SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

Form 10-K/A

(Amendment No. 1)

  

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2008

  

LEVI STRAUSS & CO.

  

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		94-0905160 (I.R.S. Employer Identification No.)

1155 BATTERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices)

  

  

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No o

     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 o No þ

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

     The Company is privately held. Nearly all of its common equity is owned by members of the families of several descendants of the Company’s founder, Levi Strauss. There is no trading in the common equity and therefore an aggregate market value based on sales or bid and asked prices is not determinable.

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     Common Stock $.01 par value — 37,280,034 shares outstanding on April 17, 2009

Documents incorporated by reference: None

 

 

EXPLANATORY NOTE

Levi Strauss & Co. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended November 30, 2008, as filed with the Securities and Exchange Commission on February 10, 2009, in order to revise the Chief Executive Officer and Chief Financial Officer certifications originally filed as Exhibits 31.1 and 31.2, which inadvertently omitted certain language required to be included in the introduction to paragraph 4. This Form 10-K/A is limited in scope to the foregoing, and should be read in conjunction with the original Form 10-K and our other filings with the Securities and Exchange Commission.

This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures affected by subsequent events. Except as described above, we have not modified or updated other disclosures or information presented in the original Form 10-K.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(b)		Exhibits
		The following exhibits are filed as part of this Form 10-K/A:

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

Date: April 21, 2009

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title
/s/ T. GARY ROGERS*		Chairman of the Board		Date: April 21, 2009
T. Gary Rogers
/s/ R. JOHN ANDERSON*		Director, President and		Date: April 21, 2009
R. John Anderson		Chief Executive Officer
/s/ ROBERT D. HAAS*		Director, Chairman Emeritus		Date: April 21, 2009
Robert D. Haas
/s/ VANESSA J. CASTAGNA*		Director		Date: April 21, 2009
Vanessa J. Castagna
/s/ PETER A. GEORGESCU*		Director		Date: April 21, 2009
Peter A. Georgescu
/s/ PETER E. HAAS JR.*		Director		Date: April 21, 2009
Peter E. Haas Jr.

Signature		Title
/s/ RICHARD L. KAUFFMAN*		Director		Date: April 21, 2009
Richard L. Kauffman
/s/ LEON J. LEVEL*		Director		Date: April 21, 2009
Leon J. Level
/s/ STEPHEN C. NEAL*		Director		Date: April 21, 2009
Stephen C. Neal
/s/ PATRICIA SALAS PINEDA*		Director		Date: April 21, 2009
Patricia Salas Pineda
		Director		Date:
Martin P. Coles