UNITED STATES

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 11, 2006 (May 10, 2006)

TOMMY HILFIGER CORPORATION

(Exact name of registrant as specified in its charter)

BRITISH VIRGIN ISLANDS

1-11226

98-0372112

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

9/F, Novel Industrial Building , 850-870 Lai Chi Kok Road,

Cheung-Sha Wan, Kowloon, Hong Kong

(Address of principal executive offices)

Registrant’s telephone number, including area code 852-2216-0668

(Former name or former address, if changed since last report).

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 (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On May 10, 2006, Tommy Hilfiger Corporation (the "Company") completed its merger (the "Merger") with Elmira (BVI) Unlimited ("Merger Sub"), an unlimited company organized under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of Elmira 2 B.V. (f/k/a BMD Venture Capital B.V.), a Netherlands limited liability company ("Parent"), pursuant to the Agreement and Plan of Merger, dated as of December 23, 2005 (as amended, the "Merger Agreement"), by and among the Company, Parent and Merger Sub. Parent and Merger Sub are subsidiaries of funds advised by Apax Partners.

Item 1.02.

Termination of a Material Definitive Agreement.

Credit Facility. On May 10, 2006, in connection with the completion of the Merger, Tommy Hilfiger U.S.A., Inc. ("TH USA"), a wholly-owned subsidiary of the Company, terminated its $150 million letter of credit agreement among the Company, as guarantor, TH USA, as borrower, Wachovia Bank, National Association, as syndication agent, Fleet National Bank, as documentation agent, and JP Morgan Chase Bank, N.A., as administrative agent, dated April 19, 2005 (the "Credit Facility"). The Credit Facility was guaranteed by the Company and by Tommy Hilfiger U.S.A. Guaranty LLC, a subsidiary of TH USA, and was fully cash-collateralized.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Company notified the New York Stock Exchange ("NYSE") on May 10, 2006 that each ordinary share, par value $0.01 per share, of the Company issued and outstanding immediately prior to the effective time of the Merger (the "Company Ordinary Shares"), was canceled and automatically converted into the right to receive $16.80 in cash, without interest thereon, and requested that the NYSE file with the Securities and Exchange Commission an application on Form 25 to report that the Company Ordinary Shares are no longer listed on the NYSE.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Merger Agreement, each Company Ordinary Share was canceled and automatically converted into the right to receive $16.80 in cash, without interest thereon.

On May 10, 2006, TH USA effected a covenant defeasance of all of its outstanding 9% Senior Bonds due 2031 (the "2031 Senior Bonds"). Pursuant to the covenant defeasance, TH USA deposited U.S. government obligations and cash in an irrevocable trust with the Wilmington Trust Company, as trustee, in an amount sufficient to provide for the redemption of the 2031 Senior Bonds on December 4, 2006, according to their terms at 100% of their principal amount, plus accrued and unpaid interest up to but not including the date of redemption. The covenant defeasance removed certain of the restrictive covenants in the indenture governing the 2031 Senior Bonds, including those relating to the limitations on TH USA's liens and indebtedness. In connection with the covenant defeasance, TH USA has authorized the redemption on December 4, 2006 of all 2031 Senior Bonds then outstanding.

On May 10, 2006, TH USA accepted for payment all of its 6.85% Notes due 2008 (the "2008 Notes") that were validly tendered and not properly withdrawn prior to the expiration of TH USA's previously announced tender offer and consent solicitation for the 2008 Notes.

Item 5.01 Changes in Control of Registrant.

On May 10, 2006, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Parent. As a result of the Merger, the Company is 100% owned by Parent. Parent is held indirectly by funds advised by Apax Partners.

The aggregate purchase price paid for all of the Company Ordinary Shares and options to purchase Company Ordinary Shares in the Merger was approximately $1.6 billion. The aggregate purchase price and related fees and expenses were funded by new credit facilities, as well as by equity financing from funds advised by Apax Partners.

A copy of the press release issued jointly by the Company and Parent on May 10, 2006, announcing the consummation of the Merger is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

By action of the Merger, each of David F. Dyer, Clinton V. Silver, Mario L. Baeza, Thomas J. Hilfiger, Jerri L. DeVard and Robert T. T. Sze resigned as directors of the Company, and the existing directors of Merger Sub became the directors of the Company. Upon the effectiveness of the Merger, David F. Dyer resigned as Chief Executive Officer and President of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company's Memoranda and Articles of Association were amended and restated through operation of the Merger and the indemnification obligations of the Company towards its directors and officers were preserved.

Item 8.01 Other Events.

On May 10, 2006, the Company issued a press release announcing the consummation of its merger with Merger Sub.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.
	(c)	Exhibits

99.1	Press Release dated May 10, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOMMY HILFIGER CORPORATION

By:	/s/ Fred Gehring
	Name:	Fred Gehring
	Title:	Director

Date: May 11, 2006

EXHIBIT INDEX

Exhibit No.

Description

99.1	Press Release dated May 10, 2006

Exhibit 99.1

CONTACT:	Investor Relations:	Public Relations:
	Valerie Martinez	Kekst & Company:
	(212) 549-6780	Ruth Pachman/Wendi Kopsick
		(212) 521-4891/4867

APAX PARTNERS' FUNDS COMPLETES ACQUISITION OF TOMMY HILFIGER CORPORATION

SHAREHOLDERS TO RECEIVE $16.80 PER SHARE

NEW YORK, May 10, 2006 --Tommy Hilfiger Corporation (NYSE: TOM) (the “Company”), announced today the completion of the acquisition of the Company by funds advised by Apax Partners. On December 23, 2005, funds advised by Apax Partners entered into a merger agreement with the Company to acquire the Company for a purchase price of approximately $1.6 billion in cash to shareholders. Under the terms of the merger agreement, each outstanding Company ordinary share was converted into the right to receive a total of $16.80 in cash, without interest. On May 9, 2006, the shareholders of the Company voted to approve the merger agreement, with 55,533,374 votes for the merger agreement, 7,478,955 votes against the merger agreement and 2,050 votes abstaining.

Tommy Hilfiger, the Company's Founder and Principal Designer, commented, "We are very excited as we embark on this new chapter in the evolution of our global lifestyle company. In Apax Partners, we have an outstanding new partner, and we look forward to working together to take the Tommy Hilfiger brand to new heights."

Fred Gehring, the Company's new Chief Executive Officer, added, "The Tommy Hilfiger brand has attained a unique global positioning as an American lifestyle brand at the premium end of the market, and we will continue to build upon this unique profile and the strong momentum of our global business. We see significant potential as we move forward, and our team is focused on the opportunities ahead."

Michael Phillips, Partner, Apax Partners Worldwide LLP, said, “As a private company with a powerful global brand, Tommy Hilfiger Corporation will have greater flexibility to grow the business on both the operational and financial levels. We at Apax Partners are pleased to join with the Tommy Hilfiger team to continue to build this great company.”

The Company's ordinary shares will cease trading on the New York Stock Exchange at market close today, and will be delisted. As soon as practicable, Mellon Financial Services LLC, the paying agent appointed by the Company, will send information to all Company shareholders of record, explaining how they can surrender Company ordinary shares in exchange for $16.80 per share in cash, without interest. Shareholders of record should await this information before surrendering their shares. Shareholders who hold Company ordinary shares through a bank or broker will not have to take any action to have their shares converted into cash, since these

conversions will be handled by the bank or broker.

ABOUT APAX PARTNERS

Apax Partners is one of the world's leading private equity investment groups. It operates across the United States, Europe, Israel and Asia and has more than 30 years of investing experience. Funds under the advice of Apax Partners total $20 billion around the world. These Funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services. Examples of retail and consumer investments include: Phillips-Van Heusen, Tommy Bahama, Spyder Active Sports, Dollar Tree Stores, The Children's Place, Charlotte Russe and New Look. For more information visit: www.apax.com

For further information, please contact:

Siobhan Loftus, Director of Marketing	Clare Fancourt, Press Officer
Tel: +44 (0)20 7872 6495	Tel: +44 (0)20 7872 6476
Email: Siobhan.Loftus@apax.com	Email: Clare.Fancourt@apax.com

Laura Brightsen, Director of Marketing

Tel: 212 419 2461

Email: Laura.Brightsen@apax.com

ABOUT TOMMY HILFIGER CORPORATION

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 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.