-----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, NwivfcsjBeDnsIPeCv7Hi2F2BfW0PkAIuNtb9/c5omRUFh7qBIA4poFPROf9B1Cp u/2F27Xbc+gEz+yezYeTqw== 0001341004-06-001469.txt : 20060516 0001341004-06-001469.hdr.sgml : 20060516 20060516170808 ACCESSION NUMBER: 0001341004-06-001469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060515 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 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: 0506 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11226 FILM NUMBER: 06846792 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 nyc650069.txt FORM 8-K 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 16, 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 (Commission (IRS Employer incorporation) File Number) 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): [ ] 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)) 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, among the Company, Parent and Merger Sub. Parent and Merger Sub are subsidiaries of funds advised by Apax Partners. Item 3.03 Material Modification to Rights of Security Holders. On May 10, 2006, Tommy Hilfiger U.S.A., Inc., a wholly-owned subsidiary of the Company ("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 (the "Offer") for the 2008 Notes. In connection with the completion of the Merger and the Offer, TH USA intends to request voluntary withdrawal from listing of the 2008 Notes from the New York Stock Exchange, Inc. A copy of the press release issued by TH USA on May 16, 2006 announcing its intention to seek voluntary withdrawal from listing of the 2008 Notes 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, the existing directors of Merger Sub, Fred Gehring, Ludo Onnink and Matthijs Schutte, became the directors of the Company. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated May 16, 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 16, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated May 16, 2006 EX-99 2 nyc649936.txt EXHIBIT 99.1 Exhibit 99.1 CONTACT: Investor Relations: Public Relations: Valerie Martinez Kekst & Company: (212) 549-6780 Ruth Pachman/Wendi Kopsick (212) 521-4891/4867 TOMMY HILFIGER U.S.A., INC. ANNOUNCES INTENT TO SEEK VOLUNTARY WITHDRAWAL FROM LISTING OF ITS 6.85% NOTES DUE 2008 FROM THE NEW YORK STOCK EXCHANGE NEW YORK, May 16, 2006 -- Tommy Hilfiger U.S.A., Inc. (the "Company"), a wholly owned subsidiary of Tommy Hilfiger Corporation (formerly NYSE: TOM), announced today that it intends to seek voluntary withdrawal from listing of its 6.85% Notes due 2008 (the "2008 Notes") from the New York Stock Exchange, Inc. (the "NYSE"). The Company has not arranged for listing or registration of the 2008 Notes on another national securities exchange or for quotation of the 2008 Notes in a quotation medium. The Company is seeking the voluntary withdrawal from listing of the 2008 Notes in connection with the completion of the merger of Tommy Hilfiger Corporation with an affiliate of funds advised by Apax Partners, a leading global private equity firm (the "Merger"). In connection with the Merger, on May 10, 2006, the Company accepted for payment all of its 2008 Notes that were validly tendered and not properly withdrawn prior to the expiration of the tender offer and consent solicitation for the 2008 Notes. Tommy Hilfiger U.S.A., Inc., incorporated in Delaware, is a direct wholly owned subsidiary of Tommy Hilfiger Corporation. Tommy Hilfiger Corporation, through its subsidiaries, designs, sources and markets men's and women's sportswear, jeanswear and childrenswear. Tommy Hilfiger Corporation's brands include Tommy Hilfiger and Karl Lagerfeld. Through a range of strategic licensing agreements, Tommy Hilfiger Corporation also offers a broad array of related apparel, accessories, footwear, fragrance, and home furnishings. Tommy Hilfiger Corporation'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 Tommy Hilfiger Corporation's own network of outlet and specialty stores in the United States, Canada and Europe. Safe Harbor Statement Statements made by the Company and Tommy Hilfiger Corporation 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 Tommy Hilfiger Corporation's customers, distributors, and licensees in particular; changes in trends in the market segments and geographic areas in which Tommy Hilfiger Corporation competes; the level of demand for Tommy Hilfiger Corporation products; actions by our major customers or existing or new competitors; the effect of Tommy Hilfiger Corporation'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 Tommy Hilfiger Corporation sells or sources its products; the effects of any consolidation of Tommy Hilfiger Corporation's facilities and actions to reduce selling, general and administrative expenses; the ability to satisfy closing conditions in connection with Tommy Hilfiger Corporation's merger agreement; the outcome of the class action lawsuits against Tommy Hilfiger Corporation and Tommy Hilfiger Corporation'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 Tommy Hilfiger Corporation's publicly-filed documents, including this press release and Tommy Hilfiger Corporation'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. Tommy Hilfiger Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----