UNITED STATES 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): June 9, 1997 POLO RALPH LAUREN CORPORATION ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-13057 13-2622036 ------------------------------------------------------------------------------ (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 650 Madison Avenue, New York, New York 10022 ------------------------------------------------------------------------------ (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (212) 318-7000 Not applicable ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) 2 Item 5. OTHER EVENTS On June 9, 1997, the Registrant approved the amended and restated Bylaws attached hereto as Exhibit 3.2. The By-laws are currently in effect and are identical to the Form of Amended and Restated By-laws filed as Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (Registration No. 333-24733), and were in effect when such Registration Statement became effective on June 11, 1997. Item 7. EXHIBITS Exhibit Number (Referenced to Item 601 of Regulation S-K) Description of Exhibit ------------------------ ---------------------- 3.2 Amended and Restated By-laws of Polo Ralph Lauren Corporation. 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, thereunto duly authorized. Date: June 19, 1997 POLO RALPH LAUREN CORPORATION By: /S/ VICTOR COHEN -------------------------------------- Victor Cohen Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Pursuant to Item 601 of Regulation S-K Sequentially Numbered Exhibit No. Description of Exhibit Page ----------- ---------------------- ------------ 3.2 Amended and Restated By-laws of Polo Ralph 1 Lauren Corporation.