-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RI3z5jyxuZAkcn1Kg4C0VQM0bsMPWEn28HeZZb/5XyAPb9qcEH0jRVB/zkECZdOK o/r0rifsq4z7f4Lr3ovrzg== 0001193125-06-024968.txt : 20060209 0001193125-06-024968.hdr.sgml : 20060209 20060209133308 ACCESSION NUMBER: 0001193125-06-024968 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HILFIGER TOMMY CORP CENTRAL INDEX KEY: 0000888747 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44195 FILM NUMBER: 06591985 BUSINESS ADDRESS: STREET 1: 9/F NOVOL INDUSTRIAL BLDG STREET 2: 850 870 LAI CHI KOK ROAD CITY: CHEUNG SHA WAN KOWLO STATE: K3 BUSINESS PHONE: 85222160668 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sowood Capital Management LP CENTRAL INDEX KEY: 0001304294 IRS NUMBER: 743113983 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-603-3400 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: 17TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 dsc13da.htm AMENDMENT TO SCHEDULE 13D Amendment to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 1)

 

Tommy Hilfiger Corporation

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

G8915Z102

(CUSIP Number)

 

 

Megan Kelleher

Sowood Capital Management LP

500 Boylston Street, 17th Floor

Boston, Massachusetts 02116

(617) 603-3400

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

February 9, 2006

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

CUSIP No. G8915Z102   SCHEDULE 13D   Page 2 of 5 Pages

 

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            Sowood Capital Management LP

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            OO

    
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Delaware

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7.    Sole Voting Power

 

                5,798,000 shares

 

  8.    Shared Voting Power

 

                0

 

  9.    Sole Dispositive Power

 

                5,798,000 shares

 

10.    Shared Dispositive Power

 

                0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            5,798,000

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

            6.3%

    
14.  

Type of Reporting Person (See Instructions)

 

            IA

    

 

 

Item 1. Security and Issuer

 

This statement on Schedule 13D relates to the shares of common stock, par value $.01 per share (the “Common Stock”), of Tommy Hilfiger Corporation (the “Issuer”), which has its principal executive offices at 9/F, Novel Industrial Building, 850-870 Lai Chi Kok Road, Cheung Sha Wen, Kowloon, Hong Kong.

 

Item 2. Identity and Background

 

This statement is filed by Sowood Capital Management LP (“Sowood”), a Delaware limited partnership. The principal executive offices of Sowood are located 500 Boylston Street, 17th Floor, Boston, Massachusetts 02116. Sowood is an investment manager.

 

Information relating to each of the directors, executive officers and controlling persons of Sowood is contained in Exhibit A attached hereto and incorporated herein by reference. Each of the directors, executive officers and controlling persons of Sowood is a citizen of the United States of America.

 

To Sowood’s knowledge and belief, neither Sowood nor any of the persons listed in Exhibit A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). To Sowood’s knowledge and belief, neither Sowood nor any of the persons listed in Exhibit A has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Not applicable.

 

Item 4. Purpose of Transaction

 

On January 23, 2006, Sowood Capital Management LP (“Sowood”) sent an open letter to Mario L. Baeza and the independent directors of Tommy Hilfiger Corporation (“TOM”) regarding the announced sale of TOM to Apax Partners (“Apax”). As a follow-up, Sowood plans to meet with Mr. Baeza, the Chairman and an independent director of TOM, and the Board’s advisors to discuss and recommend, among other things, alternatives to Apax’s announced proposal.

 

The securities of the Issuer acquired and held by Sowood were acquired in the ordinary course of business and were not acquired for the purpose of or, except as set forth herein, with the effect of changing or influencing control of the Issuer.

 

Except as described above, Sowood does not have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D. Sowood reserves the right to make any such plans or proposals in the future or to take any other steps to enhance the value of its investment.

 

Item 5. Interest in Securities of the Issuer

 

(a) Sowood is the beneficial owner 5,798,000 of shares of Common Stock (approximately 6.3% of the shares of the Issuer’s issued and outstanding Common Stock based on the most recent filing of the Issuer with the SEC). Beneficial ownership of the securities held by Sowood Alpha Fund Ltd., a company with limited liability incorporated in the Cayman Islands, and Sowood Alpha Fund LP, a limited partnership formed under Delaware law, has been granted to Sowood Capital Management LP, a limited partnership formed under Delaware law, pursuant to investment management agreements between Sowood Capital Management LP and each of Sowood Alpha Fund Ltd. and Sowood Alpha Fund LP. Of the shares of Common Stock reported herein, 5,002,719 are held for the benefit of Sowood Alpha Fund Ltd. and 795,281 are held for the benefit of Sowood Alpha Fund LP. The general partner of Sowood Alpha Fund LP is Sowood Associates LP, a limited partnership formed under Delaware law.

 

(b) Sowood has sole power to vote and sole power to dispose of the shares to which this Schedule 13D relates.

 

(c) Between January 23, 2006 and February 9, 2006, Sowood bought no shares of Common Stock of the Issuer.

 

(d) The shareholders of Sowood Alpha Fund Ltd. and the limited partners in Sowood Alpha Fund LP may receive distributions of amounts including dividends from, or the proceeds from the sale of, the securities.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Not applicable

 

Item 7. Materials to be Filed as Exhibits

 

The following documents are filed as Exhibits to this statement:

 

Exhibit A: Information concerning the directors, executive officers and controlling persons of Sowood.

 

3

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 9, 2006      

SOWOOD CAPITAL MANAGEMENT LP

 

By: Sowood Capital Management LLC, its general partner

        By:   /S/    MEGAN KELLEHER        
               

Name: Megan Kelleher

Title: Authorized Signatory

 

4

EXHIBIT A

 

DIRECTORS AND EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF SOWOOD

CAPITAL MANAGEMENT LP

 

The names of the directors and executive officers of Sowood and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director, executive officer or controlling person is c/o Sowood Capital Management LP, 500 Boylston Street, 17th Floor Boston, Massachusetts 02116.

 

Name

  

Office/Position

Jeff Larson   Managing Partner
Stuart Porter   Managing Partner
Megan Kelleher   Managing Partner

 

CONTROLLING PERSON OF SOWOOD CAPITAL MANAGEMENT LP

 

Sowood Capital Management LLC is the general partner of Sowood. The managing member of Sowood Capital Management LLC is Jeffrey B. Larson.

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