SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 5, 1998
TOMMY HILFIGER CORPORATION
(Exact name of registrant as specified in its charter)
British Virgin Islands 1-11226 Not Applicable
- ---------------------- ------------------ ----------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6/F, Precious Industrial Centre
18 Cheung Yue Street
Cheung Sha Wan
Kowloon, Hong Kong Not Applicable
- ---------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: 852-2745-7798
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
TOMMY HILFIGER U.S.A., INC
(Exact name of registrant as specified in its charter)
Delaware 1-058178 22-2960611
- ---------------- ------------------------- ---------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
<PAGE>
25 West 39th Street
New York, New York
10018
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: 212-840-8888
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Tommy Hilfiger Corporation ("THC") and Tommy Hilfiger U.S.A.,
Inc. ("TH USA") are filing this current report to incorporate by reference
certain materials into the combined Registration Statement on Form S-3 of THC
and TH USA (Registration Statement No. 333-48355/48355-01) in connection with
the public offering of $250 million aggregate principal amount of 6.50% Notes
due 2003 of TH USA (the "2003 Notes") and $200 million aggregate principal
amount of 6.85% Notes due 2008 of TH USA (the "2008 Notes"), and the related
guarantees of THC.
The Pricing Agreement, dated May 5, 1998, among THC, TH USA
and Morgan Stanley & Co. Incorporated, Chase Securities Inc. and Salomon
Brothers Inc, the Form of 2003 Notes contained in Exhibit 4.1 hereto and the
Form of 2008 Notes contained in Exhibit 4.2 hereto are hereby incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1.1 Pricing Agreement, dated May 5, 1998, among THC, TH USA and
Morgan Stanley & Co. Incorporated, Chase Securities Inc. and
Salomon Brothers Inc
4.1 Form of 2003 Note
4.2 Form of 2008 Note
<PAGE>
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, thereunto duly authorized.
Dated: May 7, 1998
TOMMY HILFIGER CORPORATION
By: /s/ Benjamin M.T. Ng
Name: Benjamin M.T. Ng
Title: Executive Vice President - Corporate
Finance
TOMMY HILFIGER U.S.A., INC.
By: /s/ Benjamin M.T. Ng
Name: Benjamin M.T. Ng
Title: Executive Vice President
<PAGE>
EXHIBIT LIST
Exhibit 1.1 Pricing Agreement, dated May 5, 1998, among Tommy Hilfiger
Corporation, Tommy Hilfiger U.S.A., Inc. and Morgan Stanley
& Co. Incorporated, Chase Securities Inc. and Salomon
Brothers Inc
Exhibit 4.1 Form of 6.50% Note Due 2003 of Tommy Hilfiger U.S.A., Inc
Exhibit 4.2 Form of 6.85% Note Due 2008 of Tommy Hilfiger U.S.A., Inc.
Exhibit 1.1
PRICING AGREEMENT
Morgan Stanley & Co. Incorporated
Chase Securities Inc.
Salomon Brothers Inc
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
May 5, 1998
Dear Sirs:
Tommy Hilfiger U.S.A., Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement Standard
Provisions filed as an exhibit to the combined registration statement on Form
S-3 of the Company and Tommy Hilfiger Corporation ("Parent") (No.
333-48355/48355-01) (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule IIA and Schedule IIB hereto (the "Designated Securities").
The Designated Securities shall be guaranteed by Parent pursuant to a Guarantee
attached to the Designated Securities. Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Paragraph 2 of the Underwriting Agreement
shall be deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein defined), and
also a representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Underwriters herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The address of the Underwriters referred to in such Paragraph
12 is set forth at the end of Schedule II hereto.
A supplement to the Prospectus relating to the Designated Securities,
in the form heretofore delivered to the Representatives is now proposed be filed
with the Commission.
<PAGE>
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement among each of the Underwriters,
Parent and the Company.
Very truly yours,
TOMMY HILFIGER U.S.A., INC.
BY:/s/ Benjamin M.T. Ng
----------------------------
TOMMY HILFIGER CORPORATION
BY:/s/ Benjamin M.T. Ng
----------------------------
Accepted as of the date hereof:
MORGAN STANLEY & CO. INCORPORATED
By:/s/ Harold J. Hendershot III
-------------------------------------
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF 2003 NOTES OF 2008 NOTES
UNDERWRITER TO BE PURCHASED TO BE PURCHASED
- ----------- --------------- ---------------
Morgan Stanley & Co.
Incorporated................. $137,500,000 $110,000,000
Chase Securities Inc......... $ 56,250,000 $ 45,000,000
Salomon Brothers Inc......... $ 56,250,000 $ 45,000,000
Total........................ $250,000,000 $200,000,000
============== ============
<PAGE>
SCHEDULE IIA
TITLE OF DESIGNATED SECURITIES:
6.50% Notes due 2003 (the "2003 Notes")
AGGREGATE PRINCIPAL AMOUNT:
$250,000,000
PRICE TO PUBLIC:
99.848% of the principal amount of the 2003 Notes, plus accrued
interest, if any, from May 8, 1998
PURCHASE PRICE BY UNDERWRITERS:
99.248% of the principal amount of the 2003 Notes, plus accrued
interest, if any, from May 8, 1998
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal/Immediately available funds
INDENTURE:
Indenture, dated as of May 1, 1998, between the Company, Parent and The
Chase Manhattan Bank, as Trustee
MATURITY:
June 1, 2003
INTEREST RATE:
6.50%
Interest will be computed on the basis of a 360-day year of twelve
30-day months
The 2003 Notes will bear interest from May 8, 1998
INTEREST PAYMENT DATES:
June 1 and December 1 of each year, commencing December 1, 1998
REGULAR RECORD DATES:
May 15 and November 15
REDEMPTION PROVISIONS:
The 2003 Notes may be redeemed at the option of Parent, in whole but
not in part, upon certain changes in tax law as specified in Section
1305 of the Indenture
<PAGE>
The 2003 Notes will also be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the
greater of (1) 100% of their principal amount or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as such term is defined in the Prospectus
Supplement, dated the date hereof, relating to the offering of the 2003
Notes) plus 10 basis points, plus in the case of each of clause (1) and
(2) accrued interest to the date of redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE:
Sections 403 and 1010 of the Indenture will apply to the 2003 Notes
FORM OF THE NOTES:
The 2003 Notes shall be Global Notes (as defined in the Indenture)
TIME OF DELIVERY:
9:00 a.m., New York City time, May 8, 1998
CLOSING LOCATION:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street, New York, New York
NAMES AND ADDRESSES OF UNDERWRITERS:
Underwriters: Morgan Stanley & Co. Incorporated
Chase Securities Inc.
Salomon Brothers Inc
Address for
Notices, etc.: c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
OTHER TERMS:
1. Paragraph 2 of the Underwriting Agreement is hereby amended by
adding the following representations:
(p) The Stock Purchase Agreement, dated as of January 31, 1998
("USA Purchase Agreement"), by and among
<PAGE>
Parent, the Company, Tommy Hilfiger (Eastern Hemisphere)
Limited ("THEH") and Pepe Jeans London Corporation has been
duly authorized, executed and delivered by the Company, Parent
and THEH, and a true and correct copy of which has been
delivered to the Underwriters.
(q) A true and correct copy of the Share Purchase Agreement,
dated as of January 26, 1998 (the "Canada Purchase
Agreement"), between Lawvest Holdings Inc. and Pepe Jeans USA,
Inc. has been delivered to the Underwriters.
2. Paragraph 5 of the Underwriting Agreement is hereby amended by
adding the following condition:
(h) The transactions contemplated by the USA Purchase
Agreement and the Canada Purchase Agreement shall be
consummated substantially simultaneously with the closing of
the transactions contemplated by this Pricing Agreement; and
the USA Purchase Agreement and Canada Purchase Agreement shall
not have been amended, modified or waived with respect to any
material matter since their respective dates.
IIA-3
<PAGE>
SCHEDULE IIB
TITLE OF DESIGNATED SECURITIES:
6.85% Notes due 2008 (the "2008 Notes")
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.755% of the principal amount of the 2008 Notes, plus accrued
interest, if any, from May 8, 1998
PURCHASE PRICE BY UNDERWRITERS:
99.105% of the principal amount of the 2008 Notes, plus accrued
interest, if any, from May 8, 1998
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal/Immediately available funds
INDENTURE:
Indenture, dated as of May 1, 1998, between the Company, Parent and The
Chase Manhattan Bank, as Trustee
MATURITY:
June 1, 2008
INTEREST RATE:
6.85%
Interest will be computed on the basis of a 360-day year of twelve
30-day months
The 2008 Notes will bear interest from May 8, 1998
INTEREST PAYMENT DATES:
June 1 and December 1 of each year, commencing December 1, 1998
REGULAR RECORD DATES:
May 15 and November 15
REDEMPTION PROVISIONS:
The 2008 Notes may be redeemed at the option of Parent, in whole but
not in part, upon certain changes in tax law as specified in Section
1305 of the Indenture
<PAGE>
The 2008 Notes will also be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the
greater of (1) 100% of their principal amount or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as such term is defined in the Prospectus
Supplement, dated the date hereof, relating to the offering of the 2008
Notes) plus 15 basis points, plus in the case of each of clause (1) and
(2) accrued interest to the date of redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE:
Sections 403 and 1010 of the Indenture will apply to the 2008 Notes
FORM OF THE NOTES:
The 2008 Notes shall be Global Notes (as defined in the Indenture)
TIME OF DELIVERY:
9:00 a.m., New York City time, May 8, 1998
CLOSING LOCATION:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street, New York, New York
NAMES AND ADDRESSES OF UNDERWRITERS:
Underwriters: Morgan Stanley & Co. Incorporated
Chase Securities Inc.
Salomon Brothers Inc
Address for
Notices, etc.: c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
OTHER TERMS:
1. Paragraph 2 of the Underwriting Agreement is hereby amended by
adding the following representations:
(p) The Stock Purchase Agreement, dated as of January 31, 1998
("USA Purchase Agreement"), by and among
<PAGE>
Parent, the Company, Tommy Hilfiger (Eastern Hemisphere)
Limited ("THEH") and Pepe Jeans London Corporation has been
duly authorized, executed and delivered by the Company, Parent
and THEH, and a true and correct copy of which has been
delivered to the Underwriters.
(q) A true and correct copy of the Share Purchase Agreement,
dated as of January 26, 1998 (the "Canada Purchase
Agreement"), between Lawvest Holdings Inc. and Pepe Jeans
USA, Inc. has been delivered to the Underwriters.
2. Paragraph 5 of the Underwriting Agreement is hereby amended by
adding the following condition:
(h) The transactions contemplated by the USA Purchase
Agreement and the Canada Purchase Agreement shall be
consummated substantially simultaneously with the closing of
the transactions contemplated by this Pricing Agreement; and
the USA Purchase Agreement and Canada Purchase Agreement shall
not have been amended, modified or waived with respect to any
material matter since their respective dates.
IIB-3
Exhibit 4.1
TOMMY HILFIGER U.S.A., INC.
FORM OF 6.50% NOTE DUE 2003
REGISTERED REGISTERED
NO. $
CUSIP 430 908 AA1
This Security is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of Cede & Co. or
a nominee of The Depository Trust Company (the "Depositary"). This
Global Note is exchangeable for Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or
by a nominee of the Depositary to the Depositary or another nominee of
the Depositary. Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an
interest herein.
TOMMY HILFIGER U.S.A., INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture, hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of $ ( ) on June 1, 2003 and to pay interest thereon
from May 8, 1998 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on June 1 and December 1 in
each year, commencing December 1, 1998, at the rate of 6.50% per annum, until
the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the City of New York or at any other office or agency
maintained for such purpose, in immediately available funds.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
<PAGE>
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE TOMMY HILFIGER U.S.A., INC.
OF AUTHENTICATION
This is one of the Securities of the By:__________________________
series designated therein referred to Chief Executive Officer
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee By:__________________________
Executive Vice President
and Assistant Secretary
By:__________________________
Authorized Officer
GUARANTEE
Tommy Hilfiger Corporation, a corporation duly organized and existing
under the laws of the British Virgin Islands (herein called the "Guarantor",
which term includes any successor or additional Guarantor under the Indenture
(the "Indenture") referred to in the Security upon which this notation is
endorsed) (i) unconditionally guarantees, to the extent permitted by law, that
(a) the principal of, and premium, if any, and interest (including additional
amounts, if any) on the Security upon which this notation is endorsed will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium, if any, and
interest on such Security, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee will be promptly paid in full or
performed, all in accordance with the terms hereof and as set forth in the
Indenture; and (b) in case of any extension of time of payment or renewal of the
Security upon which this notation is endorsed or any of such other obligations,
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration, or otherwise.
No stockholder, officer, director, employee or incorporator, past,
present or future, of the Guarantor, as such, shall have any personal liability
under this Guarantee by reason of his or its status as such stockholder,
officer, director, employee or incorporator.
This Guarantee shall be binding upon the Guarantor and its successors
and assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.
This Guarantee shall not be valid or obligatory for any purpose with
respect to the Security upon which this notation is endorsed until the
certificate of authentication on such Security shall have been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories.
TOMMY HILFIGER CORPORATION
By: ________________________
Name:
Title:
<PAGE>
Reverse Side of Note
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of May 1, 1998 (herein called the
"Indenture"), among the Company, the Guarantor and The Chase Manhattan Bank,
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$250,000,000.
The Securities of this series will be redeemable as a whole or
in part, at the option of the Company at any time, at a redemption price equal
to the greater of (1) 100% of their principal amount or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, plus in the case of each of clause (1) and (2) accrued interest to
the date of redemption.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term ("Remaining Life") of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Securities.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Comparable Treasury Price" means (1) the average of five
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (1) Morgan Stanley & Co.
Incorporated, Chase Securities Inc. and Salomon Brothers Inc and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by
the Independent Investment Banker after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
"Treasury Rate" means, with respect to any redemption date,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Federal Reserve and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after
the Remaining Life, yields for the two published maturities most closely
<PAGE>
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion will be issued to the Holder upon the cancellation hereof, and in event
of transfer or exchange a new Security or Securities of this series and of like
tenor and for a like aggregate principal amount will be issued to the Holder, in
case of exchange, or the designated transferee or transferees, in case of
transfer.
Subject to the relevant provisions set forth in the Indenture,
the Securities of this series are subject to redemption, in whole but not in
part, at the option of the Guarantor in the event the Guarantor becomes
obligated, in respect of any amounts to be paid under the Guarantee and as a
result of changes in applicable tax law, to pay additional amounts in respect of
any tax, assessment or governmental charge imposed on any Holder, and the
payments of such additional amounts cannot be avoided by any reasonable means.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor on in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any
proceeding, judicial or otherwise, with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Outstanding Securities of this
series a direction inconsistent with such request, and the Trustee shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
<PAGE>
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiples
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, director or employee, as such, past, present or future, of
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Sections 403 and 1010 of the Indenture providing for
defeasance and discharge and covenant defeasance, respectively, shall apply to
this Security.
Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months.
<PAGE>
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ____________________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act ________
(State)
Additional abbreviations may also be used
though not in the above list.
<PAGE>
FOR VALUE RECEIVED, __________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
-------------------------
/-------------------------/-----------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- -----------------------------------------------------------------
the within Instrument of the said Company and do hereby irrevocably constitute
and appoint
_______________________________________________________, Attorney to transfer
the said Instrument on the books of the said Company with full power of
substitution in the premises.
Dated:____________________
------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER
Exhibit 4.2
TOMMY HILFIGER U.S.A., INC.
FORM OF 6.85% NOTE DUE 2008
REGISTERED REGISTERED
NO. $
CUSIP 430 908 AB9
This Security is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of Cede & Co. or
a nominee of The Depository Trust Company (the "Depositary"). This
Global Note is exchangeable for Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or
by a nominee of the Depositary to the Depositary or another nominee of
the Depositary. Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an
interest herein.
TOMMY HILFIGER U.S.A., INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture, hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of $ ( ) on June 1, 2008 and to pay interest thereon
from May 8, 1998 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on June 1 and December 1 in
each year, commencing December 1, 1998, at the rate of 6.85% per annum, until
the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the City of New York or at any other office or agency
maintained for such purpose, in immediately available funds.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
<PAGE>
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE TOMMY HILFIGER U.S.A., INC.
OF AUTHENTICATION
This is one of the Securities of the By:__________________________
series designated therein referred to Chief Executive Officer
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee By:__________________________
Executive Vice President and
Assistant Secretary
By:__________________________
Authorized Officer
GUARANTEE
Tommy Hilfiger Corporation, a corporation duly organized and existing
under the laws of the British Virgin Islands (herein called the "Guarantor",
which term includes any successor or additional Guarantor under the Indenture
(the "Indenture") referred to in the Security upon which this notation is
endorsed) (i) unconditionally guarantees, to the extent permitted by law, that
(a) the principal of, and premium, if any, and interest (including additional
amounts, if any) on the Security upon which this notation is endorsed will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium, if any, and
interest on such Security, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee will be promptly paid in full or
performed, all in accordance with the terms hereof and as set forth in the
Indenture; and (b) in case of any extension of time of payment or renewal of the
Security upon which this notation is endorsed or any of such other obligations,
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration, or otherwise.
No stockholder, officer, director, employee or incorporator, past,
present or future, of the Guarantor, as such, shall have any personal liability
under this Guarantee by reason of his or its status as such stockholder,
officer, director, employee or incorporator.
This Guarantee shall be binding upon the Guarantor and its successors
and assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.
This Guarantee shall not be valid or obligatory for any purpose with
respect to the Security upon which this notation is endorsed until the
certificate of authentication on such Security shall have been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories.
TOMMY HILFIGER CORPORATION
By: ________________________
Name:
Title:
<PAGE>
Reverse Side of Note
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of May 1, 1998 (herein called the
"Indenture"), among the Company, the Guarantor and The Chase Manhattan Bank,
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$200,000,000.
The Securities of this series will be redeemable as a whole or
in part, at the option of the Company at any time, at a redemption price equal
to the greater of (1) 100% of their principal amount or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15
basis points, plus in the case of each of clause (1) and (2) accrued interest to
the date of redemption.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term ("Remaining Life") of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Securities.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Comparable Treasury Price" means (1) the average of five
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (1) Morgan Stanley & Co.
Incorporated, Chase Securities Inc. and Salomon Brothers Inc and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by
the Independent Investment Banker after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
"Treasury Rate" means, with respect to any redemption date,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Federal Reserve and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after
the Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
<PAGE>
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion will be issued to the Holder upon the cancellation hereof, and in event
of transfer or exchange a new Security or Securities of this series and of like
tenor and for a like aggregate principal amount will be issued to the Holder, in
case of exchange, or the designated transferee or transferees, in case of
transfer.
Subject to the relevant provisions set forth in the Indenture,
the Securities of this series are subject to redemption, in whole but not in
part, at the option of the Guarantor in the event the Guarantor becomes
obligated, in respect of any amounts to be paid under the Guarantee and as a
result of changes in applicable tax law, to pay additional amounts in respect of
any tax, assessment or governmental charge imposed on any Holder, and the
payments of such additional amounts cannot be avoided by any reasonable means.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor on in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any
proceeding, judicial or otherwise, with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Outstanding Securities of this
series a direction inconsistent with such request, and the Trustee shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
<PAGE>
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiples
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, director or employee, as such, past, present or future, of
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Sections 403 and 1010 of the Indenture providing for
defeasance and discharge and covenant defeasance, respectively, shall apply to
this Security.
Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months.
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ____________________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act ________
(State)
Additional abbreviations may also be used
though not in the above list.
<PAGE>
FOR VALUE RECEIVED, __________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
-------------------------
/-------------------------/--------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- -----------------------------------------------------------------
the within Instrument of the said Company and do hereby irrevocably constitute
and appoint
_______________________________________________________, Attorney to transfer
the said Instrument on the books of the said Company with full power of
substitution in the premises.
Dated:____________________
----------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER
