<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.1
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)
April 14, 1998
-------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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>
SCHEDULE 13D
CUSIP No. 731572103 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
THE GOLDMAN SACHS GROUP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF-00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 23,122,414
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
23,122,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,122,414
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6% (23.1% 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*
HC-PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 731572103 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR 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-00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 23,122,414
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
23,122,414
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,122,414
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6% (23.1% 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*
BD-PN-IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 731572103 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 21,458,715
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
21,458,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5% (21.4% 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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 731572103 Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, L.P.
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 21,458,715
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
21,458,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,458,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5% (21.4% 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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 731572103 Page 6 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 616,607
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
616,607
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,607
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% (.62% 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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 731572103 Page 7 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 645,657
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
645,657
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,657
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% (.64% 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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 731572103 Page 8 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUNDING CORP.
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,262,264
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,262,264
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,264
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6% (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*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
RELATING TO THE CLASS A COMMON STOCK OF
POLO RALPH LAUREN CORPORATION
GS Capital Partners, L.P. ("GS Capital"), GS Advisors, L.P. ("GS
Advisors"), 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"), Stone Street Funding Corp. ("Funding Corp."), Goldman,
Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group" and,
together with Goldman Sachs, GS Advisors, Funding Corp. 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"). 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 is being filed to report a decrease in the percentage of the
outstanding shares of Common Stock which may be deemed to be beneficially owned
by certain of the Filing Persons resulting from a decrease in the number of
shares held in Managed Accounts.
/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>
ITEM 2 is hereby amended as follows:
ITEM 2. Identity and Background.
-----------------------
ITEM 2 is hereby amended by amending Schedules II-A and II-B hereto, to
read in their entirety as attached hereto.
ITEM 5 is hereby amended as follows:
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of April 17, 1998, GS Capital beneficially owned, and GS Advisors,
L.P. may be deemed to have beneficially owned, 21,458,715 shares of Class A
Common Stock, representing approximately 38.5% of the outstanding shares of
Class A Common Stock reported to be outstanding as of February 10, 1998 (as
reported in the Company's Quarterly Report on Form 10-Q for the period ended
December 27, 1997), 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. Assuming all outstanding shares of Class B Common Stock and
Class C Common Stock were converted into shares of Class A Common Stock, GS
Capital would have beneficially owned, as of April 17, 1998, approximately 21.4%
of the outstanding shares of Class A Common Stock.
As of April 17, 1998, Stone Street beneficially owned 616,607 shares of
Class A Common Stock, representing approximately 1.8% of the outstanding shares
of Class A Common Stock reported to be outstanding as of February 10, 1998 (as
reported in the Company's Quarterly Report on Form 10-Q for the period ended
December 27, 1997), 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. 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 beneficially owned, as of April 17, 1998, approximately .62%
of the outstanding shares of Class A Common Stock.
As of April 17, 1998, Bridge Street beneficially owned 645,657 shares of
Class A Common Stock, reperesenting approximately 1.9% of the outstanding shares
of Class A Common Stock reported to be outstanding as of February 10, 1998 (as
reported in the Company's Quarterly Report on Form 10-Q for the period ended
December 27, 1997), 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. 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 beneficially owned, as of April 17, 1998,
approximately .64% of the outstanding shares of Class A Common Stock.
As of April 17, 1998, Funding Corp., 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 beneficially owned
by Stone Street and Bridge Street, representing approximately 3.6% of the
outstanding shares of Class A Common Stock reported to be outstanding as of
February 10, 1998 (as reported in the Company's Quarterly Report on Form 10-Q
for the period ended December 27, 1997), 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. Assuming that all
outstanding shares of Class B Common Stock and Class C Common Stock were
converted into shares of Class A Common Stock, Funding Corp. would be deemed to
have beneficially owned, as of April 17, 1998, approximately 1.3% of the
outstanding shares of Class A Common Stock.
<PAGE>
As of April 17, 1998, Goldman Sachs and GS Group may be deemed to have
beneficially owned 22,720,979 shares of Class A Common Stock which may be deemed
to have been beneficially owned by the Limited Partnerships as herein described.
In addition, as of April 17, 1998, Goldman Sachs and GS Group beneficially owned
1,000 shares of Class A Common Stock acquired in ordinary course trading
activities, and may be deemed to have beneficially owned 400,435 shares of Class
A Common Stock held in the Managed Accounts. Accordingly, as of April 17, 1998,
Goldman Sachs and GS Group may be deemed to have beneficially owned
approximately 40.6% of the shares of Class A Common Stock reported to be
outstanding as of February 10, 1998 (as reported in the Company's Quarterly
Report on Form 10-Q for the period ended December 27, 1997), assuming that all
of the shares of Class C Common Stock owned by the Limited Partnerships were
converted into shares of Class A Common. 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 be deemed to have
beneficially owned, as of April 17, 1998, approximately 23.1% of the outstanding
shares of Class A Common Stock.
Goldman Sachs and GS Group disclaim beneficial ownership of (i) the
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 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 or II-B hereto,
beneficially owned any shares of Common Stock as of April 17, 1998, other than
as set forth herein.
(b) Each Filing Person shares the power to vote or direct the vote and to
dispose or to direct the disposition of shares of Common Stock beneficially
owned by such Filing Person as indicated in pages 2 through 8 above.
(c) Schedule IV sets forth transactions in the Class A Common Stock which
have been effected during the period from February 13, 1998 through April 17,
1998, 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, the Chicago Stock Exchange, and in
the over-the-counter market. There were no purchases in the Class A Common Stock
effected during this period.
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 or II-B hereto, during
the period from February 13, 1998 through April 17, 1998.
(d) Except for clients of Goldman Sachs who may have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock held in Managed Accounts, no other person is
known by any Filing Person to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock beneficially owned by any Filing Person.
<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.
April 23, 1998
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: Executive Vice President
GS ADVISORS, L.P.
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: President
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
By: GS Advisors, Inc., its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: President
STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its general partner
By: /s/ Richard A. Friedman
----------------------------
Name: Richard A. Friedman
Title: Vice President
BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its managing general partner
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: Vice President
STONE STREET FUNDING CORP.
By: /s/ Richard A. Friedman
---------------------------
Name: Richard A. Friedman
Title: Vice President
<PAGE>
SCHEDULE II-A
-------------
The name, position and present principal occupation of each director and
executive officer of GS Advisors, Inc., the sole general partner of GS Advisors,
L.P., which is the sole general partner of GS Capital Partners, L.P., are set
forth below.
The business address for all the executive officers and directors listed
below except Henry Cornell and Barry S. Volpert is 85 Broad Street, New York,
New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong
Kong. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A
2BB, England.
All executive officers and directors listed below are United States
citizens.
<TABLE>
<CAPTION>
Present Principal
Name Position Occupation
- ----------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Director/President Managing Director of
Goldman, Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of
Goldman, Sachs & Co.
Elizabeth S. Cogan Treasurer Managing Director of
Goldman, Sachs & Co.
Joseph H. Gleberman Director/Vice President Managing Director of
Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of
Goldman, Sachs (Asia) L.L.C
Barry S. Volpert Director/Vice President Managing Director of
Goldman Sachs International
Eve M. Gerriets Vice President/Secretary Vice President of
Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Vice President of
Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President Vice President of
Goldman, Sachs & Co.
</TABLE>
<PAGE>
SCHEDULE II-B
-------------
The name, position and present principal occupation of each director and
executive officer of Stone Street Funding Corp., 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 and directors
listed below is 85 Broad Street, New York, New York 10004.
All executive officers and directors listed below are United States
citizens.
<TABLE>
<CAPTION>
Present Principal
Name Position Occupation
- --------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Director/Vice President Managing Director of
Goldman, Sachs & Co.
Jeffrey B. Goldenberg Director/Vice President Managing Director of
Goldman, Sachs & Co.
William J. McMahon Director/Vice President Vice President of
Goldman, Sachs & Co.
Dinakar Singh Director/Vice President Vice President of
Goldman, Sachs & Co.
Jonathan L. Kolatch Director/Vice President Managing Director of
Goldman, Sachs & Co.
Sanjeev K. Mehra Director/Vice President Managing Director of
Goldman, Sachs & Co.
Eric M. Mindich Director/Vice President/Treasurer Managing Director of
Goldman, Sachs & Co.
Peter G. Sachs Director/Vice President Limited Partner of The
Goldman Sachs Group, L.P.
Glenn R. Fuhrman Director/Vice President Managing Director of
Goldman, Sachs & Co.
Peter M. Sacerdote Director/Chairman/C.E.O./ Limited Partner of The
President Goldman Sachs Group, L.P.
David J. Greenwald Vice President Vice President of
Goldman, Sachs & Co.
Esta E. Stecher Vice President Managing Director of
Goldman, Sachs & Co.
Richard A. Yacenda Vice President Vice President of
Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Eve M. Gerriets Vice President/Secretary Vice President of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President Vice President of
Goldman, Sachs & Co.
</TABLE>
<PAGE>
SCHEDULE IV
Polo Ralph Lauren Corporation
Cusip No. 731572103
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
300 28.5625 14-Apr-98 14-Apr-98
200 29.9460 31-Mar-98 3-Apr-98
500 29.9460 31-Mar-98 3-Apr-98
200 29.9460 31-Mar-98 3-Apr-98
500 29.8125 23-Mar-98 26-Mar-98
1,000 30.1875 20-Mar-98 25-Mar-98
1,000 30.1875 20-Mar-98 25-Mar-98
1,000 30.1875 20-Mar-98 25-Mar-98
1,000 30.0250 23-Mar-98 26-Mar-98
2,000 30.1875 20-Mar-98 25-Mar-98
1,000 29.6250 26-Mar-98 31-Mar-98
2,000 30.1875 20-Mar-98 25-Mar-98
1,500 27.5625 16-Apr-98 21-Apr-98
2,000 30.2500 19-Mar-98 24-Mar-98
3,000 29.0000 18-Mar-98 23-Mar-98
2,000 30.3750 23-Mar-98 26-Mar-98
1,000 30.3125 19-Mar-98 24-Mar-98
2,000 30.1875 20-Mar-98 25-Mar-98
1,000 29.7500 31-Mar-98 3-Apr-98
1,000 29.2500 3-Apr-98 8-Apr-98
1,000 28.7500 3-Apr-98 7-Apr-98
500 30.1250 30-Mar-98 2-Apr-98
700 30.1250 30-Mar-98 2-Apr-98
1,250 29.6250 17-Mar-98 20-Mar-98
13,500 29.4020 17-Mar-98 20-Mar-98
9,000 29.4020 17-Mar-98 20-Mar-98
1,000 29.4020 17-Mar-98 20-Mar-98
250 29.4020 17-Mar-98 20-Mar-98
2,000 29.4020 17-Mar-98 20-Mar-98
500 29.4020 17-Mar-98 20-Mar-98
1,000 29.4020 17-Mar-98 20-Mar-98
500 29.3750 17-Mar-98 20-Mar-98
2,000 29.5625 6-Apr-98 9-Apr-98
700 29.1875 17-Mar-98 20-Mar-98
6,000 29.5625 6-Apr-98 9-Apr-98
500 29.6250 27-Mar-98 1-Apr-98
2,160 27.8125 16-Apr-98 21-Apr-98
4,000 28.0625 15-Apr-98 20-Apr-98
500 29.3125 17-Mar-98 20-Mar-98
300 29.0694 17-Mar-98 20-Mar-98
300 29.0694 17-Mar-98 20-Mar-98
300 29.0694 17-Mar-98 20-Mar-98
100 29.0694 17-Mar-98 20-Mar-98
300 29.0694 17-Mar-98 20-Mar-98
400 29.0694 17-Mar-98 20-Mar-98
200 29.0694 17-Mar-98 20-Mar-98
300 29.0694 17-Mar-98 20-Mar-98
200 29.0694 17-Mar-98 20-Mar-98
350 29.0694 17-Mar-98 20-Mar-98
500 29.0694 17-Mar-98 20-Mar-98
1,000 29.8750 1-Apr-98 6-Apr-98
320 30.0625 20-Mar-98 25-Mar-98
140 29.2500 7-Apr-98 13-Apr-98
4,500 30.0000 20-Mar-98 25-Mar-98
250 30.0000 20-Mar-98 25-Mar-98
500 29.3750 8-Apr-98 14-Apr-98
500 29.3750 17-Mar-98 20-Mar-98
<PAGE>
Purchases Sales Price Trade Date Settlement Date
- -------------------------------------------------------------------
1,000 29.3750 17-Mar-98 20-Mar-98
150 29.3750 17-Mar-98 20-Mar-98
200 29.3750 17-Mar-98 20-Mar-98
500 29.3750 17-Mar-98 20-Mar-98
500 29.3750 17-Mar-98 20-Mar-98
300 29.3750 17-Mar-98 20-Mar-98
500 29.3750 17-Mar-98 20-Mar-98
200 29.3750 17-Mar-98 20-Mar-98
200 29.3750 17-Mar-98 20-Mar-98
200 29.3750 17-Mar-98 20-Mar-98
750 29.3750 17-Mar-98 20-Mar-98
500 29.3750 17-Mar-98 20-Mar-98
1,000 29.3750 17-Mar-98 20-Mar-98
200 28.1250 15-Apr-98 15-Apr-98
5,000 29.6875 26-Mar-98 31-Mar-98
400 29.3750 17-Mar-98 20-Mar-98
200 30.1250 31-Mar-98 3-Apr-98
450 29.6250 3-Apr-98 8-Apr-98
250 29.0000 18-Mar-98 23-Mar-98
500 30.0000 2-Apr-98 7-Apr-98
500 30.5000 23-Mar-98 26-Mar-98
200 30.5000 23-Mar-98 26-Mar-98
500 30.5000 23-Mar-98 26-Mar-98
500 30.5000 23-Mar-98 26-Mar-98
400 30.5000 23-Mar-98 26-Mar-98
500 30.5000 23-Mar-98 26-Mar-98
500 30.5000 23-Mar-98 26-Mar-98
6,000 28.5625 14-Apr-98 17-Apr-98
14,000 29.0000 18-Mar-98 23-Mar-98
500 29.6875 30-Mar-98 2-Apr-98
7,500 29.5625 30-Mar-98 2-Apr-98
1,500 30.2500 24-Mar-98 27-Mar-98
5,000 28.5000 14-Apr-98 17-Apr-98
3,300 28.6875 14-Apr-98 17-Apr-98
1,700 28.4375 14-Apr-98 17-Apr-98
</TABLE>
