0000950142-13-000329.txt : 20130213 0000950142-13-000329.hdr.sgml : 20130213 20130213144021 ACCESSION NUMBER: 0000950142-13-000329 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: JOHN MUSE GROUP MEMBERS: JRM INTERIM INVESTORS LP GROUP MEMBERS: LITTLESTONE LTD GROUP MEMBERS: MUSE CHILDREN'S GS TRUST GROUP MEMBERS: MUSE FAMILY ENTERPRISES LTD. GROUP MEMBERS: NORTHCROFT TRADING INC. GROUP MEMBERS: OB KORS LLC GROUP MEMBERS: VAX TRADING INC. 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: 13602165 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Northcroft Trading Inc. CENTRAL INDEX KEY: 0001537177 IRS NUMBER: 000000000 STATE OF INCORPORATION: R1 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ADR TOWER - FLOOR 8TH STREET 2: SAMUEL LEWIS AVENUE AND 58TH STREET CITY: PANAMA CITY STATE: R1 ZIP: 0000 BUSINESS PHONE: 0041223282815 MAIL ADDRESS: STREET 1: C/O RH?NE GESTION S.A. STREET 2: BOULEVARD GEORGES-FAVON 2 CITY: GENEVA STATE: V8 ZIP: 1204 SC 13G/A 1 eh1300282_13ga2-korsholdings.htm AMENDMENT NO. 2 eh1300282_13ga2-korsholdings.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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 2 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
Northcroft Trading Inc.
  
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
 
Panama
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 3 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
Littlestone Limited
  
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
 
Malta
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
167,547
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
167,547
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
167,547
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%1
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
1      Based on 200,274,090 Ordinary Shares that were issued and outstanding as of December 29, 2012.
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 4 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
Vax Trading Inc.
  
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
 
British Virgins Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 

 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 5 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
OB Kors LLC
  
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
 
Washington, United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 

 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 6 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
John Muse2
  
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
 
Texas, United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
239,869
6
SHARED VOTING POWER
 
243,176
7
SOLE DISPOSITIVE POWER
 
239,869
8
SHARED DISPOSITIVE POWER
 
243,176
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
483,045
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2%3
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
2
John Muse is President of JRM Management Company, LLC, the General Partner of Muse Family Enterprises, Ltd. and JRM Interim Investors, LP. John Muse shares voting and dispositive control over the Ordinary Shares held by Muse Family Enterprises, Ltd. and JRM Interim Investors, LP.
  
3      Based on 200,274,090 Ordinary Shares that were issued and outstanding as of December 29, 2012.

 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 7 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
Muse Children’s GS Trust
  
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
 
Texas, United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
121,588
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
121,588
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
121,588
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%4
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
4      Based on 200,274,090 Ordinary Shares that were issued and outstanding as of December 29, 2012.
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 8 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
JRM Interim Investors, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas, United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
121,588
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
121,588
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
121,5885
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%6
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
5
This number does not include those Ordinary Shares held by Mr. John Muse or Muse Family Enterprises, Ltd.
  
6      Based on 200,274,090 Ordinary Shares that were issued and outstanding as of December 29, 2012.
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 9 of 21 Pages
 
 
1
NAME OF REPORTING PERSON
 
Muse Family Enterprises, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas, United States of America
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
121,588
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
121,588
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
121,5887
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1%8
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
7
This number does not include those Ordinary Shares held by Mr. John Muse or JRM Interim Investors, L.P.
  
8      Based on 200,274,090 Ordinary Shares that were issued and outstanding as of December 29, 2012.
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 10 of 21 Pages
 
ITEM 1.
(a)
Name of Issuer: Michael Kors Holdings Limited
   
(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, Hong Kong
   
ITEM 2.
(a)
Name of Person Filing:
     
   
This Schedule 13G is being filed on behalf of each of the following persons:
 
   
1.  Northcroft Trading Inc.
2.  Littlestone Limited 
3.  Vax Trading Inc.
4.  OB Kors LLC
5.  John Muse
6.  Muse Children’s GS Trust
7.  JRM Interim Investors, LP
8.  Muse Family Enterprises, Ltd.
     
 
(b)
Address of Principal Business Office, or if None, Residence:
     
 
1.
Northcroft Trading Inc.
   
c/o Rhône Gestion S.A.
   
2 Bd Georges – Favon
   
CH-1204 Geneva, Switzerland

 
2.
Littlestone Limited
   
 c/o Moore Stephens
   
P. O. Box 146, Town Mills South
   
La Rue du Pre, St. Peter Port
   
Guernsey GY1 3HZ
   
Channel Islands
     
 
3.
Vax Trading Inc.
   
c/o MAO Financial Services S.A.
   
1, rue Etienne-Dumont
   
1204 Geneva, Switzerland
     
 
4.
OB Kors LLC
   
520 Pike Street, Suite 1100
   
Seattle, WA 98101
     
 
5.
For reporting persons John Muse, Muse Children’s GS Trust, JRM Interim Investors, LP and Muse Family Enterprises, Ltd.
   
c/o HM Capital Partners, LLC
   
200 Crescent Court, Suite 1600
   
Dallas, TX 75201
     
     
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 11 of 21 Pages
 
 
 
(c)
Citizenship:
     
 
1.
Northcroft Trading Inc.: Panama
     
 
2.
 Littlestone Limited: Malta
     
 
3.
Vax Trading Inc.: British Virgin Islands
     
 
4.
OB Kors LLC: Washington, United States of America
     
 
5.
John Muse: United States of America
     
 
6.
Muse Children’s GS Trust: Texas, United States of America
     
 
7.
JRM Interim Investors, LP: Texas, United States of America
     
 
8.
Muse Family Enterprises, Ltd.: Texas, United States of America
     
 
(d)
Title of Class of Securities:
     
   
Ordinary Shares, no par value
     
 
(e)
CUSIP Number:
     
   
G60754 1 01
     

ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
 
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
 
(f)
[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
 
(g)
[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
 
(h)
[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
[__]  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)
[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
   
ITEM 4.
OWNERSHIP
   
 
As of December 31, 2012, the following ordinary shares, no par value (the “Ordinary Shares”), of Michael Kors Holdings Limited (the “Company”) were beneficially owned by the following persons (all percentages of Ordinary Shares reported in this statement on Schedule 13G have been calculated based on the Ordinary Shares issued and outstanding as of December 29, 2012).
   
 
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 12 of 21 Pages

 
Northcroft Trading Inc.
   
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0.0%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote: 0
     
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
(iv)
Shared power to dispose or to direct the disposition of:: 0
     

 
Littlestone Limited
   
 
(a)
Amount beneficially owned: 167,547
 
(b)
Percent of class: 0.1%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 167,547
     
 
(ii)
Shared power to vote or to direct the vote: 0
     
 
(iii)
Sole power to dispose or to direct the disposition of: 167,547
     
 
(iv)
Shared power to dispose or to direct the disposition of: 0
     
 
Vax Trading Inc.
   
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0.0%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote: 0
     
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
(iv)
Shared power to dispose or to direct the disposition of: 0
     
 
OB Kors LLC
   
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0.0%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote: 0
     
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 13 of 21 Pages
 
 
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
(iv)
Shared power to dispose or to direct the disposition of: 0
     
 
John Muse9
   
 
(a)
Amount beneficially owned: 483,045
 
(b)
Percent of class: 0.2%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 239,869
     
 
(ii)
Shared power to vote or to direct the vote: 243,176
     
 
(iii)
Sole power to dispose or to direct the disposition of: 239,869
     
 
(iv)
Shared power to dispose or to direct the disposition of: 243,176

 
Muse Children’s GS Trust
   
 
(a)
Amount beneficially owned: 121,588
 
(b)
Percent of class: 0.1%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 121,588
     
 
(ii)
Shared power to vote or to direct the vote:
     
 
(iii)
Sole power to dispose or to direct the disposition of: 121,588
     
 
(iv)
Shared power to dispose or to direct the disposition of: 0
     
 
JRM Interim Investors, LP10
   
 
(a)
Amount beneficially owned: 121,588
 
(b)
Percent of class: 0.1%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote: 121,588
     
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
 
9
John Muse is President of JRM Management Company, LLC, the General Partner of Muse Family Enterprises, Ltd. and JRM Interim Investors, LP. John Muse shares voting and dispositive control over the Ordinary Shares held by Muse Family Enterprises, Ltd. and JRM Interim Investors, LP.
  
10     This number does not include those shares held by Mr. John Muse or Muse Family Enterprises, Ltd.
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 14 of 21 Pages
 
 
 
(iv)
Shared power to dispose or to direct the disposition of: 121,588
     
 
Muse Family Enterprises, Ltd.
   
 
(a)
Amount beneficially owned: 121,5883
 
(b)
Percent of class: 0.1%
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
     
 
(ii)
Shared power to vote or to direct the vote: 121,588
     
 
(iii)
Sole power to dispose or to direct the disposition of: 0
     
 
(iv)
Shared power to dispose or to direct the disposition of: 121,588
     

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”), each of Northcroft Trading Inc., Littlestone (now called “Littlestone Limited”), Vax Trading Inc., OB Kors LLC, John Muse, Muse Children’s GS Trust, JRM Interim Investors, LP and Muse Family Enterprises, Ltd. (collectively, the “Reporting Persons”), as  well as Sportswear Holdings Limited, Michael Kors, John D. Idol (the Reporting Persons, together with Sportswear Holdings Limited, John Idol and Michael Kors, 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, the Reporting Persons ceased to be members 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. 2 to Schedule 13G constitutes an exit filing for each of the Reporting Persons but not as to the reporting persons party to Amendment No. 1 to  Schedule 13G, filed on February 1, 2013. See Item 9.
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not Applicable.
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
 
  
11     This number does not include those shares held by Mr. John Muse or JRM Interim Investors, LP.
 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 15 of 21 Pages
 
 
 
Not Applicable.
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
See Item 5 and Item 9.
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
The Voting Provisions in the Voting Agreement that caused the Reporting Persons to be deemed to be in a “group” with Mr. John D. Idol, Mr. Michael Kors and Sportswear Holdings Limited terminated on March 28, 2012. Each of the Reporting Persons 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.
   
ITEM 10.
CERTIFICATIONS.
   
 
Not Applicable.
 
 
 
 

 
 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 16 of 21 Pages
 
 
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 13, 2013
 
By:
 
 Northcroft Trading Inc.
 
  /s/ Yannick Fasana
  
   
Name: Yannick Fasana
Title:   Administrator
  
     
 
By:
 
Littlestone Limited
 
  /s/ Judy Wright
  
   
Name:  Judy Wright
Title:    Director
  
     
 
By:
 
Vax Trading Inc.
 
  /s/ Michel Clémence
  
   
Name: Michel Clémence
Title:   Director
  
     
 
By:
 
OB Kors LLC
 
  /s/ Bryon Madsen
  
   
Name: Bryon Madsen
Title:   V.P. of its Managing Member
  
     
   
John Muse
 
  /s/ John Muse
  
       
     
 
By:
 
Muse Children’s GS Trust
 
  /s/ Linda Ehlers
  
   
Name: Linda Ehlers
Title:   Co-Trustee
  
     
 
 

 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 17 of 21 Pages
 
 
 
 
By:
JRM Interim Investors, LP
 
  /s/ John Muse
  
    Name:
John Muse
  
    Title: President of JRM Management Company, LLC,
the General Partner of JRM Interim Investors, LP
  
     
 
By:
 
Muse Family Enterprises, Ltd.
 
  /s/ John Muse
  
    Name:
John Muse
  
    Title: President of JRM Management Company, LLC,
the General Partner of Muse Family Enterprises, Ltd.
  
 
 
 

 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 18 of 21 Pages
 
 
EXHIBITS


Exhibit No.
Document Description
   
1.
Joint Filing Agreement, dated February 13, 2013, Littlestone Limited, Northcroft Trading Inc., Vax Trading Inc., OB Kors LLC, John Muse, Muse Children’s GS Trust, JRM Interim Investors, LP and Muse Family Enterprises, Ltd.
 
 
 
 
 

 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 19 of 21 Pages
 
 
Exhibit 1
 
JOINT FILING AGREEMENT
 
WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, of certain Ordinary Shares, of no par value (the “Ordinary Shares”), of Michael Kors Holdings Limited (the “Company”).
 
NOW THEREFORE,
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

[Remainder of page intentionally left blank.]
 
 
 

 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 20 of 21 Pages
 
 
IN WITNESS WHEREOF, this Agreement has been signed by the undersigned this 13th day of February 2013.


 
By:
 
 Littlestone Limited
 
  /s/ Judy Wright
  
   
Name: Judy Wright
Title:   Director
  
     
 
By:
 
Northcroft Trading Inc.
 
  /s/ Yannick Fasana
  
   
Name:  Yannick Fasana
Title:    Administrator
  
     
 
By:
 
Vax Trading Inc.
 
  /s/ Michel Clémence
  
   
Name: Michel Clémence
Title:   Director
  
     
 
By:
 
OB Kors LLC
 
  /s/ Bryon Madsen
  
   
Name: Bryon Madsen
Title:   V.P. of its Managing Member
  
     
   
John Muse
 
  /s/ John Muse
  
       
     
 
By:
 
Muse Children’s GS Trust
 
  /s/ Linda Ehlers
  
   
Name: Linda Ehlers
Title:   Co-Trustee
  
     
 
 
 
 

 
[Joint Filing Agreement]
 

 
 
 
 
CUSIP No. G60754 10 1
 SCHEDULE 13G
Page 21 of 21 Pages
 
 
 
 
By:
JRM Interim Investors, LP
 
  /s/ John Muse
  
    Name:
John Muse
  
    Title: President of JRM Management Company, LLC,
the General Partner of JRM Interim Investors, LP
  
     
 
By:
 
Muse Family Enterprises, Ltd.
 
  /s/ John Muse
  
    Name:
John Muse
  
    Title: President of JRM Management Company, LLC,
the General Partner of Muse Family Enterprises, Ltd.
  
 
 
 
 
 
 
 
 
 

 
[Joint Filing Agreement]