-----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, Bj/OSCWYPY4M7LzOEP6zbwuWmoYNlJPY98Hk67aGCI3h/nAPkm43AhJX3alfFCjL bp7ne7yMFKMkz+u4cI1D+w== 0000898822-06-000111.txt : 20060228 0000898822-06-000111.hdr.sgml : 20060228 20060228171947 ACCESSION NUMBER: 0000898822-06-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11226 FILM NUMBER: 06652169 BUSINESS ADDRESS: STREET 1: 9/F NOVOL INDUSTRIAL BLDG STREET 2: 850 870 LAI CHI KOK ROAD CITY: CHEUNG SHA WAN KOWLO STATE: K3 BUSINESS PHONE: 85222160668 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 feb288k.txt FORM 8-K, FILED FEBRUARY 28, 2006 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): FEBRUARY 28, 2006 TOMMY HILFIGER CORPORATION (Exact Name of Registrant as Specified in its Charter) BRITISH VIRGIN ISLANDS 1-11226 98-0372112 - ---------------------- ------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 9/F, NOVEL INDUSTRIAL BUILDING, 850-870 LAI CHI KOK ROAD, CHEUNG SHA WAN, KOWLOON, HONG KONG (Address of principal executive offices) 852-2216-0668 --------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS On February 28, 2006, Tommy Hilfiger Corporation (the "Company") issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that the European Commission has issued its approval of the Company's agreement to be acquired by funds advised by Apax Partners. This follows the previously announced termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION 99.1 Press Release SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. TOMMY HILFIGER CORPORATION By: /s/ Joseph Scirocco ------------------- Name: Joseph Scirocco Title: Chief Financial Officer, Executive Vice President and Treasurer Date: February 28, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Press Release EX-99.1 2 pr228.txt PRESS RELEASE EXHIBIT 99.1 [TOMMY HILFIGER LOGO] CONTACTS: INVESTOR RELATIONS: PUBLIC RELATIONS: Valerie Martinez Kekst and Company (212) 549-6780 Ruth Pachman/Wendi Kopsick (212) 521-4891/4867 FOR IMMEDIATE RELEASE TOMMY HILFIGER CORPORATION ANNOUNCES EUROPEAN COMMISSION APPROVAL FOR PROPOSED ACQUISITION BY FUNDS ADVISED BY APAX PARTNERS HONG KONG, February 28, 2006 - Tommy Hilfiger Corporation (NYSE:TOM) announced today that the European Commission has issued its approval of the Company's agreement to be acquired by funds advised by Apax Partners. This follows the previously announced termination of the waiting period under the U.S. Hart-Scott - -Rodino Antitrust Improvements Act of 1976. Subject to shareholder approval and other previously disclosed conditions, the Company expects that this transaction will be completed in April 2006. Tommy Hilfiger Corporation, through its subsidiaries, designs, sources and markets men's and women's sportswear, jeanswear and childrenswear. The Company's brands include Tommy Hilfiger and Karl Lagerfeld. Through a range of strategic licensing agreements, the Company also offers a broad array of related apparel, accessories, footwear, fragrance, and home furnishings. The Company's products can be found in leading department and specialty stores throughout the United States, Canada, Europe, Mexico, Central and South America, Japan, Hong Kong, Australia and other countries in the Far East, as well as the Company's own network of outlet and specialty stores in the United States, Canada and Europe. SAFE HARBOR STATEMENT Statements made by the Company that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are indicated by words or phrases such as "anticipate," "estimate," "project," "expect," "believe" and similar words or phrases. Such statements are based on current expectations and are subject to certain risks and uncertainties, many of which are beyond our control including, but not limited to, the overall level of consumer spending on apparel; the financial strength of the retail industry generally and the Company's customers, distributors, and licensees in particular; changes in trends in the market segments and geographic areas in which the Company competes; the level of demand for the Company's products; actions by our major customers or existing or new competitors; the effect of the Company's strategy to reduce U.S. distribution in order to bring supply and demand into balance; changes in currency and interest rates; changes in applicable tax laws, regulations and treaties; changes in economic or political conditions or trade regulations in the markets where the Company sells or sources its products; the effects of any consolidation of the Company's facilities and actions to reduce selling, general and administrative expenses; the ability to satisfy closing conditions in connection with the Company's merger agreement; the outcome of the class action lawsuits against the Company and the Company's discussions with the Hong Kong Inland Revenue Department and other tax authorities and the financial statement impact of such matters; as well as other risks and uncertainties set forth in the Company's publicly-filed documents, including this press release and the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2005. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In connection with the proposed transaction with funds advised by Apax Partners, the Company has filed a preliminary proxy statement and an Amendment No. 1 to the preliminary proxy statement and will file a definitive proxy statement and other relevant documents concerning the proposed merger with the Securities and Exchange Commission. Its shareholders are urged to read the definitive proxy statement and other relevant documents carefully when they become available, because they will contain important information. Shareholders may obtain, free of charge, a copy of the definitive proxy statement (when it is available) and other documents filed by the Company with the Securities and Exchange Commission at the Securities and Exchange Commission's website, www.sec.gov. In addition, documents filed with the Securities and Exchange Commission by the Company will be available free of charge from the Company. The Company and its directors and executive officers and certain other of its employees may be soliciting proxies from shareholders of the Company in favor of the proposed transaction. Information concerning the participants in the proxy solicitation is included in the preliminary proxy statement filed by the Company with the Securities and Exchange Commission. Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----