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SEC File Number: 001-11226
CUSIP Number: G8915Z102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2004
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: Tommy Hilfiger Corporation
Former Name if Applicable:
Address of Principal Executive Office (STREET AND NUMBER):
9/F, Novel Industrial Building, 850-870 Lai Chi Kok Road, Cheung
Sha Wan, Kowloon, Hong Kong
City, State and Zip Code:
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check box if appropriate.)
|(a) The reasons described in reasonable detail in Part III of this form could
| not be eliminated without unreasonable effort or expense;
|
|(b) The subject annual report, semi-annual report, transition report on Form
[]| 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
| be filed on or before the fifteenth calendar day following the prescribed
| due date; or the subject quarterly report of transition report on Form
| 10-Q, or portion thereof, will be filed on or before the fifth calendar
| day following the prescribed due date; and
|
|(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
| has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
On September 24, 2004, Tommy Hilfiger U.S.A., Inc. ("THUSA"), a wholly-owned
subsidiary of Tommy Hilfiger Corporation (the "Company"), announced that it had
received a grand jury subpoena issued by the U.S. Attorney's Office for the
Southern District of New York (the "U.S. Attorney's Office") seeking documents
generally relating to THUSA's domestic and/or international buying office
commissions since 1990 and that certain of THUSA's current and former employees
had received subpoenas. On November 3, 2004, the Company announced that its
Board of Directors had formed a Special Committee of independent directors to
conduct an independent investigation into matters arising out the governmental
investigation. In addition, THUSA has retained FTI Consulting, Inc. to review
the buying office commission rates paid by the Company's subsidiaries over time
and to report to the Board and the Special Committee its conclusions. The
Company is unable to make a reasonable estimate of its after-tax results pending
the reviews by the Special Committee of the Board of Directors and FTI
Consulting, Inc. Accordingly, the Company delayed the filing of its quarterly
report on Form 10-Q for the second quarter of the fiscal year ending March 31,
2005 ("Fiscal 2005"), and is delaying the release of its after-tax results and
the filing of its quarterly report for the third quarter of Fiscal 2005, which
was due on February 9, 2005. PricewaterhouseCoopers LLP, the Company's
independent public accountants, has also advised the Company that its review of
the second and third quarter financial statements cannot be completed until
after the Special Committee has substantially completed its review.
The Company intends to file its Form 10-Q as soon as practicable following the
resolution of the foregoing matters. The Company does not expect to be able to
file its Form 10-Q by the end of the 5 day extension period provided by Rule
12b-25(b)(2)(ii).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph Scirocco (212) 840-8888
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [ ] Yes [X] No
The Company has not filed its quarterly report on Form 10-Q for the
second quarter of fiscal year ending March 31, 2005.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
On February 2, 2005, the Company announced that net revenues for its third
fiscal quarter ended December 31, 2004 of Fiscal 2005 was $427.9 million
compared to $450.6 million in the third quarter of the prior fiscal year, and
that pretax income for the third quarter of Fiscal 2005 was $12.6 million as
compared to pretax income of $30.4 million in the corresponding quarter a year
ago. The Company stated that sales for the period were impacted by a challenging
U.S. department store environment, as well as higher than expected promotional
activity during the fall and holiday seasons. Included in pretax results for the
quarter ended December 31, 2004 are charges of $6.6 million for legal and
advisory fees relating to the U.S. Attorney investigation, and an additional
$0.7 million for the previously announced closing of the Company's Secaucus, NJ
facility. Pretax results for the prior year quarter included special charges of
$3.2 million for impairment of retail store assets. The Company also stated
that the financial results announced on February 2, 2005 did not contain any
provision for liabilities related to the U.S. Attorney's Office investigation or
the related lawsuits, other than legal expenses incurred to date, since the
Company cannot at this time assess the probability of loss or estimate the
potential financial exposure relating to such matters. The Company stated,
however, that such amounts could be material.
The Company is unable to make a reasonable estimate of its after-tax results for
the third quarter of fiscal 2005 pending the reviews by the Special Committee of
the Board of Directors and FTI Consulting, Inc. as described in Part III above.
Tommy Hilfiger Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 10, 2005 By: /s/ Joseph Scirocco
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Name: Joseph Scirocco
Title: Chief Financial Officer,
Senior Vice President and
Treasurer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.