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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Polo Ralph Lauren Corporation
(RL)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
January/2000
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[ X ] Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, |
or Beneficially Owned |
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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | | | |
Class A Common Stock | 01/03/00 | S | | 400 | D | $17.75 | 01 | 01 | 01 |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
FORM 4 (continued)
<TABLE>
<CAPTION>
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans-| Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct|
|Price |Trans- |action| or Disposed |Expiration Date |-----------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr| (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------| ------------ |Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code|V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class C Common | | | | | | | | |Class A | | | | | |
Stock | 02 | | | | | | 02 | 02 |Common Stock |02 and 03| | 03 | 03 | 03 |
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</TABLE>
Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners, L.P. ("GSCP"), Bridge
Street Fund 1994, L.P. ("Bridge Street"), Stone Street Fund 1994, L.P. ("Stone
Street"), Stone Street 1994, L.L.C ("Stone 1994 LLC"), GS Advisors, L.L.C. ("GS
Advisors"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group,
Inc. ("GS Group", and together with GSCP, Bridge Street, Stone Street, Stone
1994 LLC, GS Advisors and Goldman Sachs, the "Reporting Persons"). The principal
business address of each of Goldman Sachs, GS Group, GSCP, Bridge Street, Stone
Street, Stone 1994 LLC and GS Advisors is 85 Broad Street, New York, New York
10004.
Explanation of Responses:
01: The shares of Class A Common Stock reported herein as sold were sold and may
be deemed to have been beneficially owned directly by Goldman Sachs. Without
admitting any legal obligation, Goldman Sachs will remit appropriate profits, if
any, to the Company. Goldman Sachs is an indirect wholly-owned subsidiary of GS
Group. Goldman Sachs may be deemed to own beneficially and directly and GS Group
may be deemed to own beneficially and indirectly 1,800 shares of Class A Common
Stock. The Reporting Persons, other than GS Group and Goldman Sachs, disclaim
beneficial ownership of the securities reported herein.
02: Shares of Class C Common Stock are convertible at any time at the option of
the holder into an equal number of shares of Class A Common Stock.
03: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
in the aggregate 22,720,979 shares of Class C Common Stock through GSCP, Bridge
Street and Stone Street (collectively, the "Limited Partnerships") of which
affiliates of Goldman Sachs and GS Group are the general partner or managing
general partner. Goldman Sachs is the investment manager of GSCP. Goldman Sachs
is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group
each disclaim beneficial ownership of the securities reported herein except to
the extent of their pecuniary interest therein.
GSCP may be deemed to own beneficially and directly and its general partner, GS
Advisors, may be deemed to own beneficially and indirectly 21,458,715 shares of
Class C Common Stock. GS Advisors disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest in
such securities.
Bridge Street may be deemed to own beneficially and directly and its managing
general partner, Stone 1994 LLC, may be deemed to own beneficially and
indirectly 645,657 shares of Class C Common Stock. Stone 1994 LLC disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest in such securities.
Stone Street may be deemed to own beneficially and directly and its general
partner, Stone 1994 LLC, may be deemed to own beneficially and indirectly
616,607 shares of Class C Common Stock. Stone 1994 LLC disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest in such securities.
**Signatures:
GS CAPITAL PARTNERS, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS, L.L.C.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
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BRIDGE STREET FUND 1994, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1994, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 1994, L.L.C.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Date: February 10, 2000
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2000.
GS CAPITAL PARTNERS, L.P.
By: GS ADVISORS, L.L.C.
By: s/ Kaca B. Enquist
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KACA B. ENQUIST, Vice President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman,
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, as amended, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 2, 2000.
GS ADVISORS, L.L.C.
By: s/ Kaca B. Enquist
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KACA B. ENQUIST, Vice President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1994, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
STONE STREET FUND 1994, L.P.
By: Stone Street 1994, L.L.C.
By: s/ Kaca B. Enquist
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KACA B. ENQUIST, Vice President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1994, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999
BRIDGE STREET FUND 1994, L.P.
By: Stone Street 1994, L.L.C.
By: s/ Kaca B. Enquist
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KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1994, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 1999.
STONE STREET 1994, L.L.C.
By: s/ Kaca B. Enquist
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KACA B. ENQUIST, Vice President
