-----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, LJbpzptJxxieilyx2TFk2Ftyw/zGm2ortOdkfdAfmDvq4galqXcZUF9bDiB5JnpN SjJ61ZxioVamgTdk54o4sw== 0001193125-03-049577.txt : 20030915 0001193125-03-049577.hdr.sgml : 20030915 20030915155131 ACCESSION NUMBER: 0001193125-03-049577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030915 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030915 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: 03895783 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 d8k.htm FORM 8-K DATE OF REPORT SEPTEMBER 15, 2003 Form 8-K Date of Report September 15, 2003

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 15, 2003

 


 

LEVI STRAUSS & CO.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

(State or Other

Jurisdiction of Incorporation)

 

333-36234

(Commission File Number)

 

94-0905160

(I.R.S. Employer

Identification No.)

 

1155 BATTERY STREET

SAN FRANCISCO, CALIFORNIA 94111

(Addresses, including zip code, and telephone numbers, including

area code, of principal executive offices)

 

(415) 501-6000

(Registrant’s telephone number, including area code)



ITEM  5.   OTHER EVENTS AND REGULATION FD DISCLOSURE

 

Attached hereto as Exhibit 99.1 is a copy of Levi Strauss & Co.’s press release dated September 15, 2003 titled “Levi Strauss & Co. Announces Outcome of Audit Committee Investigation in Wrongful Termination Matter.”

 

ITEM 7.  

FINANCIAL STATEMENTS AND EXHIBITS

(c)    

Exhibits

99.1  

Press release of Levi Strauss & Co. dated September 15, 2003.


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: September 15, 2003       By:  

/s/    WILLIAM B. CHIASSON


           

Name:

  William B. Chiasson
           

Title:

  Senior Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit Number

  

Description


99.1

   Press release of Levi Strauss & Co. dated September 15, 2003.
EX-99.1 3 dex991.htm PRESS RELEASE OF LEVI STRAUSS & CO. DATED SEPTEMBER 15, 2003 Press Release of Levi Strauss & Co. dated September 15, 2003

Exhibit 99.1

 

1155 Battery Street, San Francisco, CA 94111

 

[LOGO OF LEVI STRAUSS & CO. NEWS]

 

For Immediate Release

 

Media Contact: Linda Butler

(415) 501-6070

 

Levi Strauss & Co. Announces Outcome of

Audit Committee Investigation

in Wrongful Termination Matter

 

SAN FRANCISCO (September 15, 2003) – Levi Strauss & Co. today announced that its Audit Committee has completed its investigation of the tax and related accounting issues raised in a wrongful termination suit brought by two former employees of the company’s tax department. The Audit Committee concluded that the company’s tax and related accounting positions were reasonable and legally defensible and noted that in the course of its investigation it did not discover evidence of tax fraud. The Audit Committee also did not find evidence that information was improperly withheld from the IRS with respect to these issues in connection with IRS audits.

 

The Audit Committee investigation was initiated following the filing in April of a wrongful termination complaint in California Superior Court by two former employees in which they alleged, among other things, that the company engaged in specified fraudulent tax-motivated transactions over several years and manipulated tax reserves to inflate reported income. They also alleged that the company’s financial statements for several years violated generally accepted accounting principles and Securities and Exchange Commission (SEC) regulations. The company has denied all of the allegations, and also filed a cross-complaint against the plaintiffs.

 

- more -


LS&CO. Add One

Audit Committee Investigation

September 15, 2003

 

The scope of the Audit Committee investigation was to review issues raised in the complaint. The Audit Committee retained independent counsel, Simpson Thacher & Bartlett LLP, to assist it in the investigation. An independent accounting firm was retained by Simpson Thacher & Bartlett to consult on specified accounting issues. The investigation took place over a period of approximately four and one-half months, and involved extensive discussions with employees of the company, various legal and tax advisors, and the company’s independent auditors.

 

In addition to the conclusions noted above, the Audit Committee observed that, during the period from 1994 through 2001, the company established, maintained and released varying amounts of unspecified tax reserves. These tax reserves were not supported by sufficient contemporaneous documentation that related the reserves to specified tax exposures. In reviewing the matter, the Committee noted that these tax reserves were communicated to and discussed with the company’s outside independent auditors at the time they were created and maintained. The company and the Audit Committee are of the view that the handling of the unspecified tax reserves during these periods was not intended to, and did not, materially affect the company’s SEC-filed financial statements.

 

All of the company’s equity ownership was privately held during this period, and the company today remains entirely privately owned. The company’s debt securities have been publicly registered pursuant to the Securities Act of 1933 since 2000.

 

The company has previously disclosed in its SEC filings that its consolidated U.S. income tax returns for the years 1996 to 1999 and certain open issues relating to earlier years have been under examination by the Internal Revenue Service, and also has previously disclosed that adverse outcomes resulting from any settlement or future IRS audit may lead to a deficiency in its provision for income taxes on its financial statements and may adversely affect its liquidity.

 

In the course of the Audit Committee investigation, the company has communicated with the SEC on an informal basis, and it expects to continue these communications with respect to the results of the investigation and further developments relating to the litigation as appropriate.

 

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