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)
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TOMMY HILFIGER CORPORATION
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(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS 1-11226 98-0372112
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(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
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(Address of principal executive offices)
Registrant's telephone number, including area code 852-2216-0668
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(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"2008 Notes") that were validly tendered and not properly withdrawn prior to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
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Name: Fred Gehring
Title: Director
Date: May 16, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated May 16, 2006