NT 10-Q 1 nov912b.txt FORM NT 10-Q ------------------------- OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response...2.50 ------------------------- SEC File Number: 001-11226 CUSIP Number: G8915Z102 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR |_| Form N-CSR For Period Ended: September 30, 2004 ------------------------------------------- |_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q |_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR |_| Transition Report on Form 11-K For the Transition Period Ended: -------------------------------------- -------------------------------------------------------------------------------- READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. -------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ------------------------- PART I REGISTRANT INFORMATION Full Name of Registrant: Tommy Hilfiger Corporation Former Name if Applicable: Address of Principal Executive Office (STREET AND NUMBER): 9/F, Novel Industrial Building, 850-870 Lai Chi Kok Road, Cheung Sha Wan, Kowloon, Hong Kong City, State and Zip Code: PART II RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) | (a) The reasons described in reasonable detail in Part III of this | form could not be eliminated without unreasonable effort or | expense; | | (b) The subject annual report, semi-annual report, transition report | on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or |_| | portion thereof, will be filed on or before the fifteenth | calendar day following the prescribed due date; or the subject | quarterly report of transition report on Form 10-Q, or portion | thereof, will be filed on or before the fifth calendar day | following the prescribed due date; and | | (c) The accountant's statement or other exhibit required by Rule | 12b-25(c) been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. On September 24, 2004, Tommy Hilfiger U.S.A., Inc. ("THUSA"), a wholly-owned subsidiary of Tommy Hilfiger Corporation (the "Company"), announced that it had received a grand jury subpoena issued by the U.S. Attorney's Office for the Southern District of New York (the "U.S. Attorney's Office") seeking documents generally relating to THUSA's domestic and/or international buying office commissions since 1990 and that certain of THUSA's current and former employees had received subpoenas. On November 3, 2004, the Company announced that its Board of Directors had formed a Special Committee of independent directors to conduct an independent investigation into matters arising out the governmental investigation. In addition, THUSA has retained FTI Consulting, Inc. to review the buying office commission rates paid by the Company's subsidiaries over time and to report to the Board and the Special Committee its conclusions. The Company is unable to make a reasonable estimate of its after-tax results for the second quarter of fiscal 2005 pending the reviews by the Special Committee of the Board of Directors and FTI Consulting, Inc. Accordingly, the Company is delaying the release of its after-tax results for the second quarter of fiscal year ending March 31, 2005 and the filing of its quarterly report on Form 10-Q, which was due on November 9, 2004. PricewaterhouseCoopers LLP, the Company's independent public accountants, has advised the Company that its review of the second quarter financial statements cannot be completed until after the Special Committee has substantially completed its review. -2- The Company intends to file its Form 10-Q as soon as practicable following the resolution of the foregoing matters. The Company does not expect to be able to file its Form 10-Q by the end of the five day extension period provided by Rule 12b-25(b)(2)(ii). PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Joseph Scirocco (212) 840-8888 -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. On November 3, 2004, the Company announced that net revenues for its second fiscal quarter ended September 30, 2004 of fiscal 2005 was $536.1 million compared to $547.9 million in the second quarter of the prior fiscal year, and that pretax income for the second quarter of fiscal 2005 was $69.3 million as compared to pretax income of $81.0 million in the corresponding quarter a year ago. The Company stated that sales for the period were impacted by several factors in our U.S. businesses, including a lackluster back to school and early fall season, as well as continued economic weakness. As a result, sales were accompanied by higher than expected markdowns. Included in pretax results for the quarter ended September 30, 2004 are previously announced charges of $2.2 million related to the closing of the Company's Secaucus, NJ distribution facility, as well as impairment charges of $3.1 million for shop fixtures. The Company also stated that the financial results announced on November 3, 2004 did not contain any provision for liabilities related to the U.S. Attorney's Office investigation or the related lawsuits since the Company cannot at this time assess the probability of loss or estimate the potential financial exposure relating to such matters. The Company stated, however, that such amounts could be material. The Company is unable to make a reasonable estimate of its after-tax results for the second quarter of fiscal 2005 pending the reviews by the Special Committee of the Board of Directors and FTI Consulting, Inc. as described in Part III above. -3- Tommy Hilfiger Corporation -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 10, 2004 By: /s/ Joseph Scirocco ------------------------- ------------------------------------------ Name: Joseph Scirocco Title: Chief Financial Officer, Senior Vice President and Treasurer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. -4-