-----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, K6jRO9h9w7sNFFyeutbicTFfBseRLXIT22pjB/uCZF4UFz5gY26rRxPm4I5sY7f9 dNqwRxB0j2APVc4sN+shEg== 0000898822-98-000506.txt : 19980519 0000898822-98-000506.hdr.sgml : 19980519 ACCESSION NUMBER: 0000898822-98-000506 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980518 SROS: NYSE GROUP MEMBERS: AIHL INVESTMENT GROUP LIMITED GROUP MEMBERS: ANASTA HOLDINGS LIMITED GROUP MEMBERS: BLACKWATCH INVESTMENTS LIMITED GROUP MEMBERS: FLAIR INVESTMENT HOLDINGS LIMITED GROUP MEMBERS: JOEL J. HOROWITZ GROUP MEMBERS: PEPE JEANS LOND CORP GROUP MEMBERS: SPORTSWEAR HOLDINGS LIMITED GROUP MEMBERS: THOMAS J. HILFIGER GROUP MEMBERS: WESTLEIGH LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HILFIGER TOMMY CORP CENTRAL INDEX KEY: 0000888747 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44195 FILM NUMBER: 98626923 BUSINESS ADDRESS: STREET 1: 6/F PRECIOUS INDUSTRIAL CENTRE STREET 2: 18 CHEUNG YUE ST CITY: CHEUNG SHA WAN KOWLO STATE: K3 BUSINESS PHONE: 8522747798 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEPE JEANS LOND CORP CENTRAL INDEX KEY: 0001061939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CRAIGMUIR CHAMBERS P O BOX 71 STREET 2: ROAD TOWN TORTOLA CITY: BRITISH VIRGIN ISLAN BUSINESS PHONE: 011441812318887 MAIL ADDRESS: STREET 1: CRAIGMUIR CHAMBERS P O BOX 71 STREET 2: ROAD TOWN TORTOLA CITY: BRITISH VIRGIN ISLAN SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 TOMMY HILFIGER CORPORATION (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) G8915Z10 (CUSIP Number) JOEL J. HOROWITZ C/O TOMMY HILFIGER U.S.A., INC. 25 WEST 39TH STREET NEW YORK, NEW YORK 10018 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 8, 1998 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e). 13d-1(f) or 13d-1(g), check the following box: [ ] (Continued on following pages) (Page 1 of 26 Pages) SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 2 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PEPE JEANS LONDON CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC-CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 3 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BLACKWATCH INVESTMENTS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 4 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AIHL INVESTMENT GROUP LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 5 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ANASTA HOLDINGS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 6 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SPORTSWEAR HOLDINGS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 7 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WESTLEIGH LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 8 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLAIR INVESTMENT HOLDINGS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,045,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 8 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 9 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THOMAS J. HILFIGER - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 10,000 ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER 10,000 EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,055,930 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 9 SCHEDULE 13D - ----------------------------------------- ---------------------------------- CUSIP NO. G8915Z10 Page 10 of 26 - ----------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOEL J. HOROWITZ - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF-OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 10,600 ------------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 9,045,930 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER 10,600 EACH ------------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 9,045,930 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,056,530 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 10 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the ordinary shares, par value $0.01 per share (the "Ordinary Shares"), of Tommy Hilfiger Corporation, a British Virgin Islands corporation (the "Company"). The principal executive offices of the Company are located at 6/F, Precious Industrial Centre, 18 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Pepe Jeans London Corporation, a British Virgin Islands corporation ("PJLC"), Blackwatch Investments Limited, a British Virgin Islands corporation ("Blackwatch"), AIHL Investment Group Limited, a British Virgin Islands corporation ("AIHL"), Anasta Holdings Limited, a British Virgin Islands corporation ("Anasta"), Sportswear Holdings Limited, a British Virgin Islands corporation ("Sportswear"), Westleigh Limited, a British Virgin Islands corporation ("Westleigh"), Flair Investment Holdings Limited, a British Virgin Islands corporation ("Flair"), Thomas J. Hilfiger ("Hilfiger") and Joel J. Horowitz ("Horowitz" and, collectively with PJLC, Blackwatch, AIHL, Anasta, Sportswear, Westleigh, Flair and Hilfiger, the "Filing Persons"). PJLC is directly owned 100% by Blackwatch. PJLC's principal business is apparel. The principal business address and the address of the principal office of PJLC is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Blackwatch is directly owned 97% by AIHL and 3% by Anasta. Blackwatch's principal business is investment holdings. The principal business address and the address of the principal office of Blackwatch is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. AIHL is directly owned 70% by Sportswear, 22.5% by Hilfiger and 7.5% by Horowitz. AIHL's principal business is investment holdings. The principal business address and the address of the principal office of AIHL is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Anasta's principal business is investment holdings. The principal business address and the address of the principal office of Anasta is The Tropic Isle Building, P.O. Box 438, Wickhams Cay, Tortola, British Virgin Islands. The capital stock of Anasta is owned by a revocable trust, the settlor of which is Silas K.F. Chou, the Chairman of the Board of Directors of the Company. Sportswear is directly owned 49.9975% by Westleigh and 49.9975% by Flair. Sportswear's principal business is investment holdings. The principal business address and the address of the principal office of Sportswear is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. 11 Westleigh's principal business is investment holdings. The principal business address and the address of the principal office of Westleigh is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. Westleigh is ultimately controlled by its directors, Kuang-Piu Chao, Silas K.F. Chou, Ronald K.Y. Chao, a director of the Company, and Susana Chou. Flair's principal business is investment holdings. The principal business address and the address of the principal office of Flair is Woodbourne Hall, P.O. Box 3162, Road Town, Tortola, British Virgin Islands. Flair is a wholly-owned subsidiary of Gadwal Limited, a Hong Kong corporation ("Gadwal"). The capital stock of Gadwal is owned by a trust, of which Lawrence S. Stroll, an executive officer and director of the Company, is the beneficiary. Gadwal's principal business is investment holdings. The principal business address and the address of the principal office of Gadwal is 17/F, Princes Building, 10 Chater Road, Central, Hong Kong. Hilfiger is the Company's Honorary Chairman and Principal Designer. Horowitz is the Company's Chief Executive Officer and President. The Company designs, sources and markets men's and women's sportswear, jeanswear and childrenswear under the TOMMY HILFIGER(R) and other trademarks. The business address for Hilfiger is Tommy Hilfiger U.S.A., Inc., 485 Fifth Avenue, New York, New York 10017. The business address for Horowitz is Tommy Hilfiger U.S.A., Inc., 25 West 39th Street, New York, New York 10018. Each of Hilfiger and Horowitz is a citizen of the United States of America. Set forth in Appendix A attached hereto and incorporated herein by reference are the name, title, business address, principal occupation and address of the business in which the principal occupation is conducted, and citizenship of each executive officer and director of the Filing Persons and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. During the last five years, none of the Filing Persons, or, to the knowledge of the Filing Persons, any of the persons listed on Appendix A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 8, 1998, PJLC acquired 9,045,930 Ordinary Shares (the "Transaction Shares") in connection with its sale of all of the outstanding shares of capital stock of Pepe Jeans USA, Inc. to Tommy Hilfiger U.S.A., Inc. ("TH USA"), a wholly owned subsidiary of the Company, pursuant to a Stock Purchase Agreement, dated as of January 31, 1998, by and among the Company, TH USA, Tommy Hilfiger (Eastern Hemisphere) Limited and PJLC (the "Stock Purchase Agreement") for $730,760,000 in cash and the Transaction Shares. The Stock Purchase 12 Agreement is included as Exhibit (1) hereto and is incorporated herein by reference. Prior to the acquisition of the Transaction Shares by PJLC, Hilfiger owned 10,000 Ordinary Shares previously acquired by him with personal funds. Prior to the acquisition by PJLC of the Transaction Shares, Horowitz owned 10,600 Ordinary Shares previously acquired by him with personal funds. ITEM 4. PURPOSE OF THE TRANSACTION. PJLC acquired the Transaction Shares for investment purposes in connection with the sale of the capital stock of Pepe Jeans USA, Inc. to TH USA pursuant to the Stock Purchase Agreement. The Filing Persons contemplate that the Transaction Shares may be transferred among the Filing Persons as permitted under the provisions of the Lock-Up Agreement described in Item 6 below. Other than as described above, none of the Filing Persons has any plan or proposal which relates to or would result in any of the transactions described in clauses (a) through (j) of Item 4 of Form 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of May 8, 1998, PJLC directly beneficially owns 9,045,930 Ordinary Shares, representing 19.4% of the outstanding Ordinary Shares. As of May 8, 1998 each of Blackwatch, AIHL, Anasta, Sportswear, Westleigh and Flair may be deemed to beneficially own 9,045,930 Ordinary Shares, representing 19.4% of the outstanding Ordinary Shares, through their respective direct or indirect ownership of the capital stock of PJLC. As of May 8, 1998, Hilfiger directly beneficially owns 10,000 Ordinary Shares and may be deemed to beneficially own an additional 9,045,930 Ordinary Shares through his indirect ownership of the capital stock of PJLC, together representing 19.4% of the outstanding Ordinary Shares. As of May 8, 1998, Horowitz directly beneficially owns 10,600 Ordinary Shares and may be deemed to beneficially own an additional 9,045,930 Ordinary Shares through his indirect ownership of the capital stock of PJLC, together representing 19.4% of the outstanding Ordinary Shares. The Filing Persons may be deemed to have shared voting power and shared dispositive power over the Transaction Shares (9,045,930 Ordinary Shares). Hilfiger has sole voting power and sole dispositive power over 10,000 Ordinary Shares. Horowitz has sole voting power and sole dispositive power over 10,600 Ordinary Shares. None of the other Filing Persons has sole voting power or sole dispositive power over any Ordinary Shares. 13 Other than as described above in Item 3, none of the Filing Persons or, to the knowledge of the Filing Persons, any of the persons listed in Appendix A hereto, has effected any transactions in the Ordinary Shares during the sixty days preceding the date of this report. Annex A hereto sets forth additional information, to the knowledge of the Filing Persons, as to the beneficial ownership of Ordinary Shares (other than the Transaction Shares) by the persons listed in Annex A. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Lock-Up Agreement. At the time that the parties entered into the Stock Purchase Agreement, PJLC, Blackwatch, AIHL, Anasta, Sportswear, Westleigh, Gadwal Limited (which subsequently assigned its rights and obligations thereunder to Flair), Hilfiger and Horowitz entered into a Lock-Up Agreement (the "Lock-Up Agreement") with the Company. Under the Lock-Up Agreement, the Filing Persons agreed, with certain exceptions, that prior to May 8, 2000, they will not sell or transfer the Transaction Shares. This transfer restriction does not apply to (1) sales or transfers of 3% of the Transaction Shares (i) to another Filing Person or a permitted transferee thereof or (ii) to any person or entity so long as Anasta beneficially owns such shares following the sale or transfer, (2) sales or transfers of the remaining 97% of the Transaction Shares so long as following such sale or transfer such Transaction Shares are beneficially owned 22.5% by Hilfiger, 7.5% by Horowitz, 35% by Westleigh and 35% by Flair, (3) sales or transfers upon Hilfiger's or Horowitz's death or incapacity to their respective legal or personal representatives and (4) transfers or sales in connection with a merger, consolidation or other business combination of the Company. The Filing Persons also agreed in the Lock-Up Agreement, subject to certain exceptions, that from May 8, 2000 until May 8, 2003 they will not sell or transfer the Transaction Shares to any person or entity who would, to such Filing Person's knowledge, beneficially own, immediately following the sale or transfer, 5% or more of the then outstanding Ordinary Shares. The provisions of the Lock-Up Agreement providing for the restriction on transfers through May 8, 2000 and the permitted exceptions described above may be amended only with the approval of a majority of votes cast at a meeting of shareholders of the Company (excluding the votes cast by the Filing Persons and their affiliates). The Lock-Up Agreement is included as Exhibit (2) hereto and is incorporated herein by reference. Registration Rights Agreement. On May 8, 1998, the Filing Persons entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Company. Under the Registration Rights Agreement, the Filing Persons, along with their successors and permitted transferees under the Lock-Up Agreement (collectively, the "Holders") will have the right to require the Company to register sales by the Holders of the Transaction Shares after May 8, 2000. The Holders are limited to a total of four such demand registrations. Any demand registration must include at least 1,000,000 Transaction Shares (subject to adjustment for stock splits and similar actions involving the Ordinary Shares). In addition, if following May 8, 2000, the Company proposes to file a registration statement under the Securities Act of 1933, as amended, that would also permit registration of the Transaction Shares (with certain exceptions), then the Company will provide the Holders an opportunity to register their Transaction Shares in connection with such registration. The 14 Registration Rights Agreement is filed as Exhibit (3) hereto and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Stock Purchase Agreement, dated as of January 31, 1998, by and among the Company, TH USA, Tommy Hilfiger (Eastern Hemisphere) Limited and PJLC (incorporated by reference to Annex A to the Proxy Statement of the Company dated March 30, 1998, filed with the Securities and Exchange Commission on March 30, 1998). (2) Lock-Up Agreement, dated as of January 31, 1998, by and among the Company PJLC, Blackwatch, AIHL, Anasta, Sportswear, Westleigh, Flair (as assignee of Gadwal), Hilfiger and Horowitz (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 1, 1998, filed with the Securities and Exchange Commission on April 1, 1998). (3) Registration Rights Agreement, dated as of May 8, 1998, by and among the Company and the Filing Persons. (4) Joint Filing Agreement. 15 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. May 14, 1998 PEPE JEANS LONDON CORPORATION By: /S/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Group CEO BLACKWATCH INVESTMENTS LIMITED By: /S/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Chairman AIHL INVESTMENT GROUP LIMITED By: /S/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Chairman ANASTA HOLDINGS LIMITED By: /S/ Gath A.T. Hewlett Name: Gath A.T. Hewlett Title: Vice President SPORTSWEAR HOLDINGS LIMITED By: /S/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Vice President and Managing Director 16 WESTLEIGH LIMITED By: /S/ Silas K.F. Chou Name: Silas K.F. Chou Title: Director FLAIR INVESTMENT HOLDINGS LIMITED By: /S/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Director /S/ Thomas J. Hilfiger Thomas J. Hilfiger /S/ Joel J. Horowitz Joel J. Horowitz 17 ANNEX A The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director and executive officer of Pepe Jeans London Corporation, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Silas K.F. Chou Chairman Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal and Director 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Executive 12/F, Novel Industrial Bldg. Officer of Novel 850-870 Lai Chi Kok Road Enterprises Cheung Sha Wan, Kowloon Limited Hong Kong Lawrence S. Stroll Group CEO Pepe Group PLC Director and Tommy Hilfiger Corporation Canada and Director 11 Lower Square Executive 6/F, Precious Industrial Centre Old Isleworth Officer of the Cheung Sha Wan, Kowloon Middlesex, UK TW7 6BN Company Hong Kong Sydney R. Neil Group CFO, Pepe Group PLC Director and Pepe Jeans London Corporation Great Secretary 11 Lower Square Executive Craigmuir Chambers Britain and Director Old Isleworth Officer of PJLC P.O. Box 71 Middlesex, UK TW7 6BN Road Town, Tortola British Virgin Islands Fred Gehring CEO-Europe Pepe Jeans Europe BV Director and Pepe Jeans London Corporation The and Director Atlanta Building Executive Craigmuir Chambers Netherlands Stadshouderskade 6 Officer of PJLC P.O. Box 71 I054 ES Amsterdam Road Town, Tortola The Netherlands British Virgin Islands Benjamin M.T. Ng* Director Tommy Hilfiger U.S.A., Director and Tommy Hilfiger Corporation United Inc. Executive 6/F, Precious Industrial Centre States 485 Fifth Avenue Officer of the Cheung Sha Wan, Kowloon New York, NY 10017 Company Hong Kong
- ---------- * See Notes to Annex A 18 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director and executive officer of Blackwatch Investments Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Silas K.F. Chou CEO and Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal Director 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Executive 12/F, Novel Industrial Bldg. Officer of Novel 850-870 Lai Chi Kok Road Enterprises Cheung Sha Wan, Kowloon Limited Hong Kong Lawrence S. Stroll Chairman and Pepe Group PLC Director and Tommy Hilfiger Corporation Canada Director 11 Lower Square Executive 6/F, Precious Industrial Centre Old Isleworth Officer of the Cheung Sha Wan, Kowloon Middlesex, UK TW7 6BN Company Hong Kong Benjamin M.T. Ng* Executive Tommy Hilfiger U.S.A., Director and Tommy Hilfiger Corporation United Vice Inc. Executive 6/F, Precious Industrial Centre States President 485 Fifth Avenue Officer of the Cheung Sha Wan, Kowloon and Director New York, NY 10017 Company Hong Kong
- ---------- * See Notes to Annex A 19 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director and executive officer of AIHL Investment Group Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Silas K.F. Chou CEO and Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal Director 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Executive 12/F, Novel Industrial Bldg. Officer of Novel 850-870 Lai Chi Kok Road Enterprises Cheung Sha Wan, Kowloon Limited Hong Kong Lawrence S. Stroll Chairman and Pepe Group PLC Director and Tommy Hilfiger Corporation Canada Director 11 Lower Square Executive 6/F, Precious Industrial Centre Old Islesworth Officer of the Cheung Sha Wan, Kowloon Middlesex, UK TW7 6BN Company Hong Kong Thomas J. Hilfiger Vice Tommy Hilfiger U.S.A., Director and Tommy Hilfiger Corporation United Chairman and Inc. Executive 6/F, Precious Industrial Centre States Director 485 Fifth Avenue Officer of the Cheung Sha Wan, Kowloon New York, NY 10017 Company Hong Kong Joel J. Horowitz President Tommy Hilfiger U.S.A., Director and Tommy Hilfiger Corporation United and Director Inc. Executive 6/F, Precious Industrial Centre States 25 West 39th Street Officer of the Cheung Sha Wan, Kowloon New York, NY 10018 Company Hong Kong Lester M.Y. Ma* Treasurer Novel Enterprises Ltd. Director and Novel Enterprises Ltd. Great and Director 12/F, Novel Industrial Bldg. Executive 12/F, Novel Industrial Bldg. Britain (HK) 850-870 Lai Chi Kok Road Officer of Novel 850-870 Lai Chi Kok Road Cheung Sha Wan, Kowloon Enterprises Cheung Sha Wan, Kowloon Hong Kong Limited Hong Kong Benjamin M.T. Ng* Executive Tommy Hilfiger U.S.A., Director and Tommy Hilfiger Corporation United Vice Inc. Executive 6/F, Precious Industrial Centre States President 485 Fifth Avenue Officer of the Cheung Sha Wan, Kowloon New York, NY 10017 Company Hong Kong
- ---------- * See Notes to Annex A 20 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director and executive officer of Anasta Holdings Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Gath A.T. Hewlett Vice Hamilton Trust and Corporate Hamilton Trust and Great President, Management Company Manager of Management Company Britain Treasurer The Tropic Isle Building Hamilton Trust The Tropic Isle Building and Director P.O. Box 438 and Management P.O. Box 438 Wickhams Cay, Tortola Company Wickhams Cay, Tortola British Virgin Islands British Virgin Islands Merthlyn Penn Director Hamilton Trust and Corporate Hamilton Trust and Great Management Company Manager of Management Company Britain The Tropic Isle Building Hamilton Trust The Tropic Isle Building P.O. Box 438 and Management P.O. Box 438 Wickhams Cay, Tortola Company Wickhams Cay, Tortola British Virgin Islands British Virgin Islands Linda Massac President Hamilton Trust and Corporate Hamilton Trust and Great and Director Management Company Manager of Management Company Britain The Tropic Isle Building Hamilton Trust The Tropic Isle Building P.O. Box 438 and Management P.O. Box 438 Wickhams Cay, Tortola Company Wickhams Cay, Tortola British Virgin Islands British Virgin Islands
21 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director and executive officer of Sportswear Holdings Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Silas K.F. Chou President, Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal Treasurer 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre and Director 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Executive 12/F, Novel Industrial Bldg. Officer of Novel 850-870 Lai Chi Kok Road Enterprises Cheung Sha Wan, Kowloon Limited Hong Kong Lawrence S. Stroll Vice Pepe Group PLC Director and Tommy Hilfiger Corporation Canada President, 11 Lower Square Executive 6/F, Precious Industrial Centre Managing Old Isleworth Officer of the Cheung Sha Wan, Kowloon Director and Middlesex, UK TW7 6BN Company Hong Kong Director Ronald K.Y. Chao* Director Novel Enterprises Ltd. Director and Novel Enterprises Ltd. Great 12/F, Novel Industrial Bldg. Executive 12/F, Novel Industrial Bldg. Britain (HK) 850-870 Lai Chi Kok Road Officer of Novel 850-870 Lai Chi Kok Road Cheung Sha Wan, Kowloon Enterprises Cheung Sha Wan, Kowloon Hong Kong Limited Hong Kong Leo Stroll Director Tommy Hilfiger Canada Director and Tommy Hilfiger Canada Inc. Canada Inc. Executive 7077, avenue du Parc 7077, avenue du Parc Officer of Tommy Suite #502 Suite #502 Hilfiger Canada Montreal, Quebec Montreal, Quebec Inc. Canada H3N 1X7 Canada H3N 1X7
- ---------- * See Notes to Annex A 22 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director of Westleigh Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Kuang-Piu Chao Director 12/F, Novel Industrial Director and 12/F, Novel Industrial Building China Building Executive 850-870 Lai Chi Kok Road 850-870 Lai Chi Kok Road Officer of Novel Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Enterprises Hong Kong Hong Kong Limited Silas K.F. Chou Director Novel Enterprises Ltd. Director and Tommy Hilfiger Corporation Portugal 12/F, Novel Industrial Bldg. Executive 6/F, Precious Industrial Centre 850-870 Lai Chi Kok Road Officer of the Cheung Sha Wan, Kowloon Cheung Sha Wan, Kowloon Company Hong Kong Hong Kong Director and Novel Enterprises Ltd. Executive 12/F, Novel Industrial Bldg. Officer of Novel 850-870 Lai Chi Kok Road Enterprises Cheung Sha Wan, Kowloon Limited Hong Kong Ronald K.Y. Chao* Director Novel Enterprises Ltd. Director and Novel Enterprises Ltd. Great 12/F, Novel Industrial Bldg. Executive 12/F, Novel Industrial Building Britain (HK) 850-870 Lai Chi Kok Road Officer of Novel 850-870 Lai Chi Kok Road Cheung Sha Wan, Kowloon Enterprises Cheung Sha Wan, Kowloon Hong Kong Limited Hong Kong Susana Chou Director Avenida de Vendeslau de Director and Novel Enterprises Ltd. Portugal Morais Executive 12/F, Novel Industrial Building No. 181-183 Edificio Officer of 850-870 Lai Chi Kok Road Industrial Va Novel Cheung Sha Wan, Kowloon Meng, Enterprises Hong Kong 1 Andar, Macau Limited
- ---------- * See Notes to Annex A 23 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director of Flair Investment Holdings Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Lawrence S. Stroll Director Pepe Group PLC Director and Tommy Hilfiger Corporation Canada 11 Lower Square Executive 6/F, Precious Industrial Centre Old Isleworth Officer of the Cheung Sha Wan, Kowloon Middlesex, UK TW7 6BN Company Hong Kong Marcos Romagosa* Director IMG (Monaco) Officer of IMG IMG (Monaco) Spain Est-Ouest (Monaco) Est-Ouest 24, Blvd. Princess Charlotte 24, Blvd. Princess Charlotte Monte-Carlo Monte-Carlo MC 98000 Monaco MC 98000 Monaco John Palliser* Director IMG (Monaco) Officer of IMG IMG (Monaco) Great Est-Ouest (Monaco) Est-Ouest Britain 24, Blvd. Princess Charlotte 24, Blvd. Princess Charlotte Monte-Carlo Monte-Carlo MC 98000 Monaco MC 98000 Monaco
- ---------- * See Notes to Annex A 24 The name, title, business address, present principal occupation and the address of business in which the principal occupation is conducted, and citizenship of each director of Gadwal Limited, are set forth below.
PRESENT ADDRESS OF BUSINESS PRINCIPAL IN WHICH PRINCIPAL NAME TITLE BUSINESS ADDRESS OCCUPATION OCCUPATION CONDUCTED CITIZENSHIP Lawrence S. Stroll Director Pepe Group PLC Director and Tommy Hilfiger Corporation Canada 11 Lower Square Executive 6/F, Precious Industrial Centre Old Isleworth Officer of the Cheung Sha Wan, Kowloon Middlesex, UK TW7 6BN Company Hong Kong Jonathan J. Robinson Director Robinson Sheppard Shapiro Attorney Robinson Sheppard Shapiro Canada Stock Exchange Tower Stock Exchange Tower 800 Place Victoria 800 Place Victoria Suite 4700 Suite 4700 Montreal, Quebec, Montreal, Quebec, Canada H4Z 1H6 Canada H4Z 1H6
25 Notes to Annex A 1. Mr. Ng has the right to acquire beneficial ownership of 153,070 Ordinary Shares pursuant to currently exercisable stock options previously granted to him under the Company's stock incentive plans. 2. Mr. Ma has the right to acquire beneficial ownership of 4,600 Ordinary Shares pursuant to currently exercisable stock options previously granted to him under the Company's stock incentive plans. 3. Mr. Chao has the right to acquire beneficial ownership of 2,400 Ordinary Shares pursuant to currently exercisable stock options previously granted to him under the Company's stock incentive plans. "Currently exercisable options" for the purposes of the above include options becoming vested and exercisable within 60 days from the date of this report. 4. As of May 8, 1998, Messrs. Romagosa and Palliser may be deemed to beneficially own 9,200 Ordinary Shares held by various investment companies of which they serve as directors. 26 EX-10 2 EXHIBIT 3-REGISTRATION RIGHTS AGREEMENT Exhibit 3 Conformed Copy ================================================================================ REGISTRATION RIGHTS AGREEMENT by and among TOMMY HILFIGER CORPORATION, PEPE JEANS LONDON CORPORATION, BLACKWATCH INVESTMENTS LIMITED, AIHL INVESTMENT GROUP LIMITED, ANASTA HOLDINGS LIMITED, SPORTSWEAR HOLDINGS LIMITED, WESTLEIGH LIMITED, FLAIR INVESTMENT HOLDINGS LIMITED THOMAS J. HILFIGER and JOEL J. HOROWITZ Dated as of May 8, 1998 ================================================================================ REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 8, 1998 (the "Agreement"), is by and among Tommy Hilfiger Corporation, a British Virgin Islands corporation (the "Company"), Pepe Jeans London Corporation, a British Virgin Islands corporation ("PJLC"), Blackwatch Investments Limited, a British Virgin Islands corporation, AIHL Investment Group Limited, a British Virgin Islands corporation ("AIHL"), Anasta Holdings Limited, a British Virgin Islands corporation, Sportswear Holdings Limited, a British Virgin Islands corporation, Westleigh Limited, a British Virgin Islands corporation, Flair Investment Holdings Limited, a British Virgin Islands corporation, Thomas J. Hilfiger ("TJH") and Joel J. Horowitz ("JJH"). The parties hereto other than the Company are sometimes collectively referred to herein as the "Stockholders." RECITALS WHEREAS, the Company, certain subsidiaries of the Company and PJLC have entered into a Stock Purchase Agreement dated as of January 31, 1998 (the "Stock Purchase Agreement") (all capitalized terms used but not defined herein have the meanings given to them in the Stock Purchase Agreement); WHEREAS, pursuant to the Stock Purchase Agreement, upon consummation of the Stock Purchases, among other things, the Company will deliver to TH USA and TH USA will deliver to PJLC 9,045,930 Ordinary Shares, par value $.01 per share, of the Company (the "Shares"); WHEREAS, AIHL has entered into a Guarantee, dated as of the date of the Stock Purchase Agreement, pursuant to which AIHL has guaranteed all of the obligations of PJLC under the Stock Purchase Agreement; WHEREAS, the parties hereto have entered into a lock-up agreement, dated as of the date of the Stock Purchase Agreement (the "Lock-Up Agreement"), pursuant to which the Stockholders have agreed to certain restrictions on the sale, transfer or other disposition of the Shares; and WHEREAS, the Company has agreed to grant to the Stockholders certain registration rights with respect to the Shares. NOW THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: Section 1. Definitions. (a) As used in this Agreement, the following terms shall have the following meanings: "Agreement" shall have the meaning set forth in the preamble. "Closing Date" shall mean the date of closing of the Stock Purchases under the Stock Purchase Agreement. "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. "Cutback" shall have the meaning set forth in Section 2(a)(iii). "Demand Notice" shall have the meaning set forth in Section 2(a)(i). "Demand Request" shall have the meaning set forth in Section 2(a)(i). "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Incidental Registration" shall mean a registration required to be effected pursuant to Section 2(b). "Incidental Registration Statement" shall mean a registration statement of the Company, as provided in Section 2(b), which covers any of the Registrable Securities on an appropriate form in accordance with the Securities Act and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "NASD" shall mean the National Association of Securities Dealers, Inc. "Ordinary Shares" shall mean the Ordinary Shares, par value $.01 per share, of the Company. "Participating Stockholders" shall mean those Stockholders electing to participate in a Required Registration pursuant to Section 2(a) or in an Incidental Registration pursuant to Section 2(b). "Person" shall mean any individual, limited or general partnership, corporation, trust, joint venture, association, joint stock company or unincorporated organization or any government or agency, regulatory body or other authority or political subdivision thereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary Prospectus, and any such Prospectus as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities and by all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. -3- "Registrable Securities" shall mean the Shares and any securities issued or issuable in respect of the Shares by way of conversion, exchange, stock dividend, split, combination, recapitalization, merger, consolidation or other reorganization; provided that any Registrable Security shall cease to be a Registrable Security when (i) a registration statement covering such Registrable Security has been declared effective by the SEC and such Registrable Security has been disposed of pursuant to such effective registration statement, (ii) it is sold pursuant to Rule 144 promulgated under the Securities Act, (iii) it has been otherwise transferred, upon which transfer the Company has delivered a new certificate or other evidence of ownership for such Registrable Security not bearing the legend required by Section 4(a)(i) of the Lock-Up Agreement and it may be resold without subsequent registration under the Securities Act, (iv) the restrictive legends set forth on the certificates representing such Registrable Security shall be removed pursuant to Section 4(b) of the Lock-Up Agreement or the holder thereof shall otherwise be able to sell such shares pursuant to Rule 144(k) under the Securities Act or (v) it shall have ceased to be outstanding. "Registration Expenses" shall mean all expenses incurred in compliance with this Agreement by the Company and its subsidiaries, including: (i) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel in connection with such compliance and the preparation of a Blue Sky Memorandum and legal investment survey), (ii) all preparing, printing and mailing costs of any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements and stock certificates, and (iii) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company; provided, however, that Registration Expenses shall not include (x) SEC, stock exchange, NASD and other registration, listing and filing fees attributable to the Registrable Securities, (y) underwriting discounts or commissions attributable to Registrable Securities or (z) the fees and disbursements of counsel for any Stockholder. "Registration Statement" shall mean any registration statement of the Company which covers any Registrable Securities and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Required Registration" shall mean a registration required to be effected pursuant to Section 2(a). "Required Registration Statement" shall mean a registration statement of the Company which covers all of the Registrable Securities requested to be included therein pursuant -4- to the provisions of Section 2(a) on an appropriate form pursuant to the Securities Act, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended from time to time. "Underwriter" shall have the meaning set forth in Section 5(a). "Underwritten Offering" shall mean a sale of securities of the Company to an Underwriter or Underwriters for reoffering to the public. Section 2. Registration Under the Securities Act. (a) Required Registration. (i) Right to Request Registration. Subject to Section 2(a)(ii), at any time or from time to time following the second anniversary of the Closing Date, any Stockholder shall have the right to request in writing (a "Demand Request") (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof) that the Company register such Registrable Securities by filing with the SEC a Required Registration Statement. The Company will, within 10 days of receiving a Demand Request, give written notice thereof (a "Demand Notice") to all remaining Stockholders and will, not later than the 60th calendar day after the receipt of such a Demand Request, cause to be filed a Required Registration Statement covering all the Registrable Securities which the Stockholders shall request in writing to be included in such Required Registration Statement (which written requests by the remaining Stockholders shall specify the number of Registrable Securities requested to be included and, if the initiator of the Demand Request did not propose to sell through an Underwritten Offering, the means of distribution, and which written request shall be given within 10 days of receipt of the Demand Notice) and any Ordinary Shares that the Company proposes to register, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of distribution thereof specified in such request (provided that the Company may delay such filing by not more than 120 days if the Company, prior to the time it would otherwise have been required to file such Registration Statement, determines in good faith that the filing of the Registration Statement would require the disclosure of non-public material information that, in the reasonable judgment of the Company, would be detrimental to the Company if so disclosed or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction; provided, further that the Stockholders may withdraw the Demand Request upon prompt notice to the Company if such delay exceeds 30 days), and shall use its reasonable efforts to have such Required Registration -5- Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 180 calendar days following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Required Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder. The registration rights granted pursuant to the provisions of this paragraph (a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2. (ii) Number of Registrations; Size of Offering. The Company shall not be required, pursuant to this Section 2(a), to effect more than four (4) Required Registrations. In addition, the Company shall not be required to file a Required Registration Statement if (x) less than 180 calendar days have elapsed since the effective date of (i) a prior Registration Statement with respect to which the Stockholders were given the opportunity to register their Registrable Securities (without being subject to any reduction, pursuant to Section 2(b)(ii), in the maximum number of Registrable Securities which they may register) or (ii) a prior Registration Statement filed pursuant to a Required Registration or (y) the total number of Registrable Securities requested by the Stockholders to be included in the registration is less than 1,000,000 (which number shall be adjusted from time to time for any stock splits, stock dividends or combinations of Ordinary Shares after the date of this Agreement). (iii) Pro Rata Participation in Required Registrations. If a registration pursuant to this Section 2(a) involves an Underwritten Offering of both Registrable Securities and Ordinary Shares offered by the Company, and the Underwriter or the managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to the initiating Stockholder and each other Participating Stockholder) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the number of shares included in such offering by the Company and the Participating Stockholders shall be reduced pro rata on the basis of the number of the securities requested to be included by the Company and the Participating Stockholders (a "Cutback"); provided, however, that in the event the Company will not, by virtue of this Section 2(a)(iii), include in any such registration all of the Registrable Securities of a Participating Stockholder requested to be included in such registration, such Participating Stockholder may, upon written notice to the Company given within 3 days of the time such Participating Stockholder first is notified of such matter, reduce the amount of its Registrable Securities it desires to be included in such registration, in which event (A) only the Registrable Securities, -6- if any, it desires to have included will be included and (B) the number of Registrable Securities it would otherwise have been able to include, but for such requested reduction, shall be reallocated to the other Participating Stockholders on a pro rata basis based on the number of Registrable Securities that such Participating Stockholders initially had requested to be included. If the number of Registrable Securities subject to the Cutback exceeds 25% of the Registrable Securities proposed to be sold by all Participating Stockholders as a result of the Company participating in such Underwritten Offering, such Underwritten Offering shall not be deemed to be a Required Registration for purposes of the first sentence of Section 2(a)(ii). (b) Incidental Registration. (i) Right to Include Registrable Securities. If the Company at any time or from time to time after the second anniversary of the Closing Date, proposes to register any of its Ordinary Shares under the Securities Act or proposes to register any other securities under the Securities Act on a form that would permit registration of the Registrable Securities for resale by the Stockholders (other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company, or (B) pursuant to paragraph (a) of this Section 2, or (C) pursuant to a registration statement filed in connection with an exchange offer), whether in connection with a primary or secondary offering, and there are Registrable Securities which at such time are not then registered under another Registration Statement which is then effective, the Company will, each time it intends to effect such a registration, give written notice to the Stockholders at least 20 days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing the Stockholders of its intent to file such Registration Statement, the intended method of distribution thereof and of the Stockholders' right to request the registration of the Registrable Securities under this paragraph (b). Upon the written request of a Stockholder made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder), the Company will use its reasonable efforts to effect the registration under the Securities Act of such Registrable Securities which the Company has been so requested to register by the Stockholders; provided, however, that if, at any time after giving written notice of its intention to register any Ordinary Shares and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such Ordinary Shares, the Company may, at its election, give written notice of such determination to the Stockholders and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. The Stockholders may not elect to exercise their rights under this paragraph (b)(i) with respect to less than the lesser of (A) 500,000 Registrable Securities (which number shall be adjusted from time to time for any stock splits, stock dividends or combinations of Ordinary Shares after the date of this Agreement) and (B) all of the remaining Registrable Securities then held by the Stockholders. -7- The registration rights granted pursuant to the provisions of this paragraph (b) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2. (ii) Priority in Incidental Registrations. If a registration pursuant to this paragraph (b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, which securities are to be distributed (on a firm commitment basis) by or through one or more Underwriters of recognized standing under underwriting terms appropriate for such transaction, and the Underwriter or the managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to the Participating Stockholders) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company will include in such registration first, all the securities proposed to be sold by the Company pursuant to such registration statement, and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Participating Stockholders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities) requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this subparagraph (b)(ii), include in any such registration all of the Registrable Securities of any Participating Stockholder requested to be included in such registration, such Participating Stockholder may, upon written notice to the Company given within 3 days of the time such Participating Stockholder first is notified of such matter, withdraw all of its Registrable Securities from such registration. (c) Expenses. The Participating Stockholders shall pay all Registration Expenses in connection with each registration pursuant to Section 2(a) in which the Company is not offering any Ordinary Shares, and the Company agrees to pay all Registration Expenses in connection with each registration pursuant to Section 2(b) and each registration pursuant to Section 2(a) in which the Company is offering Ordinary Shares. The Participating Stockholders shall pay all SEC, stock exchange, NASD and other registration, listing and filing fees and all discounts and commissions payable to underwriters, selling brokers, managers or other similar Persons, in each case attributable to the sale or disposition of their respective Registrable Securities pursuant to any such registration, and the fees and disbursements of their respective counsel. (d) Effective Registration Statement; Suspension. A Registration Statement pursuant to this Section 2 will not be deemed to have become effective (and the related registration will not be deemed to have been effected) unless it has been declared effective by the SEC. If at any time the Required Registration Statement or any prospectus included therein contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statement therein not misleading, the Company shall notify the Participating Stockholders who shall forthwith discontinue sales thereunder. The -8- Company shall use its reasonable efforts to prepare a supplement or post-effective amendment to the Required Registration Statement or the related prospectus. Any period during which the Company fails to keep any Required Registration Statement effective and usable for resale of Registrable Securities as a result of such an omission or misstatement shall be referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that any Required Registration Statement is no longer effective or usable for resale of Registrable Securities to and including the date the Stockholders either receive the copies of the supplemented or amended Prospectus or are advised in writing by the Company that the use of the Prospectus may be resumed. In the event of one or more Suspension Periods, the 180-day time periods referenced in paragraph (a) of this Section 2 shall be extended by the number of days included in each such Suspension Period. If in connection with a Required Registration a Suspension Period due to an omission or misstatement of the Company exceeds 60 days, the Stockholders may withdraw the Demand Request upon prompt notice to the Company, and such Underwritten Offering shall not be deemed to be a Required Registration for purposes of the first sentence of Section 2(a)(ii). (e) Selection of Underwriters. If any securities under an Incidental Registration Statement are to be sold in an Underwritten Offering, the Company will select the investment banker or investment bankers and manager or managers that will serve as Underwriter with respect to the Underwritten Offering. If any securities under a Required Registration Statement are to be sold in an Underwritten Offering, the holders of a majority of the Registrable Securities proposed to be sold by the Participating Stockholders in such Underwritten Offering may select a nationally recognized investment banking firm reasonably acceptable to the Company as the manager or managers that will serve as Underwriter with respect to the Underwritten Offering; provided, however, the Company will select the manager or managers in any Underwritten Offering in which the Company is offering to sell more Ordinary Shares than the Participating Stockholders taken as a whole. No Stockholder may participate in any Underwritten Offering hereunder unless such Stockholder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such Underwritten Offering, in each case, in the form and upon terms reasonably acceptable to the Company. Section 3. Restrictions on Public Sale by Stockholders. If any Stockholder's Registrable Securities are covered by an Incidental Registration Statement filed pursuant to Section 2, such Stockholder agrees, if the offering is an Underwritten Offering, that to the extent requested by the Underwriter or managing Underwriter in such an Underwritten Offering, not to effect any public sale or distribution of Ordinary Shares during the 14-day period prior to, and during the 120-day period beginning on, the effective date of the Registration Statement. Section 4. Registration Procedures. In connection with the obligations of the Company pursuant to Section 2, the Company shall use its reasonable efforts to effect or cause to be effected the registration of the -9- Registrable Securities under the Securities Act to permit the sale of such Registrable Securities by the Stockholders as set forth in Section 2, and the Company shall use reasonable efforts to: (a) (i) prepare and file a Registration Statement with the SEC, within the time period specified in paragraph (a) of Section 2 with respect to a Required Registration, which Registration Statement (x) shall be on a form selected by the Company for which the Company qualifies and shall be reasonably acceptable to counsel for the Stockholders, (y) shall be available for the sale of the Registrable Securities in accordance with the intended method of distribution by the Stockholders, and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, (ii) cause such Registration Statement to become effective and remain effective in accordance with Section 2, and (iii) cause each Registration Statement prepared pursuant to Section 2 and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment or supplement (x) to comply in all material respects with any requirements of the Securities Act and the rules and regulations of the SEC and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) prepare and file with the SEC such amendments and post-effective amendments to each such Registration Statement, as may be necessary to keep such Registration Statement effective for the applicable period; cause each such Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method of distribution by the Stockholders, as set forth in such Registration Statement; (c) furnish to each Stockholder participating in a registration pursuant to Section 2 and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Stockholder or such Underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; (d) (i) register or qualify the Registrable Securities, no later than the time the applicable Registration Statement is declared effective by the SEC, under all applicable state securities or "blue sky" laws of such jurisdictions as each Underwriter, if any, or each Participating Stockholder shall reasonably request; and (ii) keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; -10- (e) notify each Participating Stockholder promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of a Registration Statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the occurrence of any Suspension Period; (f) furnish counsel for each such Underwriter, if any, and for each participating Stockholder copies of any request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information; (g) obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible time; (h) upon request, furnish to the Underwriter or managing Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, at least one signed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and furnish to each Participating Stockholder, without charge, one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (i) in the case of an Underwritten Offering, enter into underwriting agreements in customary form which include provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein; (j) cause all Registrable Securities to be listed on any securities exchange on which the Ordinary Shares are then listed or to be quoted in any inter-dealer quotations system in which the Ordinary Shares are then quoted if so requested by the Participating Stockholders or by the Underwriter or Underwriters of an Underwritten Offering of Registrable Securities, if any; and (k) comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. Each Stockholder agrees, as a condition to the registration obligations provided herein, to furnish to the Company such information regarding such Stockholder, the ownership of -11- Registrable Securities by such Stockholder and the proposed distribution by such Stockholder of such Registrable Securities as the Company may from time to time reasonably request in writing. Each Stockholder agrees that, upon receipt of any notice from the Company of the happening of a Suspension Period, such Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to the affected Registration Statement until such Stockholder's receipt of the copies of any supplemented or amended Prospectus, and, if so directed by the Company, such Stockholder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Stockholder's possession, of the Prospectus covering such Registrable Securities which was current at the time of receipt of such notice. Section 5. Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Person who participates as an underwriter (any such Person being an "Underwriter"), each Stockholder and their respective partners, directors, officers and employees and each Person, if any, who controls any Stockholder or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, liabilities, claims, damages, judgments and reasonable expenses arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement does not apply to any Stockholder or any Underwriter or their respective partners, directors, officers and employees and each Person, if any, who controls any Stockholder or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission (A) made in reliance upon and in conformity with written information furnished to the Company by such Stockholder or such Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) or (B) if such untrue statement or omission or alleged untrue statement or omission was corrected in an amended or supplemented Registration Statement or Prospectus and the Company had furnished copies thereof to the selling Underwriter or the selling Stockholder prior to the relevant date of sale by such Underwriter or such Stockholder to the Person asserting such loss, liability, claim, damage, judgment or expense (provided, in the case of an Underwritten Offering, the limitation in this clause (B) shall not apply to a Participating Stockholder). -12- (b) Indemnification by Stockholders, Underwriters, Etc. Each Stockholder agrees to indemnify and hold harmless the Company and each Underwriter, and each of their respective partners, directors, officers and employees (including each officer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company, or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in paragraph (a) of this Section 5, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Stockholder for use in such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto). The Company shall be entitled to receive indemnification and contribution from or on behalf of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons for inclusion in any Prospectus or Registration Statement. (c) Conduct of Indemnification Proceedings. Each indemnified party or parties shall give reasonably prompt notice to each indemnifying party or parties of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party or parties shall not relieve it or them from any liability which it or they may have under this indemnity agreement, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. If the indemnifying party or parties so elects within a reasonable time after receipt of such notice, the indemnifying party or parties may assume the defense of such action or proceeding at such indemnifying party's or parties' expense with counsel chosen by the indemnifying party or parties and approved by the indemnified party defendant in such action or proceeding, which approval shall not be unreasonably withheld. In the event, however, that an indemnified party reasonably determines that representation by counsel to an indemnifying party of both the indemnifying party and such indemnified party could reasonably be expected to present such counsel with a conflict of interest, then the indemnified party may employ separate counsel to represent or defend it in any such action or proceeding and the indemnifying party will pay the fees and expenses of such counsel; provided, that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all indemnified parties. If an indemnifying party or parties does not assume such defense within 30 days, after having received the notice referred to in the first sentence of this paragraph (c), the indemnifying party or parties will pay the reasonable fees and expenses of counsel for the indemnified party or parties (limited in each jurisdiction to one counsel for all indemnified parties under this Agreement). In such event, however, no indemnifying party or parties will be liable for any settlement effected without the written consent of such indemnifying party or parties which consent shall not unreasonably be withheld or delayed. If an indemnifying party assumes the defense of such action or proceeding in accordance with this paragraph (c), such indemnifying party or parties shall not, except as otherwise provided in this paragraph (c), be liable for any fees and expenses of counsel for the indemnified parties incurred in connection with such action or proceeding. -13- (d) Contribution. (i) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in this Section 5 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms in respect of any losses, liabilities, claims, damages, judgments and expenses suffered by an indemnified party referred to therein, each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, liabilities, claims, damages, judgments and expenses in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and of such indemnified party on the other (including, in each case, that of their respective officers, directors, employees and agents) in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other (including, in each case, that of their respective officers, directors, employees and agents) shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party, on the one hand, or by or on behalf of such indemnified party, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (ii) For purposes of this Section 5, each Person, if any, who controls a Stockholder or an Underwriter within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Stockholder or such Underwriter; and each director of the Company, each officer of the Company who signed the Registration Statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, shall have the same rights to contribution as the Company. Section 6. Securities Act Exemptions. (a) The Company (i) shall comply in all material respects with the reporting requirements of the Exchange Act in a timely manner and (ii) shall comply in all material respects with all other public information reporting requirements required by the SEC as a condition to the availability of an exemption from the registration requirements of the Securities Act for the sale of the Registrable Securities currently existing or hereafter adopted. (b) The Company shall cooperate with the Stockholders in supplying such information as may reasonably be necessary for the Stockholders to determine the availability of an exemption from the registration requirements of the Securities Act for the sale of the Registrable Securities and for the Stockholders to complete and file any information reporting forms currently or hereafter required by the SEC as a condition to the availability of such exemption. -14- Section 7. Miscellaneous. (a) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Stockholder, at the most current address given by such Stockholder to the Company by means of a notice given in accordance with the provisions of this paragraph (a), or (ii) if to the Company, initially c/o Tommy Hilfiger U.S.A., Inc., 25 West 39th Street, New York, New York 10018, Attention: Joel J. Horowitz, and thereafter at such other address, notice of which is given in accordance with the provisions of this paragraph (a), with a copy to Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, Attention: Eric S. Robinson, Esq. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; four business days after being deposited in the mail, first-class postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to a courier guaranteeing overnight delivery. (b) Successors and Assigns. No Stockholder may transfer or assign any of its rights and obligations under this Agreement without the prior written consent of the Company, except that without the prior written consent of the Company, any Stockholder may assign its rights and obligations hereunder to any Transferee (as defined in the Lock-Up Agreement) in connection with a Transfer (as defined in the Lock-Up Agreement) that is not prohibited pursuant to the Lock-Up Agreement so long as such Transferee shall comply with Section 1(c) of the Lock-Up Agreement, to the extent applicable; provided, however, that no such assignment shall relieve any Stockholder of liability for any breach of this Agreement by such assignees. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. (c) Amendment; Beneficiaries. No person or entity other than the parties hereto, their successors and permitted assigns shall have any right to enforce any of the provisions of this Agreement or to sue hereunder. This Agreement and the provisions hereof may be amended, altered, modified or waived only by the mutual agreement in writing of each of the parties hereto, and the consent of no person or entity other than each party hereto shall be required to amend, alter, modify or waive this Agreement or any provision hereof. No person or entity other than a party hereto shall be deemed a beneficiary or a third-party beneficiary under this Agreement. (d) Counterparts. This Agreement may be executed in counterparts, all of which taken together, shall constitute one and the same agreement. (e) Descriptive Headings, Etc. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. Unless the context of this Agreement otherwise requires: (i) words of any gender shall be deemed to include each other gender; (ii) words using the singular or plural number shall also include the plural or singular number, respectively; (iii) the words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and para- -15- graph, references are to the Sections and paragraphs to this Agreement unless otherwise specified; (iv) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; (A) the word "or" is not exclusive; and (B) provisions apply to successive events and transactions. (f) GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS TO BE PERFORMED IN NEW YORK. EACH OF THE PARTIES HERETO CONSENTS TO AND HEREBY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PROVISIONS CONTAINED IN THIS PARAGRAPH (F) SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR IN CONNECTION HEREWITH IS HEREBY WAIVED. (g) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, premises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. TOMMY HILFIGER CORPORATION By: /s/ Joel J. Horowitz Name: Joel J. Horowitz Title:Chief Executive Officer PEPE JEANS LONDON CORPORATION By: /s/ Lawrence S. Stroll Name: Lawrence S. Strol Title:Group CEO BLACKWATCH INVESTMENTS LIMITED By: /s/ Silas K.F. Chou Name: Silas K.F. Chou Title:CEO AIHL INVESTMENT GROUP LIMITED By: /s/ Silas K.F. Chou Name: Silas K.F. Chou Title:CEO ANASTA HOLDINGS LIMITED By: /s/ Linda Massac Name: Linda Massac Title:Director SPORTSWEAR HOLDINGS LIMITED By: /s/ Silas K.F. Chou Name: Silas K.F. Chou Title:Director WESTLEIGH LIMITED By: /s/ Silas K.F. Chou Name: Silas K.F. Chou Title:Director FLAIR INVESTMENT HOLDINGS LIMITED By: /s/ Lawrence S. Stroll Name: Lawrence S. Strol Title:Director /s/ Thomas J. Hilfiger Thomas J. Hilfiger /s/ Joel J. Horowitz Joel J. Horowitz -17- EX-99 3 EXHIBIT 4-JOINT FILING AGREEMENT Exhibit 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares, par value $.01 per share, of Tommy Hilfiger Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. May 14, 1998 PEPE JEANS LONDON CORPORATION By: /s/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Group CEO BLACKWATCH INVESTMENTS LIMITED By: /s/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Chairman AIHL INVESTMENT GROUP LIMITED By: /s/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Chairman ANASTA HOLDINGS LIMITED By: /s/ Gath A.T. Hewlett Name: Gath A.T. Hewlett Title: Vice President SPORTSWEAR HOLDINGS LIMITED By: /s/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Vice President and Managing Director WESTLEIGH LIMITED By: /s/ Silas K.F. Chou Name: Silas K.F. Chou Title: Director FLAIR INVESTMENT HOLDINGS LIMITED By: /s/ Lawrence S. Stroll Name: Lawrence S. Stroll Title: Director /s/ Thomas J. Hilfiger Thomas J. Hilfiger /s/ Joel J. Horowitz Joel J. Horowitz 2 -----END PRIVACY-ENHANCED MESSAGE-----