-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2rvNsCL8j9VevR100+N2pOWgWez+hd6yZetaMj0gcviVzgctXh4FxJpK+lcwb5V ukGi5r3Yd+rQ3X4G7GChZg== 0001092306-02-000129.txt : 20020425 0001092306-02-000129.hdr.sgml : 20020425 ACCESSION NUMBER: 0001092306-02-000129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020425 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVI STRAUSS & CO CENTRAL INDEX KEY: 0000094845 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 940905160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-90139 FILM NUMBER: 02621084 BUSINESS ADDRESS: STREET 1: 1155 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155446000 MAIL ADDRESS: STREET 1: 1155 BATTERY STREET CITY: SAN FRAINCISCO STATE: CA ZIP: 94111 8-K 1 form8k.txt FORM 8-K DATED APRIL 25, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 25, 2002 Levi Strauss & Co. (Exact name of registrant as specified in its charter) DELAWARE 333-36234 94-0905160 (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1155 Battery Street San Francisco, California 94111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 501-6000 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On April 8, 2002, we announced the closing of six U.S. manufacturing plants. The closures will displace a total of approximately 3,300 employees. In addition, as a result of these closures, we expect to reduce the workforce by approximately 300 positions at our U.S. finishing facility. We concluded union negotiations relating to the closures on April 16, 2002. As a result of these actions and the previously announced closure of two plants in Scotland, we expect to record in the second quarter of 2002 a one-time pre-tax restructuring charge of approximately $155 million, which includes approximately $30 million of non-cash asset write-offs. The restructuring charge also includes costs related to items such as severance and out-placement services. In addition to the restructuring charge, we will incur related expenses, such as pension enhancements, totaling approximately $55 million primarily over the next 12 to 18 months. We anticipate after tax cash costs of the restructuring charge and related expenses will be approximately $100 million, net of proceeds from asset sales. We expect to realize annual pre-tax savings of approximately $100 million once the closures are complete. We anticipate that these savings will improve our competitiveness and enable us to invest more resources in product, marketing and retail initiatives. For reference, our press release dated April 8, 2002 concerning the U.S. plant closures is filed as exhibit 99. Statement Regarding Forward-Looking Disclosure: This report includes forward-looking statements about restructuring charges and other expenses, the impact of plant closures on our competitiveness, costs and resources, our transition to contract manufacturing, workforce reduction and asset sales. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. When used in this report, the words "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are subject to risks and uncertainties including, without limitation, risks related to our supply chain executional performance; trade restrictions; political or financial instability in countries where our products are manufactured; and other risks detailed in our annual report on Form 10-K, registration statements and other filings with the Securities and Exchange Commission. Our actual results might differ materially from historical performance or current expectations. We do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. ITEM 7. EXHIBIT. 99 Press Release dated April 8, 2002. SIGNATURE 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. Date: April 25, 2002 LEVI STRAUSS & CO. By: /s/ William B. Chiasson _________________________________ William B. Chiasson Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99 Press Release dated April 8, 2002 EX-99 3 exhibit-99.txt PRESS RELEASE DATED APRIL 8, 2002 EXHIBIT 99 LEVI 1155 Battery Street, San Francisco, CA 94111 STRAUSS & Co. NEWS Contact: LS&CO. Media Center 1-800-354-7678 LEVI STRAUSS & CO. NAMES SIX U.S. PLANTS TO CLOSE Company Continues Shift to Product and Marketing Focus as Business Turnaround Progresses SAN FRANCISCO (APRIL 8, 2002) -- Levi Strauss & Co. today named six U.S. manufacturing plants that will shut down this year as part of a previously announced shift away from owned-and-operated manufacturing. In January, the company said it planned to continue the change it began in the United States in 1999 to focus more on being a marketing and product-driven organization rather than a manufacturer. "This is a painful but necessary business decision," said Philip Marineau, chief executive officer. "There is no question that we must move away from owned-and-operated plants in the U.S. to remain competitive in our industry. At the same time, we know how hard this can be on our employees and their local communities. To help ease the transition, we are prepared to provide a comprehensive benefits package for our employees that is well above industry norms. And we will offer support to the communities through grants from our Levi Strauss Foundation. "Our employees have done a tremendous job. These closures are not a reflection on their performance. We are very grateful for their hard work and dedication," said Marineau. -- more -- LS&CO. Closes Plants/Add One April 8, 2002 To ensure a smooth transition of production to contract manufacturing, the plants will close in three phases: PHASE 1 (PLANTS EXPECTED TO CLOSE BY THE END OF JUNE 2002): o Blue Ridge, GA o Valencia Street plant, San Francisco, CA PHASE 2 (PLANTS EXPECTED TO CLOSE IN AUGUST 2002): o Brownsville, TX o San Benito, TX PHASE 3 (PLANTS EXPECTED TO CLOSE IN OCTOBER 2002): o Powell, TN o Kastrin plant, El Paso, TX Approximately 3,300 employees, or 20 percent of Levi Strauss & Co. employees worldwide, will be laid off as a result of the closures. The company's two remaining U.S. owned-and-operated manufacturing facilities -- a sewing plant and a finishing center in San Antonio, Texas -- will continue to operate, providing the company with quick response capabilities and finishing innovation. However, the company expects to reduce the workforce at the finishing center by approximately 300 positions, as a result of a decrease in work due to the closure of the sewing plants. An employee separation package has been negotiated with the United Food and Commercial Workers (UFCW), which represents workers at the Powell and Valencia Street plants. The package includes up to two weeks of severance per year of service, enhancements to the company pension plan, extended medical coverage and various transition support services. Negotiations on the final details of an employee separation package are still in progress with the Union of Needletrades Industrial and Textile Employees (UNITE), which represents the other four closing facilities, but are expected to be completed as soon as possible. -- more -- LS&CO. Closes Plants/Add Two April 8, 2002 The Levi Strauss Foundation has established a $2.8 million Community Transition Fund to provide grants that will help U.S. plant communities respond effectively to the needs of displaced workers and strengthen the local economic base. Marineau continued, "These plant closures will contribute to the ongoing progress of our business turnaround. Outsourcing production supports a more variable cost structure, helps us maintain strong margins and enables us to invest more resources in product, marketing and retail initiatives. As we use more contractors, we will continue to adhere to our high standards for safe and healthy workplace conditions for people making our products anywhere in the world." Levi Strauss & Co. is one of the world's largest brand-name apparel marketers with 2001 sales of $4.3 billion. The company manufactures and markets branded jeans and casual sportswear under the Levi's(R)and Dockers(R)brands. # # # This news release includes forward-looking statements about the impact of plant closures on our competitiveness, our ability to provide quick response and finishing innovation, transition to contract manufacturing, union negotiations, workforce reduction, cost structure, margins, resources and working conditions. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. When used in this discussion, the words "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements and the discussion are subject to risks and uncertainties including, without limitation, risks related to our supply chain executional performance; ongoing competitive pressures in the apparel industry; trade restrictions; union negotiations; political or financial instability in countries where our products are manufactured; dependence on key suppliers; and other risks detailed in our annual report on Form 10-K, registration statements and other filings with the Securities and Exchange Commission. Our actual results might differ materially from historical performance or current expectations. We do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----