SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A The Cover Page has been amended solely to correct an error in the number of shares of common stock outstanding and the aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant. [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2001 ------------------ Commission File Number 0-9831 ------ LIZ CLAIBORNE, INC. (Exact name of registrant as specified in its charter) Delaware 13-2842791 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1441 Broadway, New York, New York 10018 --------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-354-4900 Securities registered pursuant to Section 12(b) of the Act: Title of class Name of each exchange on which registered -------------- ----------------------------------------- Common Stock, par value $1 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Based upon the closing sale price on the New York Stock Exchange composite tape on March 20, 2002, the aggregate market value of the registrant's Common Stock, par value $1 per share, held by non-affiliates of the registrant on such date was approximately $3,159,817,723. Number of shares of the registrant's Common Stock, par value $1 per share, outstanding as of March 20, 2002: 106,171,206 shares. Documents Incorporated by Reference: Registrant's Proxy Statement relating to its Annual Meeting of Stockholders to be held on May 16, 2002-Part III. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A for the fiscal year ended December 29, 2001 is hereby filed solely to correct an error in the number of shares outstanding and the aggregate market value of the registrant's Common Stock, par value $1 per share, held by non-affiliates of the registrant on March 20, 2002 as reported on the first page of the original filing. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 26, 2002. LIZ CLAIBORNE, INC. LIZ CLAIBORNE, INC. By: /s/ Michael Scarpa By: /s/ Elaine H. Goodell -------------------------------- ------------------------------------ Michael Scarpa, Elaine H. Goodell, Vice President and Vice President-Corporate Controller Chief Financial Officer and Chief Accounting Officer (principal financial officer) (principal accounting officer)