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