0000950142-13-000241.txt : 20130208 0000950142-13-000241.hdr.sgml : 20130208 20130208161331 ACCESSION NUMBER: 0000950142-13-000241 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: JOHN D. IDOL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDOL JOHN D CENTRAL INDEX KEY: 0001040543 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 650 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Michael Kors Holdings Ltd CENTRAL INDEX KEY: 0001530721 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86644 FILM NUMBER: 13586942 BUSINESS ADDRESS: STREET 1: UNIT 1902, 19/F, TOWER 6, THE GATEWAY STREET 2: HARBOUR CITY CITY: TSIM SHA TSUI, KOWLOON STATE: K3 ZIP: 00000 BUSINESS PHONE: (852) 2371-8634 MAIL ADDRESS: STREET 1: UNIT 1902, 19/F, TOWER 6, THE GATEWAY STREET 2: HARBOUR CITY CITY: TSIM SHA TSUI, KOWLOON STATE: K3 ZIP: 00000 SC 13G/A 1 eh1300130_13ga1-idol.htm AMENDMENT NO. 1 eh1300130_13ga1-idol.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


MICHAEL KORS HOLDINGS LIMITED
(Name of Issuer)
 
Ordinary Shares, No Par Value
(Title of Class of Securities)
 
G60754 10 1
(CUSIP Number)
 
December 31, 2012
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
   
   
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 


 
 
 

 
 
CUSIP No.  G60754 10 1
 SCHEDULE 13G
Page 1 of 6


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Idol
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,137,889 (includes (i) 95,000 ordinary shares held by the Idol Family Foundation, (ii) 147,254 restricted shares and (iii) 96,900 vested options to purchase ordinary shares)
6
SHARED VOTING POWER
 
2,000,000 (consists of ordinary shares held by certain grantor retained annuity trusts (“GRATs”) for the benefit of Mr. Idol’s children of which Mr. Idol is the grantor. Mr. Idol is not the trustee of the GRATs)
7
SOLE DISPOSITIVE POWER
 
2,137,889 (includes (i) 95,000 ordinary shares held by the Idol Family Foundation, (ii) 147,254 restricted shares and (iii) 96,900 vested options to purchase ordinary shares)
8
SHARED DISPOSITIVE POWER
 
2,000,000 (consists of ordinary shares held by certain GRATs for the benefit of Mr. Idol’s children of which Mr. Idol is the grantor. Mr. Idol is not the trustee of the GRATs)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,137,889
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.07%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 

 
CUSIP No.  G60754 10 1
 SCHEDULE 13G
Page 2 of 6

 

ITEM 1.
(a)
Name of Issuer: Michael Kors Holdings Limited (the “Company”)
   
(b)
Address of Issuer’s Principal Executive Offices:
c/o Michael Kors Limited
Unit 1902, 19/F, Tower 6
The Gateway, Harbour City
Tsim Sha Tsui, Kowloon, Hong Kong
     
   
ITEM 2.
(a)
Name of Person Filing: John D. Idol
     
 
(b)
Address of Principal Business Office or, if None, Residence:
c/o Michael Kors (USA), Inc.
11 West 42nd Street, 21st Floor
New York, New York 10036
     
 
(c)
Citizenship: United States
     
 
(d)
Title of Class of Securities: Ordinary shares, no par value
     
 
(e)
CUSIP Number: G60754 10 1
     
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
 
(a)
o  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
o  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
o  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
o  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
o  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
 
(f)
o  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
o  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
o  Group, in accordance with §240.13d-1(b)(1)(ii)(J)
   
 
 
 
 
 
 
 
CUSIP No.  G60754 10 1
 SCHEDULE 13G
Page 3 of 6
 
 
ITEM 4.
OWNERSHIP
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned: 4,137,889
 
(b)
Percent of class: 2.07%
 
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 2,137,889
 
(ii)
Shared power to vote or to direct the vote: 2,000,000
 
(iii)
Sole power to dispose or to direct the disposition of: 2,137,889
 
(iv)
Shared power to dispose or to direct the disposition of: 2,000,000
 
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
 
Pursuant to a Voting and Lock-up Agreement, dated July 11, 2011 (the “Voting Agreement”), Sportswear Holdings Limited, Michael Kors and John D. Idol, together with the other shareholders of the Company as of such date (the “Existing Shareholders”), agreed to vote all of their respective ordinary shares (and any other voting securities of the Company over which each such Existing Shareholder has voting control) as a block in accordance with the vote of the majority of the ordinary shares held by the Existing Shareholders on all matters (the “Voting Provisions”).  As a result of the Company’s secondary offering in March 2012, the Existing Shareholders ceased to own, in the aggregate, at least 50% of the Company’s outstanding ordinary shares, and accordingly, in accordance with the terms of the Voting Agreement, the Voting Provisions terminated.  As a result, Mr. Idol ceased to be a member of a “group” that, as of December 31, 2012, beneficially owned more than 5% of the Company’s ordinary shares issued and outstanding for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”).   This Amendment No. 1 to Schedule 13G constitutes Mr. Idol’s exit filing. See Item 9.
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.
   
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
   
 
 
 
 
 
 
 
CUSIP No.  G60754 10 1
 SCHEDULE 13G
Page 4 of 6
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.
   
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
See Item 5 and Item 9.
   
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
The Voting Provisions in the Voting Agreement that caused Mr. Idol to be deemed to be in a “group” with Sportswear Holdings Limited, Michael Kors and the Existing Shareholders terminated on March 28, 2012.  Mr. Idol is no longer deemed to be part of a “group” that, as of December 31, 2012, beneficially owned more than 5% of the Company’s ordinary shares issued and outstanding for purposes of Section 13(d)(3) of the Exchange Act.  A copy of the Voting Agreement is filed as Exhibit 10.3 to the Registration Statement on Form F-1 (Registration No. 333-178282) filed by the Company with the Securities and Exchange Commission on December 2, 2011.
   
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
   
 
 
 
 
 
 
 
CUSIP No.  G60754 10 1
 SCHEDULE 13G
Page 5 of 6
 
 
ITEM 10.
CERTIFICATION.
   
 
Not applicable.
   
 
 
 
 
 
 
 
CUSIP No.  G60754 10 1
 SCHEDULE 13G
Page 6 of 6
 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 8, 2013
 
   /s/ John D. Idol  
 
John D. Idol