UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-12
TOMMY HILFIGER CORPORATION
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Explanatory Note
Tommy Hilfiger Corporation (the "Company") is filing the materials
contained in this Schedule 14A with the Securities and Exchange Commission on
October 11, 2002, in connection with the solicitation of proxies for the
election of directors of the Company at its 2002 Annual Meeting of Shareholders.
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TOMMY HILFIGER CORPORATION ANNOUNCES BOARD AND MANAGEMENT SUCCESSION PLANS;
SILAS CHOU WILL NOT SEEK REELECTION AT 2002 ANNUAL MEETING
HONG KONG, Oct. 10 /PRNewswire-FirstCall/ -- Tommy Hilfiger Corporation
(NYSE: TOM) announced today Board and management succession plans that
involve several components.
First, Tommy Hilfiger, currently Honorary Chairman, will be named
Chairman of the Board effective October 28, at the conclusion of the term of
office of the current Chairman, Silas Chou. Mr. Chou has informed the Board that
he will remove himself from consideration for reelection at the Company's Annual
Meeting of Shareholders to be held on October 28, 2002 in order to devote time
to other business interests. Proxies for the election of directors at the Annual
Meeting will be voted for the remaining two nominees, Tommy Hilfiger and Robert
T.T. Sze, except as instructed otherwise by the shareholder executing the proxy.
Mr. Hilfiger will continue as Principal Designer.
"On behalf of the Board, as well as personally, I want to thank Silas
for his unwavering support since this company began," said Mr. Hilfiger. "Over
the past 13 years, Tommy Hilfiger has grown into a successful, global brand, and
we owe much to Silas' inspiration, leadership and wise counsel. He has helped
create a solid foundation from which we can move forward into the future."
Second, the plan calls for the hiring of an experienced individual with
the title of President, with the expectation that this person will assume the
role of Chief Executive Officer upon the expiration of the contract of the
current CEO, Joel Horowitz, in March of 2004. The Company expects that Mr.
Horowitz would continue as a director of the Company at that time.
Mr. Horowitz said that he informed the Board well in advance of his
contract expiration that he would not be continuing as CEO in order to allow the
Company time to find a successor and to provide for a period of time during
which he and his successor could work together to ensure a smooth transition.
The Company said that it had engaged the firm of Herbert Mines Associates to
conduct the executive search.
"The Board's goal with this plan is to provide a seamless passing of
the CEO torch," Mr. Horowitz said. "In March 2004 we will have in place a
President well positioned to become CEO. I welcome the chance to work closely
with this person to provide for an orderly transition."
Mr. Horowitz added, "There are still 18 months to go before my contract
as CEO ends and Tommy and I, along with the rest of the Tommy management team,
intend to continue to focus with great intensity on improving performance."
In addition, consistent with proposed New York Stock Exchange rules
pending before the Securities and Exchange Commission, the Company will seek to
achieve a majority of independent directors on its Board in the near future.
Mr. Chou, 56, has been Chairman of the Company since its formation in 1989.
Mr. Horowitz, 51, has been Chief Executive Officer since 1994, and has been a
senior executive of the Company since its inception. Both men were among Tommy
Hilfiger Corporation's founding investors.
Tommy Hilfiger Corporation, through its subsidiaries, designs, sources
and markets men's and women's sportswear, jeanswear and childrenswear under the
Tommy Hilfiger trademarks. Through a range of strategic licensing agreements,
the Company also offers a broad array of related apparel, accessories, footwear,
fragrance and home furnishings. The Company's products can be found in leading
department and specialty stores throughout the United States, Canada, Europe,
Mexico, Central and South America, Japan, Hong Kong and other countries in the
Far East, as well as the Company's own network of specialty and outlet stores in
the United States, Canada and Europe.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995. This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "project,"
"expect," " believe" and similar words or phrases. Such statements are based on
current expectations and are subject to certain risks and uncertainties,
including, but not limited to, the overall level of consumer spending on
apparel, the financial strength of the retail industry generally and the
Company's customers, distributors and franchisees in particular, changes in
trends in the market segments and geographic areas in which the Company
competes, the level of demand for the Company's products, actions by our major
customers or existing or new competitors, changes in currency and interest
rates, changes in applicable tax laws, regulations and treaties and changes in
economic or political conditions or trade regulations in the markets where the
Company sells or sources its products, as well as other risks and uncertainties
set forth in the Company's publicly-filed documents, including its Annual Report
on Form 10-K for the fiscal year ended March 31, 2002. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. The Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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