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): February 24, 2005

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	333-36234	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:

¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

ITEM 7.01 Regulation FD Disclosure.

The following information is being furnished pursuant to Regulation FD and is deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

First Quarter 2005 Preliminary Outlook

Levi Strauss & Co.’s first quarter for 2005 ends on February 27, 2005. The company expects to release its first quarter earnings in mid-April, when it will file its quarterly report on Form 10-Q with the Securities and Exchange Commission.

Based on preliminary data, the company believes its consolidated net sales in the first quarter of 2005 will be higher as compared to the same period in 2004 on both a reported and constant currency basis. The company also believes that its operating income in the first quarter of 2005 will be higher than the first quarter of 2004, even without taking into consideration the benefit of lower restructuring charges in the first quarter of 2005.

Because the company’s first quarter of 2005 has not yet closed, information regarding this period is subject to change and actual results for the quarter may differ materially from expected results. In addition, estimated operating results for the quarter should not be considered indicative of operating results for the full year.

The following information is being furnished pursuant to Regulation FD and is not “filed” under the Securities Exchange Act of 1934, as amended.

Sell-Through Data and Average Weekly Rate of Sale Data

• U.S. Levi’s^® brand sell-through data: Sell-through for our U.S. Levi’s^® brand increased 1% for both fiscal 2004 compared to fiscal 2003 and for the fourth quarter 2004 compared to the same period in the prior year. For men’s, sell-through decreased 3% for fiscal 2004 compared to fiscal 2003 and was flat for the fourth quarter 2004 compared to the same period in the prior year. For women’s, sell-through increased 13% for fiscal 2004 compared to fiscal 2003 and increased 5% for the fourth quarter 2004 compared to the same period in the prior year.

• U.S. Dockers^® brand sell-through data: Sell-through for our U.S. Dockers^® brand decreased 6% for fiscal 2004 compared to fiscal 2003 and decreased 10% for the fourth quarter 2004 compared to the same period in the prior year. For men’s, sell-through decreased 4% for fiscal 2004 compared to fiscal 2003 and 5% for the fourth quarter 2004 compared to the same period in the prior year. For women’s, sell-through decreased 14% for fiscal 2004 compared to fiscal 2003 and 26% for the fourth quarter 2004 compared to the same period in the prior year.

• U.S. Levi Strauss Signature^™ brand average weekly rate of sale data: Average weekly rate of sale for our U.S. Levi Strauss Signature™ brand as a whole increased 7% for both fiscal 2004 compared to fiscal 2003 and also for the fourth quarter 2004 compared to the same period in the prior year.

Important Note:

“Sell-through” refers to retail over-the-counter dollar sales of our non-licensed products. We use sell-through data internally as an indicator of consumer demand for our products at retail. We compile sell-through data based on information we receive from a group of our top U.S. retail accounts. Our sell-through methodology may change in the future based on changes in our customer base or channels of distribution. Sell-through dollars do not include taxes and may not be consistently calculated from retailer to retailer including, for example, the treatment of markdowns, coupons and discounts. Other companies may discuss sell-through and could obtain data or compute it differently from us.

“Average weekly rate of sale” measures a retailer’s weekly sales rate as a percentage of its average unit inventory on hand during the week.

Both sell-through and average weekly rate of sale data are intended to be illustrative only and are not necessarily predictive of future volumes, sales or other operating results.

ITEM 8.01 Other Events.

On February 24, 2005, Levi Strauss & Co. announced that it has commenced a cash tender offer and consent solicitation for any and all of its $380,000,000 aggregate principal amount of 11.625% Senior Notes due 2008 and €125,000,000 aggregate principal amount of 11.625% Senior Notes due 2008. A copy of the press release relating to the announcement is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements And Exhibits.

(c) Exhibits.

99.1 Press release, dated February 24, 2005, announcing Levi Strauss & Co.’s cash tender offer and consent solicitation.

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: February 24, 2005	By:	/s/ Gary W. Grellman
	Name:	Gary W. Grellman
	Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated February 24, 2005, announcing Levi Strauss & Co.’s cash tender offer and consent solicitation.

EX-99.1

Exhibit 99.1

LEVI	1155 Battery Street, San Francisco, CA 94111
STRAUSS
& CO.
NEWS

Investor Contacts:	Allison Malkin and Chad Jacobs
	Integrated Corporate Relations, Inc.
	(203) 682-8200
Media Contact:	Dan Chew
	Levi Strauss & Co.
	(415) 501-3317

Levi Strauss & Co. Commences Tender Offer and

Solicitation of Consents for its 11.625% Senior Notes Due 2008

SAN FRANCISCO (February 24, 2005) – Levi Strauss & Co. today announced that it has commenced a cash tender offer for any and all of its outstanding $380.0 million 11.625% Senior Notes due 2008 (the “U.S. Notes”) and €125.0 million 11.625% Senior Notes due 2008 (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 Wednesday, March 23, 2005, unless extended or earlier terminated by the company. In connection with the cash tender offer, the company is also soliciting consents 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 $1,063.13 and the total consideration for each €1,000 principal amount of Euro Notes tendered and accepted in the tender offer will be €1,063.13, in each case plus accrued and unpaid interest to, but excluding, the payment date. The total consideration includes a consent payment of $30.00 per $1,000 principal amount of U.S. Notes and €30.00 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 Wednesday, March 9, 2005 (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 $1,033.13 per $1,000 principal amount of U.S. Notes and €1,033.13 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, on or about March 11, 2005, accept and pay for Notes tendered on or prior to the Consent Payment Deadline. 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.

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 an offering of notes in a capital markets transaction with gross proceeds of at least $550.0 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 February 24, 2005.

The company has retained Banc of America Securities LLC and Citigroup Global Markets Inc. to act as the joint lead dealer managers in connection with the tender offer and as solicitation agents in connection with the consent solicitation. Banc of America Securities can be contacted at (+1) 888-292-0070 (U.S. toll free) (+1) 704-388-9217 (collect) or (+44) 20-7174-4830 (Europe). Citigroup can be contacted at (+1) 800-558-3745 (U.S. toll free) (+1) 212-723-6108 (collect) or (+44) 20-7986-8969 (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 February 24, 2005. 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 to buy such securities. The tender offer is not being made directly or indirectly to any resident or person located in Italy or in any other 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,” “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, including our Annual Report on Form 10-K for the fiscal year ended 2004, especially in the Management’s Discussion and Analysis - “Financial Condition and Results of Operations” and “Factors That May Affect Future Results” sections, our most recent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. 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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