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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2004
POLO RALPH LAUREN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-13057 13-2622036
(State or other jurisdiction of (Commission (IRS Employer
incorporation) No.) File Number) Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 318-7000
NOT APPLICABLE
(Former name or former address, if changed since last report)
2
ITEM 2. ACQUISITION OF ASSETS.
On July 2, 2004 (the "CLOSING DATE"), Polo Ralph Lauren Corporation, a
Delaware corporation (the "REGISTRANT"), closed its acquisition of certain of
the assets and assumption of certain of the liabilities of RL Childrenswear
Company, LLC, a Maryland limited liability company (the "LICENSEE"), relating to
the Licensee's Polo Ralph Lauren licensed childrenswear apparel business in the
United States, Canada and Mexico (the "CHILDRENSWEAR BUSINESS"). Prior to the
closing, the Licensee held the exclusive license to design, manufacture,
merchandise and sell Polo Ralph Lauren newborn, infant, toddler, and girls and
boys apparel in the United States, Canada and Mexico.
The purchase price for the acquisition of the Childrenswear Business
consisted of approximately $240 million, which was paid in cash at closing,
subject to a working capital adjustment, plus up to an additional $20 million of
deferred and contingent cash payments to be paid over the three year period
following the Closing Date. In addition, the Registrant has assumed certain
ordinary course trade payables and accrued expenses of the Licensee. The
acquisition was the result of an arm's length negotiated transaction pursuant to
an Asset Purchase Agreement, dated May 25, 2004, by and among the Registrant,
the Licensee and for specified purposes set forth therein, certain of the
Licensee's affiliates and shareholders.
The assets of the Licensee used in the operation of the Childrenswear
Business acquired by the Registrant include, among other things, the license
granted by the Registrant to the Licensee relating to the Childrenswear
Business; all inventories of the Licensee; certain leases; customer lists;
supplier lists; and books and records. The Registrant intents to continue to use
such assets to operate the Childrenswear Business following the Closing Date.
A copy of the press release issued by the Registrant concerning the
closing of the foregoing acquisition is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The financial statements required to be filed with this Current
Report on Form 8-K are not included in this Current Report and will be filed by
amendment as soon as practicable but not later than sixty (60) days from the
date this Current Report was required to be filed.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release of Polo Ralph Lauren
Corporation, dated July 6, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POLO RALPH LAUREN CORPORATION
By: /s/ Gerald M. Chaney
---------------------------------------
Name: Gerald M. Chaney
Title: Senior Vice President of Finance
and Chief Financial Officer
Date: July 6, 2004
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press Release of Polo Ralph Lauren Corporation,
dated July 6, 2004.
EXHIBIT 99.1
------------
Polo Ralph Lauren Corporation (ticker: RL, exchange: New York Stock Exchange)
News Release -5/26/04
- --------------------------------------------------------------------------------
Investor Contact: Denise Gillen 212-318-7516
Media Contact: Erin Moore 212-318-7402
POLO RALPH LAUREN COMPLETES TRANSACTION TO ACQUIRE CHILDRENSWEAR LICENSEE
NEW YORK (July 6, 2004) - Polo Ralph Lauren Corporation (NYSE:RL) today
announced that on July 2, 2004, it completed the acquisition of certain assets
of RL Childrenswear Company LLC, its licensee for childrenswear in the United
States, Canada and Mexico.
The purchase is a cash transaction for approximately $240 million with
contingent and deferred payments, not to exceed $20 million, over the next three
years. As previously announced, the transaction is expected to be neutral to
Polo Ralph Lauren's earnings in Fiscal 2005, after taking into account the
elimination of licensing royalties from the children's business upon closure of
the transaction. The Company expects wholesale revenues in the first full year
of operation in Fiscal 2006 to be more than $200 million with earnings per share
expected to be accretive in the range of $0.15 to $0.20.
THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME BY REPRESENTATIVES
OF THE COMPANY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS" CONCERNING
EXPECTATIONS FOR SALES, STORE OPENINGS, GROSS MARGINS, EXPENSES AND EARNINGS.
ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
MATERIALLY DIFFER INCLUDE, AMONG OTHERS, CHANGES IN THE COMPETITIVE MARKETPLACE,
INCLUDING THE INTRODUCTION OF NEW PRODUCTS OR PRICING CHANGES BY OUR
COMPETITORS, CHANGES IN THE ECONOMY AND OTHER EVENTS LEADING TO A REDUCTION IN
DISCRETIONARY CONSUMER SPENDING; RISKS ASSOCIATED WITH THE COMPANY'S DEPENDENCE
ON SALES TO A LIMITED NUMBER OF LARGE DEPARTMENT STORE CUSTOMERS, INCLUDING
RISKS RELATED TO EXTENDING CREDIT TO CUSTOMERS; RISKS ASSOCIATED WITH THE
COMPANY'S DEPENDENCE ON ITS LICENSING PARTNERS FOR A SUBSTANTIAL PORTION OF ITS
NET INCOME AND RISKS ASSOCIATED WITH A LACK OF OPERATIONAL AND FINANCIAL CONTROL
OVER LICENSED BUSINESSES; RISKS ASSOCIATED WITH CHANGES IN SOCIAL, POLITICAL,
ECONOMIC AND OTHER CONDITIONS AFFECTING FOREIGN OPERATIONS OR SOURCING
(INCLUDING FOREIGN EXCHANGE FLUCTUATIONS)AND THE POSSIBLE ADVERSE IMPACT OF
CHANGES IN IMPORT RESTRICTIONS; RISKS ASSOCIATED WITH UNCERTAINTY RELATING TO
THE COMPANY'S ABILITY TO IMPLEMENT ITS GROWTH STRATEGIES AS WELL AS THE OTHER
RISK FACTORS SET FORTH IN THE COMPANY'S FORM 10-K, 10-Q AND 8-K REPORTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT
SUBSEQUENT EVENTS OR CIRCUMSTANCES.
Polo Ralph Lauren Corporation is a leader in the design, marketing and
distribution of premium lifestyle products in four categories: apparel, home,
accessories and fragrances. For more than 35 years, Polo's reputation and
distinctive image have been consistently developed across an expanding number of
products, brands and international markets. The Company's brand names, which
include "Polo", "Polo by Ralph Lauren", "Ralph Lauren Purple Label", "Polo
Sport", "Ralph Lauren", "Blue Label", "Lauren", "Polo Jeans Co.", "RL", "Chaps",
and "Club Monaco" among others, constitute one of the world's most widely
recognized families of consumer brands. For more information, go to
http://investor.polo.com.