-----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, SEZRVEBGF6bUir/vl3sG2nkH1i2WSliDsVnYn6M8nv1hMOt/kEwbB/ZFl53Y6ney rAB710GML7T2BdFj1TvWBw== 0000898822-06-000458.txt : 20060503 0000898822-06-000458.hdr.sgml : 20060503 20060503151023 ACCESSION NUMBER: 0000898822-06-000458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 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: 0305 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11226 FILM NUMBER: 06803434 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 may3_8k.txt CURRENT REPORT ON FORM 8-K, DATED MAY 3, 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): MAY 1, 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 (IRS Employer jurisdiction of Number) Identification Number) incorporation) 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) [ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 1, 2006, Tommy Hilfiger U.S.A., Inc. ("TH USA"), a wholly-owned subsidiary of Tommy Hilfiger Corporation (the "Company") entered into a Supplemental Indenture (the "Supplemental Indenture"), dated as of May 1, 2006, with respect to the Indenture (the "Indenture"), dated as of May 1, 1998, among TH USA (as issuer), the Company (as guarantor) and Wilmington Trust Company (as successor to The Chase Manhattan Bank as Trustee). The Supplemental Indenture was entered into in connection with TH USA's previously announced tender offer and consent solicitation (the "Offer") with respect to its outstanding 6.85% Notes due 2008 (the "Notes"), which were commenced on April 7, 2006. The Supplemental Indenture amends the Indenture solely with respect to the Notes to, among other things (i) eliminate certain restrictive covenants contained in the Indenture (relating to maintenance of properties, payment of taxes and other claims, limitation upon liens, limitation upon sale and leaseback transactions, restriction on indebtedness of restricted subsidiaries, defeasance of certain obligations and statements by officers as to default), (ii) eliminate certain events of default, (iii) modify covenants regarding reports by guarantor, and (iv) modify covenants regarding mergers. The amendments to the Indenture became effective on May 1, 2006, as a general matter; however, the modifications and eliminations effected by the Supplemental Indenture will not become operative until the Notes are accepted for payment. The Supplemental Indenture does not amend or modify any provision of the Indenture as it relates to the 9% Senior Bonds due 2031 that were issued under the Indenture. The foregoing summary is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibits 4.1 hereto and are incorporated by reference herein. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. See description under Item 1.01, Entry into a Material Definitive Agreement, above regarding the execution on May 1, 2006 of the Supplemental Indenture relating to the Notes. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. EXHIBIT NO. DESCRIPTION 4.1 Supplemental Indenture, dated as of May 1, 2006, with respect to the Indenture, dated as of May 1, 1998, among Tommy Hilfiger U.S.A., Inc., Tommy Hilfiger Corporation and Wilmington Trust Company 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: May 3, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 4.1 Supplemental Indenture, dated as of May 1, 2006, with respect to the Indenture, dated as of May 1, 1998, among Tommy Hilfiger U.S.A., Inc., Tommy Hilfiger Corporation and Wilmington Trust Company EX-4 2 may3_ex41.txt SUPPLEMENTAL INDENTURE, DATED AS OF MAY 1, 2006 EXECUTION COPY SUPPLEMENTAL INDENTURE DATED AS OF MAY 1, 2006 WITH RESPECT TO THE INDENTURE DATED AS OF MAY 1, 1998 AMONG TOMMY HILFIGER U.S.A., INC., AS ISSUER, TOMMY HILFIGER CORPORATION AS GUARANTOR, AND WILMINGTON TRUST COMPANY (AS SUCCESSOR TO THE CHASE MANHATTAN BANK) AS TRUSTEE 1 SUPPLEMENTAL INDENTURE dated as of May 1, 2006 (this "Supplemental Indenture") among TOMMY HILFIGER U.S.A., INC., a Delaware corporation (the "Company"), TOMMY HILFIGER CORPORATION, a company incorporated under the laws of the British Virgin Islands, as guarantor (the "Guarantor"), and Wilmington Trust Company (as successor to The Chase Manhattan Bank), as trustee (the "Trustee") for the securities issued under the Indenture dated as of May 1, 1998 among the Company, the Guarantor and the Trustee (as amended, supplemented or otherwise modified from time to time, the "Indenture"). RECITALS A. Pursuant to and in accordance with the terms of the Indenture, the Company established and issued its 6.85% Notes due 2008 (the "2008 Notes"). B. In accordance with Section 902 of the Indenture, the Company has obtained the consent of the holders of a majority in aggregate principal amount of the 2008 Notes outstanding to the amendments to the Indenture set forth in this Supplemental Indenture. NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows: AGREEMENTS SECTION 1. DEFINED TERMS. Terms defined in the Indenture and not otherwise defined herein are used herein as therein defined. SECTION 2. AMENDMENTS TO INDENTURES. The following amendments to the Indenture shall be effective solely with respect to the 2008 Notes as specified herein: (a) Effective as of the General Amendment Effective Time (as defined in Section 12 below), the following Sections of the Indenture, and any corresponding provisions in the Securities, hereby are deleted in their entirety and replaced with "Intentionally Omitted.": EXISTING SECTION NUMBER CAPTION Section 1005............................. Maintenance of Properties Section 1006............................. Payment of Taxes and Other Claims Section 1007............................. Limitation upon Liens Section 1008............................. Limitation upon Sale and Leaseback Transactions Section 1009............................. Restriction on Indebtedness of Restricted Subsidiaries Section 1010............................. Defeasance of Certain Obligations Section 1011............................. Statements by Officers as to Default Section 501(4), 501(5), 501(6), 501(7)... Events of Default (b) Effective as of the General Amendment Effective Time, Section 704 of the Indenture is hereby amended and restated in its entirety to read as follows: "The Guarantor shall at all times comply with TIA ss.314(a)." (c) Effective as of the General Amendment Effective Time, Section 801 of the Indenture is hereby amended and restated in its entirety to read as follows: "The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless in 2 case the Company shall consolidate with or merge into another corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed." (d) Effective as of the General Amendment Effective Time, Section 1004 of the Indenture is hereby amended and restated in its entirety to read as follows: "Subject to Article Eight, each of the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence." (e) Effective as of the Special Amendment Effective Time (as defined in Section 12 below), the Indenture is hereby amended to add the following new Section 1502: Section 1502. USE OF CASH FOR OFFERS Notwithstanding anything to the contrary set forth in this Indenture, the Company and its Affiliates shall be permitted to (i) use any cash, or any distribution, loan or other payment of cash by the Guarantor or any of its Subsidiaries, to pay all amounts payable for Securities accepted for payment pursuant to the cash tender offers made for Securities in accordance with Section 5.15 of that certain Agreement and Plan of Merger dated December 23, 2005, among Tommy Hilfiger Corporation, Elmira 2 B.V. (f/k/a BMD Venture Capital B.V.) and Elmira (BVI) Unlimited (including but not limited to accrued and unpaid interest from the last interest payment date of the applicable Securities to, but not including, the early settlement date or the final settlement date, as applicable, of the applicable tender offer and all fees and expenses payable in connection with such tender offers) and (ii) in connection with clause (i), make any distribution, loan or other payment. (f) Effective as of the General Amendment Effective Time, Section 101 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in this Supplemental Indenture. SECTION 3. INDENTURE RATIFIED. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 4. COUNTERPARTS. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 5. SUPPLEMENTAL INDENTURE IS A SUPPLEMENT TO INDENTURE. This Supplemental Indenture is executed as and shall constitute an Indenture supplemental to the Indenture solely with respect to the 2008 Notes and shall be construed in connection with and as part of the Indenture for all purposes with respect to the 2008 Notes, and every Holder of 2008 Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended by this Supplemental Indenture. SECTION 6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 7. REFERENCES TO SUPPLEMENTAL INDENTURE. Any and all notices, requests, certificates and other instruments executed and delivered with respect to the 2008 Notes after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context otherwise requires. 3 SECTION 8. EFFECT OF THIS SUPPLEMENTAL INDENTURE. Upon execution hereof, the Indenture shall be deemed to be modified as herein provided with respect to the 2008 Notes, but except as modified hereby, the Indenture shall continue in full force and effect. The Indenture as modified hereby shall be read, taken and construed as one and the same instrument with respect to the 2008 Notes. Nothing in this Supplemental Indenture shall be deemed to amend or modify any provision of the Indenture as it relates to the 9% Senior Bonds due 2031 that were issued under the Indenture. SECTION 9. SEVERABILITY. In the event that any provisions of this Supplemental Indenture shall be invalid, illegal or unenforceable, in any respect or for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. SECTION 10. TRUST INDENTURE ACT. If any provisions hereof limit, qualify or conflict with any provisions of the Trust Indenture Act of 1939 required under the Trust Indenture Act of 1939 to be a part of and govern this Supplemental Indenture, the provisions of the Trust Indenture Act of 1939 shall control. If any provision hereof modifies or excludes any provision of the Trust Indenture Act of 1939 that pursuant to the Trust Indenture Act of 1939 may be so modified or excluded, the provisions of the Trust Indenture Act of 1939 as so modified or excluded hereby shall apply. SECTION 11. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. SECTION 12. EFFECTIVENESS. This Supplemental Indenture shall become effective upon execution by the Company, the Guarantor and the Trustee. As used herein, (i) the "General Amendment Effective Time" shall mean the time and date that the Company shall have accepted for payment the 2008 Notes tendered and not validly withdrawn pursuant to the Company's Offer to Purchase and Consent Solicitation Statement dated April 7, 2006, as amended (the "Offer to Purchase"), and (ii) the "Special Amendment Effective Time" shall mean 9 a.m. London (U.K.) time on the date that the Company shall have accepted for payment the 2008 Notes tendered and not validly withdrawn pursuant to the Offer to Purchase. If the Merger Agreement is terminated pursuant to the terms thereof prior to the General Amendment Effective Time, then the terms of this Supplemental Indenture shall be null and void on the date that is 90 days following the date of such termination. 4 IN WITNESS WHEREOF, each of the parties hereto have caused this Supplemental Indenture to be duly executed on its behalf by its duly authorized officer as of the day and year first above written. THE COMPANY: TOMMY HILFIGER U.S.A., INC. By: /s/ Joseph Scirocco ------------------------------------- Name: Joseph Scirocco Title: Chief Financial Officer, Executive Vice President and Treasurer THE GUARANTOR: TOMMY HILFIGER CORPORATION By: /s/ Joseph Scirocco ------------------------------------- Name: Joseph Scirocco Title: Chief Financial Officer, Executive Vice President and Treasurer THE TRUSTEE: WILMINGTON TRUST COMPANY, AS TRUSTEE By: /s/ Jeanne M. Oller ------------------------------------- Name: Jeanne M. Oller Title: Senior Financial Services Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----