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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 1, 2005
POLO RALPH LAUREN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01. REGULATION FD DISCLOSURE.
On August 19, 2005, Wathne Imports, Ltd. ("Wathne"), Polo Ralph
Lauren Corporation's (the "Company") domestic licensee for handbags and luggage,
filed a complaint with the U.S. District Court for the Southern District of New
York against the Company, certain of its subsidiaries and Ralph Lauren, the
Company's Chairman and Chief Executive Officer. The complaint alleges federal
trademark infringements, deceptive trade practices, breach of contract and the
obligations of good faith and fair dealing, fraud and negligent
misrepresentation relating to the license arrangement and seeks, among other
things, injunctive relief, compensatory damages in excess of $250 million and
punitive damages. The Company denies the allegations and intends to seek to have
the complaint dismissed. In July 2005, the Company rejected Wathne's proposal
that the Company repurchase Wathne's license for approximately $65 million.
The information in this Form 8-K is being furnished under Item 7.01
and shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liability of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of the general incorporation language of such filing, except as shall
be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POLO RALPH LAUREN CORPORATION
Date: September 1, 2005 By: /s/ Jonathan D. Drucker
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Name: Jonathan D. Drucker
Title: Senior Vice President
and General Counsel