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 31, 2006 (May 25, 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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 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 25,
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 9% Senior Bonds due 2031 (the "Senior Bonds"), which were commenced
on April 7, 2006.
The Supplemental Indenture amends the Indenture solely with respect to the
Senior Bonds 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 the guarantor and (iv) modify covenants regarding mergers. The
amendments to the Indenture became effective on May 25, 2006, as a general
matter; however, the modifications and eliminations effected by the
Supplemental Indenture did not become operative until the Senior Bonds were
accepted for payment on May 26, 2006.
The foregoing summary is qualified in its entirety by reference to the
Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and
is 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 25, 2006 of the Supplemental Indenture
related to the Senior Bonds.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
4.1 Supplemental Indenture, dated as of May 25, 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, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOMMY HILFIGER CORPORATION
By: /s/ Joseph Scirocco
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Name: Joseph Scirocco
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
Date: May 31, 2006
EXHIBIT INDEX
Exhibit No. Description
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4.1 Supplemental Indenture, dated as of May 25, 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