-----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, P53Ia3sQBPFYZ4DD2/oNurBCGclxIH2LuKSrd/KJYvQSO/F0IEspEKjmFKUeabDu ycJeWKD1+bdeQQs03WTUAQ== 0001193125-05-043092.txt : 20050307 0001193125-05-043092.hdr.sgml : 20050307 20050307061306 ACCESSION NUMBER: 0001193125-05-043092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050303 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050307 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: 05662681 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 Form 8-K

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): March 3, 2005

 


 

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:

 

¨ 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 not deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

 

Confirmation of Previous Guidance.

 

The Company today confirmed, based on information available to date, its earlier guidance concerning estimated net sales and operating income in the first quarter of 2005, which ended February 27, 2005, compared to the first quarter of 2004.

 

A copy of the press release discussing the confirmation of previous guidance is attached hereto as Exhibit 99.1. The information contained in the press release is being furnished under this Item 7.01 and is not deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

 

Item 8.01. Other Events.

 

Adverse Judgment in Comexma Litigation.

 

On March 3, 2005, the Civil Court in the Federal District in Mexico City, Mexico entered a judgment against Levi Strauss & Co. in favor of a former contract manufacturer who had brought suit alleging that its business had suffered direct damages and harm to its reputation from an unauthorized anti-counterfeiting raid on its Mexico City facilities in June 2001.

 

The lawsuit, Companie Exportadora de Maquila, Comexma v. Levi Strauss & Co, et. al, was brought following a raid on Comexma’s Mexico City facilities that was conducted by local police and accompanied by local media upon the initiation of the Company’s outside Mexican brand protection counsel. The local counsel failed to follow the Company’s pre-approval procedures for initiating such a raid, which required such counsel to check with the Company before going forward to confirm that the target was not an authorized contractor. No counterfeiting activity was uncovered, and the raid was terminated upon confirmation from the Company that Comexma was an authorized manufacturer. The raid occurred within a few months after the Company had notified Comexma that it was terminating its contract manufacturing relationship, and during the period in which the Company believes Comexma was in the process of negotiating with its employees and others to shut down its facility.

 

The court awarded Comexma approximately $24.5 million in direct damages and lost income, and an additional approximately $20.5 million in damages for harm to its reputation. The Company strongly disagrees with the court’s decision and intends to file an appeal promptly. On appeal, the Company will seek to have the judgment reversed or remanded for further proceedings, and, if the appellate court affirms the lower court on the issue of liability, to have the amount of the direct and additional damages reduced substantially. A decision by the appellate court could be rendered as early as the next two to four months.


Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1   Press release, dated March 7, 2005, announcing adverse litigation judgment.

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities 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: March 7, 2005

  By:  

/s/ Gary W. Grellman


    Name:   Gary W. Grellman
    Title:   Vice President, Controller

 

 


EXHIBIT INDEX

 

Exhibit
Number


 

Description


99.1   Press release, dated March 7, 2005, announcing adverse litigation judgment.
EX-99.1 2 dex991.htm PRESS RELEASE, DATED MARCH 7, 2005 Press release, dated March 7, 2005

Exhibit 99.1

 

LEVI

STRAUSS

    & CO.

NEWS

   1155 Battery Street, San Francisco, CA 94111

 

         Investor Contact:   Allison Malkin
             Integrated Corporate Relations, Inc.
             (203) 682-8200
              
         Media Contact:   Jeff Beckman
             Levi Strauss & Co.
             (415) 501-1698

 

LEVI STRAUSS & CO. ANNOUNCES DECISION IN MEXICAN CIVIL COURT CASE

 

SAN FRANCISCO (March 7, 2005) – On March 3, 2005, the Civil Court in the Federal District in Mexico City, Mexico entered a judgment against Levi Strauss & Co. in favor of a former contract manufacturer who had brought suit alleging that its business had suffered direct damages and harm to its reputation from an unauthorized anti-counterfeiting raid on its Mexico City facilities in June 2001.

 

The lawsuit, Companie Exportadora de Maquila, Comexma v. Levi Strauss & Co, et. al, was brought following a raid on Comexma’s Mexico City facilities that was conducted by local police and accompanied by local media upon the initiation of the Company’s outside Mexican brand protection counsel. The local counsel failed to follow the Company’s pre-approval procedures for initiating such a raid, which required such counsel to check with the Company before going forward to confirm that the target was not an authorized contractor. No counterfeiting activity was uncovered, and the raid was terminated upon confirmation from the Company that Comexma was an authorized manufacturer. The raid occurred within a few months after the Company had notified Comexma that it was terminating its contract manufacturing relationship, and during the period in which the Company believes Comexma was in the process of negotiating with its employees and others to shut down its facility.

 

The court awarded Comexma approximately $24.5 million in direct damages and lost income, and an additional approximately $20.5 million in damages for harm to its reputation. The Company strongly disagrees with the court’s decision and intends to file an appeal promptly. On appeal, the Company will seek to have the judgment reversed or remanded for further proceedings, and, if the appellate court affirms the lower court on the issue of liability, to have the amount of the direct and additional damages reduced substantially. A decision by the appellate court could be rendered as early as the next two to four months.

 

The Company today also confirmed, based on information available to date, its earlier guidance concerning estimated net sales and operating income in the first quarter of 2005, which ended February 27, 2005, compared to the first quarter of 2004. Specifically, based on preliminary data, the Company believes consolidated net sales in the first quarter of 2005 were higher as compared to the same period in 2004 on both a reported and constant currency basis. The Company also believes that operating income in the first quarter of 2005 was higher than in the first quarter of 2004, even without taking into consideration the benefit of lower restructuring charges in the first quarter of 2005 and after taking into account the estimated impact of the Mexican judgment described above. Because the financial statements for the first quarter of 2005 have not yet been finalized, information regarding this period is subject to change and actual results for the quarter may differ materially from expected results.

 

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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