SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): FEBRUARY 10, 2006
TOMMY HILFIGER CORPORATION
(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 File Number) (IRS Employer
incorporation) Identification Number)
9/F, NOVEL INDUSTRIAL BUILDING, 850-870 LAI CHI KOK ROAD, CHEUNG SHA WAN,
KOWLOON, HONG KONG
(Address of principal executive offices)
852-2216-0668
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(Registrant's telephone number, including area code)
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:
[ ] 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 February 10, 2006, Tommy Hilfiger U.S.A., Inc. ("TH USA"), a
wholly-owned subsidiary of Tommy Hilfiger Corporation (the "Company"), and the
Company (as guarantor), executed an amendment (the "Amendment") to TH USA's $150
million letter of credit facility, dated as of April 19, 2005 (the "Credit
Facility"). The Credit Facility, as amended by the Amendment, will continue to
be used for normal trade financing and other general purposes. In connection
with the Amendment, the term of the Credit Facility was extended from April 19,
2006 to July 31, 2006. As a condition to the effectiveness of the extension
pursuant to the Amendment, TH USA must reduce the total revolving commitments
under the Credit Facility to no more than $100 million.
J.P. Morgan Securities Inc. is the sole bookrunner and sole lead
arranger for the Credit Facility, as amended, with JPMorgan Chase Bank, N.A. as
Administrative Agent, Fleet National Bank as Documentation Agent, and Wachovia
Bank, National Association as Syndication Agent.
J.P. Morgan Securities Inc. and its affiliates have provided or
continue to provide investment banking and commercial banking services to the
Company and its affiliates for which services it has received and may receive
compensation, including acting as the Company's financial advisor in connection
with certain strategic transactions (including the proposed acquisition of the
Company by funds advised by Apax Partners), acting as a bookrunner, arranger and
lead manager with respect to credit facilities of the Company and its
affiliates, acting as registrar, transfer agent and trustee for securities of
the Company and acting as provider of cash management and investment management
services to the Company and its affiliates.
A copy of the Amendment is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the Amendment is
qualified in its entirety by reference to the full text of the Amendment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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10.1 First Amendment, dated as of February 10, 2006, to the Credit
Agreement, dated as of April 19, 2005, among Tommy Hilfiger
Corporation, as Guarantor, Tommy Hilfiger U.S.A., Inc., as
Borrower, the Several Lenders from Time to Time Party Thereto,
Wachovia Bank, National Association, as Syndication Agent, Fleet
National Bank, as Documentation Agent, and JPMorgan Chase Bank,
N.A., as Administrative Agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
TOMMY HILFIGER CORPORATION
By: /s/ James Gallagher
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Name: James Gallagher
Title: Executive Vice President
- General Counsel
Date: February 15, 2006
EXHIBIT INDEX
Exhibit No. Description
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10.1 First Amendment, dated as of February 10, 2006, to the Credit
Agreement, dated as of April 19, 2005, among Tommy Hilfiger
Corporation, as Guarantor, Tommy Hilfiger U.S.A., Inc., as
Borrower, the Several Lenders from Time to Time Party Thereto,
Wachovia Bank, National Association, as Syndication Agent, Fleet
National Bank, as Documentation Agent, and JPMorgan Chase Bank,
N.A., as Administrative Agent.