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): MAY 1, 2006
TOMMY HILFIGER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
BRITISH VIRGIN ISLANDS 1-11226 98-0372112
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
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 May 1, 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 1, 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 6.85%
Notes due 2008 (the "Notes"), which were commenced on April 7, 2006.
The Supplemental Indenture amends the Indenture solely with respect to
the Notes 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 guarantor, and (iv) modify covenants regarding mergers. The
amendments to the Indenture became effective on May 1, 2006, as a general
matter; however, the modifications and eliminations effected by the Supplemental
Indenture will not become operative until the Notes are accepted for payment.
The Supplemental Indenture does not amend or modify any provision of the
Indenture as it relates to the 9% Senior Bonds due 2031 that were issued under
the Indenture.
The foregoing summary is qualified in its entirety by reference to the
Supplemental Indenture, a copy of which is attached as Exhibits 4.1 hereto and
are 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 1, 2006 of the Supplemental
Indenture relating to the Notes.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Supplemental Indenture, dated as of May 1, 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, 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/ Joseph Scirocco
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Name: Joseph Scirocco
Title: Chief Financial Officer,
Executive Vice President and
Treasurer
Date: May 3, 2006
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 Supplemental Indenture, dated as of May 1, 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