UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Polo Ralph Lauren Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
731572 10 3
-----------------------------------------------------------------------
(CUSIP Number)
* 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).
<PAGE>
CUSIP NO. 731572 10 3 13G PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ralph Lauren
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
28,839,036 (including 28,339,036 shares of Class
SHARES B Common Stock, par value $.01 per share,
immediately convertible into an equal number of
BENEFICIALLY shares of Class A Common Stock, and options
representing the right to acquire 500,000 shares
OWNED BY of Class A Common Stock at $26 per share)
EACH 6 SHARED VOTING POWER
14,940,985 (including 14,940,985 shares of Class
B Common Stock, par value $.01 per share,
REPORTING immediately convertible into an equal number of
shares of Class A Common Stock)
PERSON 7 SOLE DISPOSITIVE POWER
28,839,036 (including 28,339,036 shares of Class
B Common Stock, par value $.01 per share,
WITH immediately convertible into an equal number of
shares of Class A Common Stock, and options
representing the right to acquire 500,000 shares
of Class A Common Stock at $26 per share)
8 SHARED DISPOSITIVE POWER
14,940,985 (including 14,940,985 shares of Class
B Common Stock, par value $.01 per share,
immediately convertible into an equal number of
shares of Class A Common Stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,780,021(including 43,280,021 shares of Class B Common Stock, par
value $.01 per share, immediately convertible into an equal number of
shares of Class A Common Stock, and options representing the right to
acquire 500,000 shares of Class A Common Stock at $26 per share)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56.1%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 731572 10 3 13G PAGE 3 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RL Holding, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
0
SHARES 6 SHARED VOTING POWER
13,383,482 (including 13,383,482 shares of Class
B Common Stock, par value $.01 per share,
BENEFICIALLY immediately convertible into an equal number of
shares of Class A Common Stock)
OWNED BY 7 SOLE DISPOSITIVE POWER
0
EACH REPORTING 8 SHARED DISPOSITIVE POWER
13,383,482 (including 13,383,482 shares of Class
B Common Stock, par value $.01 per share,
PERSON WITH immediately convertible into an equal number of
shares of Class A Common Stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,383,482 (including 13,383,482 shares of Class B Common Stock,
par value $.01 per share, immediately convertible into an equal
number of shares of Class A Common Stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.1%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 731572 10 3 13G PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RL Holding Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
0
SHARES 6 SHARED VOTING POWER
13,383,482 (including 13,383,482 shares of Class
B Common Stock, par value $.01 per share,
BENEFICIALLY immediately convertible into an equal number of
shares of Class A Common Stock)
OWNED BY 7 SOLE DISPOSITIVE POWER
0
EACH REPORTING 8 SHARED DISPOSITIVE POWER
13,383,482 (including 13,383,482 shares of Class
B Common Stock, par value $.01 per share,
PERSON WITH immediately convertible into an equal number of
shares of Class A Common Stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,383,482 (including 13,383,482 shares of Class B Common Stock,
par value $.01 per share, immediately convertible into an equal
number of shares of Class A Common Stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.1%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 731572 10 3 13G PAGE 5 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RL Family, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
0
SHARES 6 SHARED VOTING POWER
1,557,503 (including 1,557,503 shares of Class
B Common Stock, par value $.01 per share,
BENEFICIALLY immediately convertible into an equal number of
shares of Class A Common Stock)
OWNED BY 7 SOLE DISPOSITIVE POWER
0
EACH REPORTING 8 SHARED DISPOSITIVE POWER
1,557,503 (including 1,557,503 shares of Class
B Common Stock, par value $.01 per share,
PERSON WITH immediately convertible into an equal number of
shares of Class A Common Stock)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,557,503 (including 1,557,503 shares of Class B Common Stock,
par value $.01 per share, immediately convertible into an equal
number of shares of Class A Common Stock)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
ITEM 1
(A) NAME OF ISSUER
Polo Ralph Lauren Corporation
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
650 Madison Avenue
New York, New York 10022
ITEM 2
(A) NAME OF PERSON FILING
(i) Ralph Lauren
(ii) RL Holding, L.P.
(iii) RL Holding Group, Inc.
(iv) RL Family, L.P.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Polo Ralph Lauren Corporation
650 Madison Avenue
New York, New York 10022
(C) CITIZENSHIP
(i) Ralph Lauren -- United States of America
(ii) RL Holding, L.P. -- Delaware
(iii) RL Holding Group, Inc. -- Delaware
(iv) RL Family, L.P. -- Delaware
(D) TITLE OF CLASS OF SECURITIES
Class A Common Stock, par value $.01 per share
(E) CUSIP NUMBER
731572 10 3
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d)[ ] Investment Company registered under section 8 of the
Investment Company Act
Page 6 of 8 Pages
<PAGE>
(e)[ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f)[ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see ss.
240.13d-1(b)(1)(ii)(F)
(g)[ ] Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h)[ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
ITEM 4 OWNERSHIP
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Pages.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES, CHECK THE FOLLOWING [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10 CERTIFICATION
Not applicable
Page 7 of 8 Pages
<PAGE>
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: February 10, 1998
/s/ Ralph Lauren
--------------------------------------
RALPH LAUREN
RL HOLDING, L.P.
By: RL Holding Group, Inc.,
its General Partner
By: /s/ Ralph Lauren
-------------------------------
Name: Ralph Lauren
Title: Chairman
RL HOLDING GROUP, INC.
By: /s/ Ralph Lauren
-------------------------------
Name: Ralph Lauren
Title: Chairman
RL FAMILY, L.P.
By: /s/ Ralph Lauren
-------------------------------
Name: Ralph Lauren
Title: General Partner
Page 8 of 8 Pages
