SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 7, 2000
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Date of Report (Date of earliest event reported)
POLO RALPH LAUREN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 Madison Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
(212) 318-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On February 7, 2000, Polo Ralph Lauren corporation, a Delaware corporation,
National Broadcasting Company, Inc., a Delaware corporation, ValueVision
International, Inc., a Minnesota corporation, CNBC.com LLC, a Delaware
limited liability company, and NBC Internet, Inc., a Delaware corporation,
established a new joint venture limited liability company called Ralph Lauren
Media, LLC. A copy of the joint press release issued on February 7, 2000, is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statement and Exhibits.
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The following exhibit is filed with this report:
Exhibit Number Description
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99.1 Joint press release, issued February 7, 2000,
regarding the formation of Ralph Lauren Media, LLC.
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SIGNATURE
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
/s/ Victor Cohen
Name: Victor Cohen
Title: Senior Vice President
Dated: February 9, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Joint press release, issued February 7, 2000.
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FOR IMMEDIATE RELEASE
Polo Ralph Lauren, NBC and its Affiliated Companies Form Ralph Lauren Media
to Bring American Lifestyle Experience to Consumers Through Multi-Media
Combines Strengths of Global Polo Brand With
Powerhouse Integrated Media Companies NBC, ValueVision and NBCi
Joint Venture's First Consumer Offering is American Lifestyle Destination,
Polo.com
New York, New York -February 7, 2000 -Polo Ralph Lauren (NYSE: RL), NBC and
two of NBC's affiliated companies -ValueVision International, Inc. (Nasdaq:
VVTV) and NBC Internet, Inc. (Nasdaq: NBCI) -today announced the formation of
Ralph Lauren Media, a new and separate company that will bring the Polo Ralph
Lauren American lifestyle experience to consumers via multiple media
platforms, including the Internet, broadcast, cable and print.
Ralph Lauren Media will leverage the enormous global brand equity established
by both Polo Ralph Lauren and NBC, targeting a broad demographic that both
companies share to create a new, media company. Ralph Lauren Media will
provide consumers new ways to experience Polo Ralph Lauren's American
lifestyle using the NBC family of companies' high quality content, broad-
reaching distribution platforms and online expertise.
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The new Company's premier initiative will be Polo.com, a destination site
dedicated to the American lifestyle that will include original content,
commerce and a strong community component. Polo.com, is expected to launch
in the fourth quarter of 2000 and will initially include an assortment of
men's, women's and children's products across the Ralph Lauren family of
brands as well as unique gift items. Polo.com will also receive anchor
shopping tenancies on NBCi's Snap portal service. ValueVision will provide
fulfillment and customer service for the venture.
"What began as a tie 33 years ago has grown into an entire world and
lifestyle that has redefined how American style and quality is perceived.
Polo has always been in the business of selling quality products by telling
stories and inviting our consumers to be part of a dream," said Ralph Lauren,
Founder, Chairman and Chief Executive Officer of Polo Ralph Lauren. "We were
the first to create lifestyle advertisements that tell a story. We were the
first to create stores that enabled our consumers to interact with that
lifestyle. Together with NBC and its affiliated companies we are creating
another first; a next generation media company that delivers an even richer
consumer experience without boundaries."
"Polo Ralph Lauren's brands have come to define the American lifestyle for
the world," said Bob Wright, President and CEO of NBC and Chairman of NBCi.
"Polo Ralph Lauren is a terrific partner for NBC -with a very strong brand
identity. As we continue to reach our viewers through network and cable
television and the Internet, our long-term goal is to turn our television
viewers into users and then into buyers through our various related platforms
- - NBC, NBCi and ValueVision. This partnership allows us to leverage our
respective strengths to create and deliver content, community and commerce
through both traditional and new media platforms."
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Ralph Lauren Media
Under the terms of the 30-year joint venture, Ralph Lauren Media will be
owned 50% by Polo Ralph Lauren, 25% by NBC, 12.5% by ValueVision, 10% by NBCi
and 2.5% by CNBC.com. In exchange for their interest in Ralph Lauren Media,
NBC will contribute $110 million of television and online advertising on NBC
and CNBC.com properties, NBCi will contribute $40 million in online
distribution and promotion and ValueVision will contribute a cash funding
commitment up to $50 million. Ralph Lauren Media will be based in New York
City and will be headed by Jeffrey D. Morgan, formerly worldwide publisher of
Men's Health, one of the fastest growing magazines in the world (see today's
separate release). Ralph Lauren Media's managing board will have equal
representation from Polo Ralph Lauren and NBC, including its affiliated
companies.
"Polo Ralph Lauren is the most powerful lifestyle brand in the world and is
best suited to take advantage of this exciting new world of content, commerce
and community," said Jeff Morgan, President and Chief Executive Officer of
Ralph Lauren Media. "By leveraging the media and fulfillment assets of the
NBC group of companies with the Polo Ralph Lauren resources, we will
translate this incredible brand into a dominant force in both the digital and
traditional space."
Polo.com
Polo.com will be the definitive online service to market and sell apparel,
accessories and home products bearing the Polo and Ralph Lauren brands.
Ralph Lauren Media's Polo.com products and services will have unparalleled
support and distribution through Polo Ralph Lauren's store and advertising
network, NBC's "most watched" television network and NBCi's leading presence
on the Web, via anchor shopping tenancies on NBCi's popular Snap Internet
portal as well as promotions on CNBC.com. ValueVision, the fastest growing
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home shopping network, will provide all customer service, distribution and
fulfillment for Ralph Lauren Media on an exclusive basis through dedicated
facilities that are being designed to provide customers with the highest
level of service. ValueVision will be re-launched as SnapTV later this year.
Polo Ralph Lauren's Role
Polo Ralph Lauren will market Polo.com through its annual $100 million print
advertising campaign. In addition, the Company will supply its product at
initial cost of inventory and provide customer service through returns,
exchanges and personal assistance at its 27 full-line retail stores across
the United States. Excess inventory will be managed through the Company's
outlet stores.
NBC and NBCi's Role
NBC has committed to provide Polo.com $100 million in television advertising
on NBC over a five-year period. NBCi has committed $40 million in online
distribution via anchor shopping tenancies in Snap's clothing center and
luxury area, combined with related online marketing and promotion across all
NBCi sites. CNBC.com has also committed $10 million of online advertising.
"The creation of Ralph Lauren Media represents another strong arena in which
NBCi will be able to leverage a globally recognized brand to turn media
audiences into Internet users and buyers, and will also bring our Snap portal
service into the high-end lifestyle market," said Chris Kitze, Chief
Executive Officer of NBCi. "We are proud that Polo Ralph Lauren has allied
with the NBC family to create an integrated media service to offer both
branded content and e-commerce, in a world where the Internet, traditional
media and shopping models continue to converge."
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ValueVision International's Role
ValueVision will provide fulfillment, distribution and customer service for
Polo.com by converting its existing 300,000 square foot Bowling Green,
Kentucky distribution center into a dedicated state-of-the-art facility for
Polo.com. ValueVision will also commit to provide Polo.com with up to $50
million of capital to fund start-up costs.
"ValueVision is excited to be playing an integral role in Ralph Lauren
Media," said Stuart Goldfarb, Vice Chairman of ValueVision. "This company
builds on Polo Ralph Lauren's legacy of creating brands of the highest
quality recognized worldwide and excellent customer service is at its core.
ValueVision's fulfillment capabilities will be a critical component driving
the success of this venture. Furthermore, Ralph Lauren Media represents the
prime example of ValueVision's core strategy--integrating dominant retail
brands with leading television, Internet, and transactional platforms."
About Polo Ralph Lauren
Polo Ralph Lauren Corporation (NYSE: RL) is a leader in the design, marketing
and distribution of premium lifestyle products in four categories: apparel,
home, accessories, and fragrances. For more than 30 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 by Ralph Lauren", "Polo Sport Ralph Lauren",
"Ralph Lauren Collection", "Ralph Lauren Purple Label", "RALPH by Ralph
Lauren", "Lauren by Ralph Lauren", "Polo Jeans Co. Ralph Lauren", and "Chaps
Ralph Lauren", among others, constitute one of the world's most widely
recognized families of consumer brands. In addition, the Company acquired
Club Monaco, a Canadian-based retailer of fashion-forward styles in April
1999.
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About NBC
NBC is a global media company with broadly diverse holdings. NBC owns and
operates the NBC Television Network as well as thirteen television stations.
In the United States, NBC owns CNBC, operates MSNBC in partnership with
Microsoft, and maintains equity interests in Arts & Entertainment and The
History Channel. NBC also has an equity stake in Rainbow Programming
Holdings, a leading media company with a wide array of entertainment and
sports cable channels, including the Madison Square Garden network, and
ValueVision International.
NBC is the leader among traditional media companies in Internet and new media
business. NBC owns 47 percent of NBC Internet Inc. (NBCi), serving as the
media company's exclusive Internet portal and broad-based e-commerce service.
NBC also holds equity stakes in CNET, Talk City, iVillage, Telescan, 24/7
Media, TiVo, Wink Communications, Gemstar, Intertainer and other new media
companies. Also, together with Microsoft and Dow Jones, NBC operates
CNBC/Dow Jones Business Video, offering video- and audio-based financial news
an information to financial professionals and institutions. Internationally,
NBC owns and operates CNBC: A Service of NBC and Dow Jones in partnership
with Dow Jones & Company in Europe and Asia. In partnership with National
Geographic and Fox/BSkyB, the network owns and operates the National
Geographic Channel in Europe and Asia. Members of the media can get more
information about NBC and its programming on the NBC Media Village Web site
at www.nbcmv.com.
About ValueVision International, Inc.
ValueVision International, Inc. owns and operates the third largest and
fastest growing home shopping network and a companion Internet shopping web
site, both which are being re-branded as SnapTV and SnapTV.com, respectively,
as part of a wide-ranging direct e-commerce strategy the company is pursuing
with NBCi. The moves are expected to position SnapTV and NBCi as the leaders
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in the ongoing convergence of television and the Internet, combining the
promotional and selling power of television with the purely digital world of
e-commerce. ValueVision, which is approximately 39.9% owned by GE Equity and
NBC, offers live programming 24 hours a day, 7 days a week. As of
October 31, 1999, approximately 31 million homes are able to receive the
company's programming on either a full-time or part-time basis. For
additional information on ValueVision, please visit the company's web site at
http://www.vvtv.com.
About NBC Internet, Inc. (NBCi)
NBC Internet, Inc. (NBCi), a branded global integrated media company,
commenced operations in November 1999. NBCi integrates major media
platforms, including Internet, broadcast and cable television and radio, to
deliver powerful ways for partners to connect with users and customers.
NBCi's flagship consumer Web site, Snap (www.snap.com), provides a
comprehensive online experience to users worldwide via Internet search &
directory, community, shopping, e-commerce, multimedia and entertainment
services across all bandwidths.
NBCi was created through the combination of Snap, XOOM.com, NBC.com, NBC
Interactive Neighborhood, VideoSeeker and a 10 percent equity stake in
CNBC.com. NBC Internet publicly trades under the ticker NBCI on The Nasdaq
Stock Market (Registered Trademark). NBC, a subsidiary of General Electric
(NYSE: GE), holds a 47 percent ownership stake in NBCi and brings to the
venture the storied heritage of 70 years of branded media and technology
innovations. NBCi is headquartered in San Francisco and has offices in New
York City, Los Angeles, Chicago and Paris, France. For more information about
NBCi and its constituent Internet services, please see the NBCi corporate Web
site at www.nbci.com.
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Polo Ralph Lauren Safe Harbor
Certain statements in this presentation constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
reform Act of 1995. Such forward-looking statements are based on the current
expectations and involve certain risks and uncertainties. Actual results
might differ materially from those projected in the forward-looking
statements. Additional information concerning factors that could cause actual
results to materially differ from those in the forward-looking statements is
contained in the Securities and Exchange Commission filings of the Company.
NBCi Safe Harbor
This press release contains statements that are forward-looking. These
statements are based on NBCi's expectations of its future results as of the
date of this press release. NBCi undertakes no obligation to update these
statements for revisions or changes after the date of this press release.
Actual results may differ materially from those projected because of a number
of risks and uncertainties, including those listed from time to time in NBC
Internet Inc.'s SEC reports, including but not limited to XOOM.com, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998; XOOM.com's
Quarterly Reports on Form 10-Q for the periods ended March 31, 1999, June 30,
1999 and September 30, 1999; and the Registration Statements on Form S-4 and
Form S-1 filed by NBC Internet, Inc., as amended. Important factors that
could cause the results to differ materially from those in any such forward-
looking statements include: NBCi's limited operating history;
unpredictability of its quarter-to-quarter results; its unproven business
model and dependence on members; risks associated with its international
operations; its reliance on a network infrastructure; its dependence on
vendors and suppliers; management of its growth and expansion; risks
associated with brand development; its reliance on advertising revenue;
intense competition with other Web communities and businesses; the risks of
infringement of intellectual property rights; risks associated with
acquisitions; and reliance on strategic relationships.
ValueVision International Safe Harbor
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this news
release contains statements that are forward-looking such as statements
relating to increased revenue and cable home distribution, the Company's
future profitability, entrance into e-commerce, the launching of the
Company's Internet initiative, SnapTV.com, the timing of the SnapTV
rebranding, and the continuing success in developing new strategic alliances
(including the GE Equity and NBC alliance). There are certain important
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factors, such as consumer spending and debt levels, interest rates,
competitive pressure on sales and pricing, and the maintenance of
distribution of the Company's programming that could cause results to differ
materially from those forward-looking statements. Investors are cautioned
that all forward-looking statements involve risks and uncertainty, including
the possibility that revenues and cable distribution will not continually
increase, that gross profit margins will decrease, that e-commerce and the
Company's rebranding to SnapTV will not be successful, and other strategic
alliances (including the GE Equity and NBC alliance) may not result in
increased revenues, earnings, or subscribers. For more information on the
potential factors that could affect the Company's financial results,
investors should refer to the Company's recent filings with the Securities
and Exchange Commission, including the Company's annual report on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K.
Media Contacts For:
Polo Ralph Lauren:
Ann Hance or Jason Thompson, Abernathy MacGregor Group, 212-371-5999,
[email protected] or [email protected]
NBC:
Kassie Canter, Senior Vice President, 212-664-7142, [email protected]
Maria Battaglia, Vice President, 212-664-3457, [email protected]
ValueVision:
Anthony Giombetti, Director of Communications, 612-918-5608,
[email protected]
NBCi:
Robert Silverman, Vice President, 212-664-2756, [email protected]
Investor Contacts For:
Polo Ralph Lauren:
Nancy Murray, Vice President, 212-813-7862, [email protected]
ValueVision:
Nick Vassallo, Director of Financial Reporting, 612-947-5200,
[email protected]
NBCi:
Roger Maes, Director, Corporate Communications, 415-288-2568,
[email protected]
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