II-B hereto, to read in their entirety as attached hereto. ITEM 5 is hereby amended as follows: ITEM 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of April 17, 1998, GS Capital beneficially owned, and GS Advisors, L.P. may be deemed to have beneficially owned, 21,458,715 shares of Class A Common Stock, representing approximately 38.5% of the outstanding shares of Class A Common Stock reported to be outstanding as of February 10, 1998 (as reported in the Company's Quarterly Report on Form 10-Q for the period ended December 27, 1997), 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 April 17, 1998, approximately 21.4% of the outstanding shares of Class A Common Stock. As of April 17, 1998, Stone Street beneficially owned 616,607 shares of Class A Common Stock, representing approximately 1.8% of the outstanding shares of Class A Common Stock reported to be outstanding as of February 10, 1998 (as reported in the Company's Quarterly Report on Form 10-Q for the period ended December 27, 1997), 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 April 17, 1998, approximately .62% of the outstanding shares of Class A Common Stock. As of April 17, 1998, Bridge Street beneficially owned 645,657 shares of Class A Common Stock, reperesenting approximately 1.9% of the outstanding shares of Class A Common Stock reported to be outstanding as of February 10, 1998 (as reported in the Company's Quarterly Report on Form 10-Q for the period ended December 27, 1997), 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. 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 April 17, 1998, approximately .64% of the outstanding shares of Class A Common Stock. As of April 17, 1998, Funding Corp., as the general partner of Stone Street and the managing general partner of Bridge Street, may be deemed to have beneficially owned 1,262,264 shares of Class A Common Stock beneficially owned by Stone Street and Bridge Street, representing approximately 3.6% of the outstanding shares of Class A Common Stock reported to be outstanding as of February 10, 1998 (as reported in the Company's Quarterly Report on Form 10-Q for the period ended December 27, 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. Assuming that all outstanding shares of Class B Common Stock and Class C Common Stock were converted into shares of Class A Common Stock, Funding Corp. would be deemed to have beneficially owned, as of April 17, 1998, approximately 1.3% of the outstanding shares of Class A Common Stock. As of April 17, 1998, Goldman Sachs and GS Group may be deemed to have beneficially owned 22,720,979 shares of Class A Common Stock which may be deemed to have been beneficially owned by the Limited Partnerships as herein described. In addition, as of April 17, 1998, Goldman Sachs and GS Group beneficially owned 1,000 shares of Class A Common Stock acquired in ordinary course trading activities, and may be deemed to have beneficially owned 400,435 shares of Class A Common Stock held in the Managed Accounts. Accordingly, as of April 17, 1998, Goldman Sachs and GS Group may be deemed to have beneficially owned approximately 40.6% of the shares of Class A Common Stock reported to be outstanding as of February 10, 1998 (as reported in the Company's Quarterly Report on Form 10-Q for the period ended December 27, 1997), assuming that all of the shares of Class C Common Stock owned by the Limited Partnerships were converted into shares of Class A Common. 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 be deemed to have beneficially owned, as of April 17, 1998, approximately 23.1% of the outstanding 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 or, to the knowledge of any of the Filing Persons, any of the persons listed on Schedules I, II-A or II-B hereto, beneficially owned any shares of Common Stock as of April 17, 1998, 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) Schedule IV sets forth transactions in the Class A Common Stock which have been effected during the period from February 13, 1998 through April 17, 1998, all of which were effected in the ordinary course of business of Goldman Sachs. The transactions in the Class A Common Stock, described in Schedule IV, were effected on the New York Stock Exchange, the Chicago Stock Exchange, and in the over-the-counter market. There were no purchases in the Class A Common Stock effected during this period. Except as set forth on Schedule IV, 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 or II-B hereto, during the period from February 13, 1998 through April 17, 1998. (d) Except for clients of Goldman Sachs who may 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 held in Managed Accounts, 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. 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. April 23, 1998 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 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 and Barry S. Volpert is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A 2BB, England. All executive officers and directors listed below are United States citizens.
Present Principal Name Position 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. Elizabeth S. Cogan Treasurer Managing Director 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 International Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co. Katherine B. Enquist Vice President 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.
Present Principal Name Position Occupation - -------------------------------------------------------------------------------- Richard A. Friedman 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 Managing Director of Goldman, Sachs & Co. Peter M. Sacerdote Director/Chairman/C.E.O./ Limited Partner of The President Goldman Sachs Group, L.P. David J. Greenwald Vice President 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. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co. Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co. SCHEDULE IV Polo Ralph Lauren Corporation Cusip No. 731572103
Purchases Sales Price Trade Date Settlement Date - ------------------------------------------------------------------- 300 28.5625 14-Apr-98 14-Apr-98 200 29.9460 31-Mar-98 3-Apr-98 500 29.9460 31-Mar-98 3-Apr-98 200 29.9460 31-Mar-98 3-Apr-98 500 29.8125 23-Mar-98 26-Mar-98 1,000 30.1875 20-Mar-98 25-Mar-98 1,000 30.1875 20-Mar-98 25-Mar-98 1,000 30.1875 20-Mar-98 25-Mar-98 1,000 30.0250 23-Mar-98 26-Mar-98 2,000 30.1875 20-Mar-98 25-Mar-98 1,000 29.6250 26-Mar-98 31-Mar-98 2,000 30.1875 20-Mar-98 25-Mar-98 1,500 27.5625 16-Apr-98 21-Apr-98 2,000 30.2500 19-Mar-98 24-Mar-98 3,000 29.0000 18-Mar-98 23-Mar-98 2,000 30.3750 23-Mar-98 26-Mar-98 1,000 30.3125 19-Mar-98 24-Mar-98 2,000 30.1875 20-Mar-98 25-Mar-98 1,000 29.7500 31-Mar-98 3-Apr-98 1,000 29.2500 3-Apr-98 8-Apr-98 1,000 28.7500 3-Apr-98 7-Apr-98 500 30.1250 30-Mar-98 2-Apr-98 700 30.1250 30-Mar-98 2-Apr-98 1,250 29.6250 17-Mar-98 20-Mar-98 13,500 29.4020 17-Mar-98 20-Mar-98 9,000 29.4020 17-Mar-98 20-Mar-98 1,000 29.4020 17-Mar-98 20-Mar-98 250 29.4020 17-Mar-98 20-Mar-98 2,000 29.4020 17-Mar-98 20-Mar-98 500 29.4020 17-Mar-98 20-Mar-98 1,000 29.4020 17-Mar-98 20-Mar-98 500 29.3750 17-Mar-98 20-Mar-98 2,000 29.5625 6-Apr-98 9-Apr-98 700 29.1875 17-Mar-98 20-Mar-98 6,000 29.5625 6-Apr-98 9-Apr-98 500 29.6250 27-Mar-98 1-Apr-98 2,160 27.8125 16-Apr-98 21-Apr-98 4,000 28.0625 15-Apr-98 20-Apr-98 500 29.3125 17-Mar-98 20-Mar-98 300 29.0694 17-Mar-98 20-Mar-98 300 29.0694 17-Mar-98 20-Mar-98 300 29.0694 17-Mar-98 20-Mar-98 100 29.0694 17-Mar-98 20-Mar-98 300 29.0694 17-Mar-98 20-Mar-98 400 29.0694 17-Mar-98 20-Mar-98 200 29.0694 17-Mar-98 20-Mar-98 300 29.0694 17-Mar-98 20-Mar-98 200 29.0694 17-Mar-98 20-Mar-98 350 29.0694 17-Mar-98 20-Mar-98 500 29.0694 17-Mar-98 20-Mar-98 1,000 29.8750 1-Apr-98 6-Apr-98 320 30.0625 20-Mar-98 25-Mar-98 140 29.2500 7-Apr-98 13-Apr-98 4,500 30.0000 20-Mar-98 25-Mar-98 250 30.0000 20-Mar-98 25-Mar-98 500 29.3750 8-Apr-98 14-Apr-98 500 29.3750 17-Mar-98 20-Mar-98 Purchases Sales Price Trade Date Settlement Date - ------------------------------------------------------------------- 1,000 29.3750 17-Mar-98 20-Mar-98 150 29.3750 17-Mar-98 20-Mar-98 200 29.3750 17-Mar-98 20-Mar-98 500 29.3750 17-Mar-98 20-Mar-98 500 29.3750 17-Mar-98 20-Mar-98 300 29.3750 17-Mar-98 20-Mar-98 500 29.3750 17-Mar-98 20-Mar-98 200 29.3750 17-Mar-98 20-Mar-98 200 29.3750 17-Mar-98 20-Mar-98 200 29.3750 17-Mar-98 20-Mar-98 750 29.3750 17-Mar-98 20-Mar-98 500 29.3750 17-Mar-98 20-Mar-98 1,000 29.3750 17-Mar-98 20-Mar-98 200 28.1250 15-Apr-98 15-Apr-98 5,000 29.6875 26-Mar-98 31-Mar-98 400 29.3750 17-Mar-98 20-Mar-98 200 30.1250 31-Mar-98 3-Apr-98 450 29.6250 3-Apr-98 8-Apr-98 250 29.0000 18-Mar-98 23-Mar-98 500 30.0000 2-Apr-98 7-Apr-98 500 30.5000 23-Mar-98 26-Mar-98 200 30.5000 23-Mar-98 26-Mar-98 500 30.5000 23-Mar-98 26-Mar-98 500 30.5000 23-Mar-98 26-Mar-98 400 30.5000 23-Mar-98 26-Mar-98 500 30.5000 23-Mar-98 26-Mar-98 500 30.5000 23-Mar-98 26-Mar-98 6,000 28.5625 14-Apr-98 17-Apr-98 14,000 29.0000 18-Mar-98 23-Mar-98 500 29.6875 30-Mar-98 2-Apr-98 7,500 29.5625 30-Mar-98 2-Apr-98 1,500 30.2500 24-Mar-98 27-Mar-98 5,000 28.5000 14-Apr-98 17-Apr-98 3,300 28.6875 14-Apr-98 17-Apr-98 1,700 28.4375 14-Apr-98 17-Apr-98