8-K

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): April 22, 2010

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	002-90139	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111

(Address of principal executive offices, including zip code)

(415) 501-6000

(Registrant’s telephone number, including area code)

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):

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 8.01. Other Events

     On April 22, 2010, Levi Strauss & Co. announced that it commenced a cash tender offer and consent solicitation for any and all of its $446.21 million aggregate principal amount of 9³/4% Senior Notes due 2015 and €250 million aggregate principal amount of 8⁵/8% Senior Notes due 2013. A copy of the press release relating to the announcement is attached hereto as Exhibit 99.1.

     On April 22, 2010, the company also announced that it commenced a private placement of $460 million aggregate principal amount of senior notes due 2020 and €275 million aggregate principal amount of senior notes due 2018. A copy of the press release relating to the announcement is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

Exhibits.

Exhibit No.	Description
99.1	Press Release, dated April 22, 2010, announcing Levi Strauss & Co.’s cash tender offer and consent solicitation.
99.2	Press Release, dated April 22, 2010, announcing Levi Strauss & Co.’s senior notes offering.

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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.

	LEVI STRAUSS & CO.
DATE: April 22, 2010	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President and Controller

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:	Roger Fleischmann	Media Contact:	Jeff Beckman
	Levi Strauss & Co		Levi Strauss & Co.
	(800) 438-0349		(415) 501-3317
	rfleischmann@levi.com		jbeckman@levi.com

Levi Strauss & Co. Commences Tender Offer and
Solicitation of Consents for its 9³/4% Senior Notes Due 2015 (USD) and its 8⁵/8% Senior Notes Due
2013 (EUR)

SAN FRANCISCO (April 22, 2010) — Levi Strauss & Co. today announced that it has commenced a cash tender offer for any and all of its outstanding $446.21 million 9³/4% Senior Notes due 2015 (CUSIP Nos. 52736RAQ5; 52736RAP7) (the “U.S. Notes”) and €250.0 million 8⁵/8% Senior Notes due 2013 (Common Code Nos. 021910694; 021469785) (the “Euro Notes,” and together with the U.S. Notes, the “Notes”). The tender offer will expire at 12:00 midnight, New York City time, on May 19, 2010, unless extended or earlier terminated by the company. In connection with the cash tender offer, the company is also soliciting consents from the holders of the Notes to amend the respective indentures under which each series of Notes was issued to eliminate or make less restrictive most of the restrictive covenants, and certain related events of default, contained in the indentures.

Under the terms of the tender offer, the total consideration for each $1,000 principal amount of U.S. Notes tendered and accepted in the tender offer will be $1,051.25 and the total consideration for each €1,000 principal amount of Euro Notes tendered and accepted in the tender offer will be €1,024.06. For both series of Notes, the company will also pay accrued and unpaid interest to, but excluding, the payment date. The total consideration includes a consent payment of $20.00 per $1,000 principal amount of U.S. Notes and €20.00 per €1,000 principal amount of Euro Notes, and is only payable to holders who tender their Notes and deliver their consents on or prior to 5:00 p.m., New York City time, on May 5, 2010 (the “Consent Payment Deadline”). Holders who tender their Notes after the Consent Payment Deadline and prior to the expiration of the tender offer will receive the total consideration less the consent payment, or $1,031.25 per $1,000 principal amount of U.S. Notes and €1,004.06 per €1,000 principal amount of Euro Notes.

Prior to the expiration of the tender offer, upon satisfaction or waiver of the conditions to the tender offer, the company may, at its option, accept and pay for Notes tendered. The company currently expects that it will accept the Notes tendered on or prior to the Consent Payment Deadline on or about May 6, 2010 and pay for such Notes on or about May 7, 2010. Subject to limited conditions, all Notes tendered after the company’s initial acceptance of Notes for purchase will be accepted and paid for promptly following the expiration date of the tender offer. Holders will be paid accrued and unpaid interest up to but not including the applicable date of payment.

- more -

LS&CO. Commences Tender Offer/Add One
April 22, 2010

The company’s obligation to consummate the tender offer is conditioned upon the satisfaction of certain conditions, including (i) the consummation by the company before the expiration of the tender offer of a financing transaction with gross proceeds of at least $800 million and (ii) holders of each series of Notes representing not less than a majority in principal amount of the outstanding Notes of that series having tendered their Notes and delivered their consents. Full details of the terms and conditions of the tender offer are included in the company’s Offer to Purchase and Consent Solicitation Statement dated April 22, 2010.

The company has retained BofA Merrill Lynch as the dealer manager in connection with the tender offer and as solicitation agent in connection with the consent solicitation. BofA Merrill Lynch can be contacted at (+1) 888-292-0070 (U.S. toll free), (+1) 980-388-9217 (collect) or (+44) 20-7995-3715 (Europe). Holders can request documents from D.F. King & Co., Inc., the Information Agent, at (+1) 800-431-9642 (U.S. toll free), (+1) 212-269-5550 (collect) or (+44) 20-7920-9700 (Europe).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. The tender offer is made only by an Offer to Purchase and Consent Solicitation Statement dated April 22, 2010. The tender offer is not being made directly or indirectly to any resident or person located in any jurisdiction where the tender offer would be unlawful.

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “will,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended 2009, especially in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Investor Contact:	Roger Fleischmann	Media Contact:	Jeff Beckman
	Levi Strauss & Co		Levi Strauss & Co.
	(800) 438-0349		(415) 501-3317
	rfleischmann@levi.com		jbeckman@levi.com

Levi Strauss & Co. Commences Senior Notes Offering

SAN FRANCISCO (April 22, 2010) — Levi Strauss & Co. today announced that it is commencing a private placement of $460 million aggregate principal amount of U.S. Dollar denominated senior notes due 2020 and €275 million aggregate principal amount of Euro denominated senior notes due 2018. The senior notes are not being registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. As of the issue date, the senior notes will be general unsecured senior obligations of the company and will rank equally with all of the company’s other senior unsecured indebtedness.

The company intends to use the net proceeds from the offering to purchase certain of its outstanding notes, to pay fees and expenses related to the offering and the purchase of such outstanding notes, and for general corporate purposes, which may include repaying outstanding indebtedness.

The senior notes are being offered pursuant only to an Offering Memorandum dated April 22, 2010. Statements in this press release regarding the private offering of debt securities shall not constitute an offer to sell or a solicitation of an offer buy such securities.

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “will,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended 2009, especially in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

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