SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TOMMY HILFIGER U.S.A., INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2960611
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
25 WEST 39TH STREET
NEW YORK, NEW YORK 10018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box. [X] Instruction A.(d), please check the
following box. [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: 333-48355
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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___% NOTES DUE 2003 NEW YORK STOCK EXCHANGE
___% NOTES DUE 2008 NEW YORK STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in (a) the Section captioned "Description of the
Notes and the Guarantees" in the Registrant's Prospectus Supplement dated April
24, 1998 and in the Section captioned "Description of Debt Securities and
Guarantees" in the Registrant's Prospectus dated April 24, 1998, each filed with
the Securities and Exchange Commission (the "Commission") on April 27, 1998
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act") (Registration Statement No. 333-48355), and (b) Article Three
of the form of Indenture among the Registrant, Tommy Hilfiger Corporation and
The Chase Manhattan Bank, and the related definitions, filed as Exhibit 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form S-3
(Registration No. 333-48355), filed with the Commission on April 3, 1998, are
hereby incorporated herein by reference.
The Prospectus to be filed by the Registrant pursuant to Rule 424(b)
under the Securities Act after the date hereof, including the description of the
securities of the Registrant registered hereunder, is hereby incorporated herein
by reference.
ITEM 2. EXHIBITS.
1. Form of Indenture among the Registrant, Tommy Hilfiger
Corporation and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.1 to Amendment No.
1 to the Registrant's Registration Statement on Form S-3
(Registration No. 333-48355), filed with the Commission on
April 3, 1998).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TOMMY HILFIGER U.S.A., INC.
Date: May 1, 1998 By: /s/ Gary I. Sheff
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Name: Gary I. Sheff
Title: Vice President --
Corporate Affairs
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
1. Form of Indenture among the Registrant, Tommy
Hilfiger Corporation and The Chase Manhattan Bank,
as Trustee (incorporated by reference to Exhibit
4.1 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-3 (Registration
No. 333-48355), filed with the Commission on April
3, 1998).
