<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
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)
June 30, 2000
-------------------------------------------------------------------------------
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
Page 1 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
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-WC-OO
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
2,751,314
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
2,751,314
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,751,314
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
42.3% (23.4% 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
BD-PN-IA
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Page 2 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Source of Funds
AF-OO
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
2,751,314
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
2,751,314
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,751,314
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
42.3% (23.4% 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
HC-CO
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Page 3 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
21,458,715
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
21,458,715
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,458,715
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
40.9% (22.1% 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
PN
------------------------------------------------------------------------------
Page 4 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Advisors, L.L.C.
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
21,458,715
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
21,458,715
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,458,715
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
40.9% (22.1% 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
OO
------------------------------------------------------------------------------
Page 5 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
616,607
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
616,607
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
616,607
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.9% (0.6% 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
------------------------------------------------------------------------------
Page 6 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
645,657
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
645,657
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
645,657
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.0% (0.7% 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
------------------------------------------------------------------------------
Page 7 of 29 pages
<PAGE>
-----------------------
CUSIP No. 731572103
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 1994, L.L.C.
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
7. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
8. Shared Voting Power
Beneficially
1,262,264
Owned by
----------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
10. Shared Dispositive Power
With:
1,262,264
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,262,264
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
3.9% (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
OO
------------------------------------------------------------------------------
Page 8 of 29 pages
<PAGE>
AMENDMENT NO. 2 TO
SCHEDULE 13D
RELATING TO THE CLASS A COMMON STOCK OF
POLO RALPH LAUREN CORPORATION
GS Capital Partners, L.P. ("GS Capital"), 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"), GS Advisors,
L.L.C. ("GS Advisors"), Stone Street 1994, L.L.C. ("Stone GP"), Goldman, Sachs &
Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group" and,
together with Goldman Sachs, GS Advisors, Stone GP 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"), as most recently amended by Amendment No. 1 thereto filed April 23,
1998 (as amended, the "Schedule 13D"). 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 No. 2 is being filed to report an increase in the percentage
of the outstanding Class A Common Stock which may be deemed to be beneficially
owned by the Filing Persons, which change was solely as a result of a decrease
in the number of shares of Class A Common Stock reported to be outstanding by
the Company.
------------------
/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.
Page 9 of 29 pages
<PAGE>
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background.
------------------------
GS Capital, a Delaware limited partnership, was formed for the purpose of
investing in equity and equity-related securities primarily acquired or issued
in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, a Delaware limited liability company and the
successor by merger to GS Advisors, L.P., is the sole general partner of GS
Capital. Stone Street and Bridge Street, each a Delaware limited partnership,
were formed for the purpose of investing in equity and equity-related securities
primarily acquired or issued in leveraged acquisitions, reorganizations and
other private equity transactions and in other financial instruments. Stone GP,
a Delaware limited liability company and the successor by merger to Stone Street
Funding Corp., is the sole general partner of Stone Street and the sole managing
general partner of Bridge Street. Goldman Sachs, a New York limited partnership,
is an investment banking firm and a member of the New York Stock Exchange, Inc.
and other national exchanges. Goldman Sachs is a wholly owned direct and
indirect subsidiary of GS Group. Goldman Sachs also serves as the investment
manager for GS Capital and is the manager of GS Advisors and Stone GP. As of May
7, 1999, The Goldman Sachs Group, L.P. was merged with and into GS Group, with
GS Group as the surviving entity. GS Group is a Delaware corporation and a
holding company that (directly or indirectly through subsidiaries or affiliated
companies or both) is a leading investment banking organization. The principal
business address of each Filing Person is 85 Broad Street, New York, NY 10004.
The name, business address and present principal occupation or employment
and citizenship of each director of GS Group are set forth in the amended
Schedule I hereto, to read in its entirety as attached hereto, and are
incorporated herein by reference. The name, business address, present principal
occupation or employment and citizenship of each executive officer of GS
Advisors are set forth in Schedule II-A-i hereto, to read in its entirety as
attached hereto, and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
member of the Principal Investment Area Investment Committee of Goldman Sachs,
which is responsible for making all investment and management decisions for GS
Advisors on behalf of Goldman Sachs, are set forth in Schedule II-A-ii hereto,
to read in its entirety as attached hereto, and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each executive officer of Stone GP are set forth
in Schedule II-B-i hereto, to read in its entirety as attached hereto, and are
incorporated herein by reference. The name, business address, present principal
occupation or employment and citizenship of each member of the Stone Street
Investment Committee of Goldman Sachs, which is responsible for making all
investment and management decisions for Stone GP on behalf of Goldman Sachs, are
set forth in Schedule II-B-ii hereto, to read in its entirety as attached
hereto, and are incorporated herein by reference.
During the last five years, none of the Filing Persons, or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule
I, II-A-i, II-A-ii, II-B-i or II-B-ii hereto, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) except as set forth in Schedule III hereto, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
The Filing Persons have entered into a Joint Filing Agreement, dated as of
July 7, 2000, a copy of which is attached as an exhibit hereto.
Page 10 of 29 pages
<PAGE>
Item 3 is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Schedule IV sets forth transactions in the Class A Common Stock which were
effected during the period from May 1, 2000 through July 3, 2000, 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 and in the over-the-counter market. The
total consideration (exclusive of commissions) for the shares of Class A Common
Stock purchased during this period was approximately $194,381.06. Funds for the
purchase of shares of Class A Common Stock held in Managed Accounts came from
client funds.
Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) As of July 3, 2000, each of GS Capital and GS Advisors may be deemed to
have beneficially owned 21,458,715 shares of Class A Common Stock, representing
approximately 40.9% of the outstanding shares of Class A Common Stock reported
to be outstanding as of June 22, 2000 as reported in the Company's Annual Report
on Form 10-K for the period ended April 1, 2000 (the "10-K"), 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 Stock. Assuming all
outstanding shares of Class B Common Stock and Class C Common Stock were
converted into shares of Class A Common Stock, each of GS Capital and GS
Advisors would have been deemed to have beneficially owned, as of July 3, 2000,
approximately 22.1% of the outstanding shares of Class A Common Stock.
As of July 3, 2000, Stone Street may be deemed to have beneficially owned
616,607 shares of Class A Common Stock, representing approximately 1.9% of the
outstanding shares of Class A Common Stock reported to be outstanding in the
10-K, 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 Stock. 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 been deemed to have beneficially owned, as of July 3, 2000,
approximately 0.6% of the outstanding shares of Class A Common Stock.
As of July 3, 2000, Bridge Street may be deemed to have beneficially owned
645,657 shares of Class A Common Stock, representing approximately 2.0% of the
outstanding shares of Class A Common Stock reported to be outstanding in the
10-K, 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 Stock. 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 been deemed to have beneficially owned, as of July 3, 2000,
approximately 0.7% of the outstanding shares of Class A Common Stock.
As of July 3, 2000, Stone GP, 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, representing
approximately 3.9% of the outstanding shares of Class A Common Stock reported to
be outstanding in the 10-K, 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 Stock. Assuming all
outstanding shares of Class B Common Stock and Class C Common Stock were
converted into shares of Class A Common Stock, Stone GP would have been deemed
to have beneficially owned, as of July 3, 2000, approximately 1.3% of the
outstanding shares of Class A Common Stock.
Page 11 of 29 pages
<PAGE>
As of July 3, 2000, each of Goldman Sachs and GS Group may be deemed to
have beneficially owned an aggregate of 22,751,314 shares of Class A Common
Stock, including (i) 22,720,979 shares of Class A Common Stock which may be
deemed to have been beneficially owned by the Limited Partnerships as described
above, (ii) 1,900 shares of Class A Common Stock acquired by Goldman Sachs in
ordinary course trading activities, and (iii) 28,435 shares of Common Stock held
in Managed Accounts, representing in the aggregate approximately 42.3% of the
shares of Class A Common Stock reported to be outstanding in the 10-K, assuming
that all of the shares of Class C Common Stock owned by the Limited Partnerships
were converted into shares of Class A Common Stock. 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
have been deemed to have beneficially owned, as of July 3, 2000, approximately
23.4% of the outstanding shares of Class A Common Stock. Goldman Sachs and GS
Group each disclaim beneficial ownership of (i) the shares of Class A Common
Stock which may be deemed to have been 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-i, II-A-ii, II-B-i or
II-B-ii hereto, may be deemed to have beneficially owned any shares of Class A
Common Stock as of July 3, 2000, other than as set forth herein.
(c) Schedule IV sets forth transactions in the Class A Common Stock which
were effected during the period from May 1, 2000 through July 3, 2000, 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 and in the over-the-counter market. The
total consideration (exclusive of commissions) for the shares of Class A Common
Stock purchased during this period was approximately $194,381.06.
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-i, II-B-i or II-B-ii
hereto, during the period from May 1, 2000 through July 3, 2000.
Page 12 of 29 pages
<PAGE>
Item 7 is hereby amended as follows:
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated July 7, 2000, between Goldman,
Sachs & Co., The Goldman Sachs Group, Inc., GS Capital
Partners, L.P., GS Advisors, L.L.C., Stone Street Fund 1994,
L.P., Bridge Street Fund 1994, L.P. and Stone Street 1994,
L.L.C.
99.2 Power of Attorney, dated December 21, 1998, relating to
Goldman, Sachs & Co.
99.3 Power of Attorney, dated May 7, 1999, relating to The Goldman
Sachs Group, Inc.
99.4 Power of Attorney, dated January 31, 2000, relating to GS
Capital Partners, L.P.
99.5 Power of Attorney, dated February 1, 2000, relating to GS
Advisors, L.L.C.
99.6 Power of Attorney, dated December 16, 1999, relating to Stone
Street Fund 1994, L.P.
99.7 Power of Attorney, dated December 16, 1999, relating to
Bridge Street Fund 1994, L.P.
99.8 Power of Attorney, dated December 16, 1999, relating to Stone
Street 1994, L.L.C.
Page 13 of 29 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: July 7, 2000
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P. GS ADVISORS, L.L.C.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1994, L.P. BRIDGE STREET FUND 1994, L.P.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1994, L.L.C.
By:/s/ Roger S. Begelman
---------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 14 of 29 pages
<PAGE>
SCHEDULE I
----------
<TABLE>
The name of each director of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below except John L. Thornton, Sir John Browne,
James A. Johnson, John H. Bryan and Ruth J. Simmons is 85 Broad Street, New York, NY 10004. The
business address of John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. The business
address of Sir John Browne is BP Amoco plc, Brittanic House, 1 Finsbury Circus, London EC2M,
England. The business address of James A. Johnson is Fannie Mae, 3900 Wisconsin Avenue NW,
Washington, D.C. 20016. The business address of John H. Bryan is Three First National Plaza,
Chicago, IL 60602-4260. The business address of Ruth J. Simmons is Office of the President,
Smith College, College Hall Room 20, Northhampton, MA 01063. Each person is a citizen of the
United States of America except for Sir John Browne, who is a citizen of the United Kingdom.
The present principal occupation or employment of each of the listed persons is set forth below.
<CAPTION>
Name Present Principal Occupation
-------------------------------------------------------------------------------------------------
<S> <C>
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
John A. Thain President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
Sir John Browne Group Chief Executive of BP Amoco plc
James A. Johnson Chairman of the Executive Committee of the Board of Fannie Mae
John H. Bryan Chairman and Chief Executive Officer of Sara Lee Corporation
Ruth J. Simmons President of Smith College
John L. Weinberg Senior Chairman of The Goldman Sachs Group, Inc.
</TABLE>
Page 15 of 29 pages
<PAGE>
SCHEDULE II-A-i
---------------
<TABLE>
The name, position and present principal occupation of each executive officer of GS Advisors, L.L.C., the
sole general partner of GS Capital Partners, L.P., are set forth below.
The business address for all the executive officers listed below except Barry S. Volpert is 85 Broad
Street, New York, New York 10004. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A 2BB,
England.
All executive officers listed below are United States citizens.
<CAPTION>
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Patrick P. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Sarah Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine L. Nissenbaum Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
Page 16 of 29 pages
<PAGE>
SCHEDULE II-A-ii
----------------
<TABLE>
The name and principal occupation of each member of the Principal Investment Area Investment Committee of
Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Advisors, L.L.C., are
set forth below.
The business address for each member listed below except Gene T. Sykes, Richard S. Sharp, Barry S.
Volpert, Scott B. Kapnick and Antoine L. Schwartz is 85 Broad Street, New York, New York 10004. The business
address of Gene T. Sykes is 2765 Sand Hill Road, Menlo Park, CA 94025. The business address of Richard S.
Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L. Schwartz is 133 Fleet Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp, Sanjeev K. Mehra and Antoine L. Schwartz are United
States citizens. Richard S. Sharp is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India
and Antoine L. Schwartz is a citizen of France.
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Scott B. Kapnick Managing Director of Goldman Sachs International
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
</TABLE>
Page 17 of 29 pages
<PAGE>
SCHEDULE II-B-i
---------------
<TABLE>
The name, position and present principal occupation of each executive officer of Stone Street 1994, L.L.C.,
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 listed below is 85 Broad Street, New York, New York
10004.
All executive officers listed below except Sanjeev K. Mehra are United States citizens. Sanjeev K. Mehra is a
citizen of India.
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Peter M. Sacerdote President Advisory Director of Goldman, Sachs & Co.
David J. Greenwald Vice President Managing Director of Goldman, Sachs & Co.
Esta E. Stecher Vice President Managing Director of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Patrick P. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Sarah Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine L. Nissenbaum Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
Page 18 of 29 pages
<PAGE>
SCHEDULE II-B-ii
----------------
<TABLE>
The name and principal occupation of each member of the Stone Street Investment Committee of Goldman,
Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing Stone Street 1994, L.L.C., are
set forth below.
The business address for each member listed below is 85 Broad Street, New York, New York 10004.
All members listed below except Sanjeev K. Mehra are United States citizens. Sanjeev K. Mehra is a citizen
of India.
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
</TABLE>
Page 19 of 29 pages
<PAGE>
SCHEDULE III
------------
On April 6, 2000, in connection with an industry-wide investigation by the
Securities and Exchange Commission (the "SEC") relating to the pricing of
government securities in advance refunding transactions, Goldman, Sachs & Co.
(the "Firm") joined in a global settlement resolving the SEC investigation as
well as a related qui tam lawsuit purportedly brought on behalf of the United
States entitled United States ex rel. Lissack v. Goldman, Sachs & Co., et al.,
95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the settlement, without admitting or
denying the findings, the Firm consented to the issuance of an SEC
administrative order (SEA Rel. No. 42640) which, among other things, found that
the Firm had violated Sections 17(a)(2) and (3) of the Securities Act of 1933 in
connection with such pricing of government securities, required the Firm to
cease and desist from violating such provisions, and ordered the Firm to make
payments totaling approximately $5.1 Million to the U.S. Treasury and $104,000
to two municipalities. Under the global settlement, the qui tam lawsuit was
dismissed with prejudice, and the Internal Revenue Service agreed not to
challenge the tax-free nature of the refundings by virtue of the pricing of such
securities.
Page 20 of 29 pages
<PAGE>
SCHEDULE IV
-----------
Polo Ralph Lauren Corporation
Cusip No. 731572103
Purchases Sales Price Trade Date Settlement Date
--------------------------------------------------------------------------------
8,650 13.3958 26-May-00 1-Jun-00
5,900 13.3199 30-May-00 2-Jun-00
4,600 14.2500 31-May-00 5-Jun-00
6,400 13.9632 22-Jun-00 27-Jun-00
4,350 15.4291 3-Jul-00 7-Jul-00
100 14.0625 22-Jun-00 27-Jun-00
1,000 16.5250 1-May-00 4-May-00
1,300 16.4423 16-May-00 19-May-00
500 14.8750 27-Jun-00 30-Jun-00
150 16.3750 1-May-00 4-May-00
150 16.3750 1-May-00 4-May-00
150 16.3750 1-May-00 4-May-00
Page 21 of 29 pages
<PAGE>
Exhibit (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13D (including any and all amendments thereto) with respect to the
Class A Common Stock, $0.01 par value per share, of Polo Ralph Lauren
Corporation and further agree that this Joint Filing Agreement be included as an
Exhibit thereto. In addition, each party to this Agreement expressly authorizes
each other party to this Agreement to file on its behalf any and all amendments
to such Statement.
Date: July 7, 2000
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P. GS ADVISORS, L.L.C.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1994, L.P. BRIDGE STREET FUND 1994, L.P.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1994, L.L.C.
By:/s/ Roger S. Begelman
---------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 22 of 29 pages
<PAGE>
Exhibit (99.2)
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Page 23 of 29 pages
<PAGE>
Exhibit (99.3)
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of May 7, 1999.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Robert J. Katz
---------------------------------
Name: Robert J. Katz
Title: Executive Vice President and General Counsel
Page 24 of 29 pages
<PAGE>
Exhibit (99.4)
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 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 Janaury 31, 2000.
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 25 of 29 pages
<PAGE>
Exhibit (99.5)
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 1, 2000.
GS ADVISORS, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 26 of 29 pages
<PAGE>
Exhibit (99.6)
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 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 December 16, 1999.
STONE STREET FUND 1994, L.P.
By: Stone Street 1994, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 27 of 29 pages
<PAGE>
Exhibit (99.7)
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 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 December 16, 1999.
BRIDGE STREET FUND 1994, L.P.
By: Stone Street 1994, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 28 of 29 pages
<PAGE>
Exhibit (99.8)
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 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 December 16, 1999.
STONE STREET 1994, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 29 of 29 pages
