SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 30, 2000
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number 1-724
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 13-1166910 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification No.) | |
200 Madison Avenue New York, New York 10016
(Address of principal executive offices)
Registrant's telephone number (212) 381-3500
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.
Yes X No ___
The number of outstanding shares of common stock, par value $1.00 per
share, of Phillips-Van Heusen Corporation as of August 28, 2000: 27,292,469 shares.
PHILLIPS-VAN HEUSEN CORPORATION
INDEX
PART I -- FINANCIAL INFORMATION
Item 1 - Financial Statements
Independent Accountants Review Report................................. | 1 |
Condensed Consolidated Balance Sheets as of July 30, 2000 and | |
January 30, 2000...................................................... | 2 |
Condensed Consolidated Statements of Operations for the thirteen | |
weeks and twenty-six weeks ended July 30, 2000 and August 1, 1999..... | 3 |
Condensed Consolidated Statements of Cash Flows for the twenty-six | |
weeks ended July 30, 2000 and August 1, 1999.......................... | 4 |
Notes to Condensed Consolidated Financial Statements.................. | 5-7 |
Item 2 - Management's Discussion and Analysis of Results of Operations | |
and Financial Condition............................................... | 8-11 |
PART II -- OTHER INFORMATION | |
ITEM 4 Submission of Matters to a Vote of Stockholders................ | 12 |
ITEM 6 - Exhibits and Reports on Form 8-K............................. | 12-15 |
Signatures............................................................ | 16 |
Exhibit--Acknowledgment of Independent Accountants.................... | 17 |
Exhibit--Financial Data Schedule...................................... | 18 |
Independent Accountants Review Report
Stockholders and Board of Directors
Phillips-Van Heusen Corporation
We have reviewed the accompanying condensed consolidated balance sheet of Phillips-Van Heusen Corporation as of July 30, 2000, and the related condensed consolidated statements of operations and cash flows for the thirteen and twenty-six week periods ended July 30, 2000 and August 1, 1999. These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Phillips-Van Heusen Corporation as of January 30, 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated March 7, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 30, 2000, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
ERNST & YOUNG LLP |
New York, New York
August 16, 2000
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Phillips-Van Heusen Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
UNAUDITED | AUDITED | |
July 30, | January 30, | |
2000 | 2000 | |
ASSETS | ||
Current Assets: | ||
Cash, including cash equivalents of $22,845 and $94,543 | $ 23,116 | $ 94,821 |
Trade receivables, less allowances of $1,924 and $2,305 | 77,327 | 66,422 |
Inventories | 313,881 | 222,976 |
Other, including deferred taxes of $23,052 | 45,069 | 41,751 |
Total Current Assets | 459,393 | 425,970 |
Property, Plant and Equipment | 108,939 | 106,122 |
Goodwill | 96,445 | 83,578 |
Other Assets, including deferred taxes of $34,538 and | ||
$31,800 | 59,653 | 58,078 |
$724,430 | $673,748 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current Liabilities: | ||
Notes payable | $ 30,000 | |
Accounts payable | 38,720 | $ 39,858 |
Accrued expenses | 102,681 | 84,722 |
Total Current Liabilities | 171,401 | 124,580 |
Long-Term Debt | 248,817 | 248,784 |
Other Liabilities | 60,453 | 58,699 |
Stockholders' Equity: | ||
Preferred Stock, par value $100 per share; 150,000 | ||
shares authorized, no shares outstanding | ||
Common Stock, par value $1 per share; 100,000,000 | ||
shares authorized; shares issued 27,292,469 | ||
and 27,289,869 | 27,292 | 27,290 |
Additional Capital | 117,717 | 117,697 |
Retained Earnings | 98,750 | 96,698 |
Total Stockholders' Equity | 243,759 | 241,685 |
$724,430 | $673,748 |
See accompanying notes.
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Phillips-Van Heusen Corporation
Condensed Consolidated Statements of Operations
Unaudited
(In thousands, except per share data)
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||
July 30, | August 1, | July 30, | August 1, | |
2000 | 1999 | 2000 | 1999 | |
Net sales | $327,832 | $316,790 | $638,142 | $606,489 |
Cost of goods sold | 211,731 | 205,006 | 415,798 | 393,897 |
Gross profit | 116,101 | 111,784 | 222,344 | 212,592 |
Selling, general and administrative expenses | 101,175 | 100,937 | 205,373 | 201,771 |
Income before interest and taxes | 14,926 | 10,847 | 16,971 | 10,821 |
Interest expense, net | 5,235 | 6,038 | 10,362 | 12,181 |
Income (loss) before taxes | 9,691 | 4,809 | 6,609 | (1,360) |
Income tax expense (benefit) | 3,682 | 1,236 | 2,511 | (308) |
Net income (loss) | $ 6,009 | $ 3,573 | $ 4,098 | $ (1,052) |
Basic and diluted net income (loss) per share | $ 0.22 | $ 0.13 | $ 0.15 | $ (0.04) |
Dividends declared per common share | $ 0.00 | $ 0.0375 | $ 0.075 | $ 0.1125 |
Note: The Company declared its third dividend of the current year for $0.0375 per common
share on August 1, 2000 which falls into the third quarter.
See accompanying notes.
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Phillips-Van Heusen Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited
(In thousands)
Twenty-Six Weeks Ended | ||
July 30, | August 1, | |
2000 | 1999 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 4,098 | $ (1,052) |
Adjustments to reconcile to net cash used | ||
by operating activities: | ||
Depreciation and amortization | 9,590 | 9,729 |
Equity income | (504) | (540) |
Deferred income taxes | 209 | (714) |
Changes in operating assets and liabilities: | ||
Receivables | (10,905) | 392 |
Inventories | (51,020) | 1,614 |
Accounts payable and accrued expenses | 16,799 | (12,096) |
Acquisition of inventory associated with | ||
John Henry and Manhattan license agreement | (17,212) | |
Other-net | 30 | (1,757) |
Net Cash Used By Operating Activities | (31,703) | (21,636) |
INVESTING ACTIVITIES: | ||
Acquisition of net assets associated with | ||
Arrow and Kenneth Cole license agreements | (56,765) | |
Sale of Gant trademark, net of related costs | 67,000 | |
Property, plant and equipment acquired | (11,214) | (5,484) |
Net Cash Provided (Used) By Investing Activities | (67,979) | 61,516 |
FINANCING ACTIVITIES: | ||
Proceeds from revolving line of credit | 30,000 | 41,600 |
Payments on revolving line of credit | (61,600) | |
Exercise of stock options | 23 | |
Cash dividends | (2,046) | (3,068) |
Net Cash Provided (Used) By Financing Activities | 27,977 | (23,068) |
Increase (Decrease) In Cash | (71,705) | 16,812 |
Cash at beginning of period | 94,821 | 10,957 |
Cash at end of period | $ 23,116 | $ 27,769 |
See accompanying notes.
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PHILLIPS-VAN HEUSEN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
GENERAL
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not contain all disclosures required by generally accepted accounting principles for complete financial statements. Reference should be made to the audited consolidated financial statements, including the footnotes thereto, included in the Company's Annual Report to Stockholders for the year ended January 30, 2000.
The preparation of interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from the estimates.
The results of operations for the twenty-six weeks ended July 30, 2000 and August 1, 1999 are not necessarily indicative of those for a full fiscal year due, in part, to seasonal factors. The data contained in these financial statements are unaudited and are subject to year-end adjustments; however, in the opinion of management, all known adjustments (which consist only of normal recurring accruals) have been made to present fairly the consolidated operating results for the unaudited periods.
Certain reclassifications have been made to the condensed consolidated financial statements for the twenty-six weeks ended August 1, 1999 to present that information on a basis consistent with the twenty-six weeks ended July 30, 2000.
INVENTORIES
Inventories are summarized as follows:
July 30, | January 30, | ||
2000 | 2000 | ||
Raw materials | $ 18,883 | $ 14,485 | |
Work in process | 18,750 | 11,995 | |
Finished goods | 276,248 | 196,496 | |
Total | $313,881 | $222,976 |
Inventories are stated at the lower of cost or market. Cost for certain apparel inventories is determined using the last-in, first-out method (LIFO). Cost for footwear and other apparel inventories is determined using the first-in, first-out method (FIFO). Inventories would have been approximately $5,600 higher than reported at July 30, 2000 and January 30, 2000, if the FIFO method of inventory accounting had been used for all apparel.
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The final determination of cost of sales and inventories under the LIFO method can only be made at the end of each fiscal year based on inventory cost and quantities on hand. Interim LIFO determinations are based on management's estimates of expected year-end inventory levels and costs. Such estimates are subject to revision at the end of each quarter. Since estimates of future inventory levels and costs are subject to external factors, interim financial results are subject to year-end LIFO inventory adjustments.
EARNINGS PER SHARE
The Company computed its basic and diluted earnings per share by dividing net income or loss by:
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||
7/30/00 | 8/1/99 | 7/30/00 | 8/1/99 | |
Weighted Average Common Shares | ||||
Outstanding for Basic | ||||
Earnings Per Share | 27,291,169 | 27,287,985 | 27,290,519 | 27,287,985 |
Impact of Dilutive Employee | ||||
Stock Options | 15,621 | 31,667 | 8,661 | |
Total Shares for Diluted | ||||
Earnings Per Share | 27,306,790 | 27,319,652 | 27,299,180 | 27,287,985 |
ACQUISITION OF NET ASSETS ASSOCIATED WITH ARROW AND KENNETH COLE LICENSE AGREEMENTS
On July 24, 2000, the Company acquired the license to market dress shirts and sportswear under the Arrow brand and the license to market dress shirts under the Kenneth Cole brand. These transactions are being accounted for as an acquisition using the purchase method of accounting. In connection with these transactions, the Company acquired $56,765 of net assets (principally inventory) including $13,932 of goodwill. The goodwill is being amortized over 17 years, which is the expected life of the license agreements.
Pro forma financial information for the twenty-six weeks ended July 30, 2000 will be provided in the Company's report on Form 8-K to be amended by October 10, 2000.
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SEGMENT DATA
The Company manages and analyzes its operating results by its two vertically integrated business segments: (i) Apparel and (ii) Footwear and Related Products. In identifying its reportable segments, the Company evaluated its operating divisions and product offerings. The Company aggregates the results of its apparel divisions into the Apparel segment. This segment derives revenues from marketing dresswear, sportswear and accessories, principally under the brand names Van Heusen, Izod, Geoffrey Beene, John Henry, Manhattan, DKNY, FUBU, Regis by the Van Heusen Company, Arrow and Kenneth Cole. The Company's footwear business has been identified as the Footwear and Related Products segment. This segment derives revenues from marketing casual footwear, apparel and accessories under the Bass brand name. Sales for both segments occur principally in the United States.
(In thousands)
Segment Data | ||||
Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||
7/30/00 | 8/1/99 | 7/30/00 | 8/1/99 | |
Net sales-apparel | $229,538 | $212,665 | $452,096 | $414,723 |
Net sales-footwear and | ||||
related products | 98,294 | 104,125 | 186,046 | 191,766 |
Total net sales | $327,832 | $316,790 | $638,142 | $606,489 |
Operating income-apparel | $ 11,596 | $ 9,607 | $ 16,322 | $ 13,370 |
Operating income-footwear | ||||
and related products | 7,425 | 7,412 | 8,726 | 8,603 |
Total operating income | 19,021 | 17,019 | 25,048 | 21,973 |
Corporate expenses | 4,095 | 6,172 | 8,077 | 11,152 |
Income before interest | ||||
and taxes | $ 14,926 | $ 10,847 | $ 16,971 | $ 10,821 |
Corporate expenses for the thirteen and twenty-six weeks ended August 1, 1999 include Year 2000 computer conversion costs of $2,710 and $4,160, respectively.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Thirteen Weeks Ended July 30, 2000 Compared With Thirteen Weeks Ended
August 1, 1999
APPAREL SEGMENT
Net sales of the Company's apparel segment in the second quarter were $229.5 million in 2000 compared with $212.7 million last year, a 7.9% increase. Included in the second quarter of 1999 were $25.2 million of sales related to the Gant and Izod Club businesses, which were disposed of in 1999. Excluding sales of Gant and Izod Club, apparel sales increased 22.5% over the prior year. This improvement was due to strong sales of both sportswear and dress shirts. All apparel divisions had significant sales increases with Izod in particular experiencing very strong sales growth.
Gross profit on apparel sales was 33.7% in the second quarter compared with 33.6% last year.
Selling, general and administrative expenses as a percentage of apparel sales were 28.7% in the second quarter compared with 29.1% last year. The improvement resulted principally from the additional leveraging of expenses on increased sales.
FOOTWEAR AND RELATED PRODUCTS SEGMENT
Net sales of the Company's footwear and related products segment in the second quarter were $98.3 million in 2000 compared with $104.1 million last year. Weak consumer demand for footwear in general and, particularly, seasonally important sandals, resulted in sales declines.
Gross profit on footwear and related products sales was 39.1% in the second quarter of 2000 compared with 38.6% last year. This expected increase was due principally to the closing of manufacturing operations in 1999 which has continued to lower product costs and improve gross margins.
Selling, general and administrative expenses as a percentage of footwear and related products sales in the second quarter were 31.6% in 2000 compared with 31.5% in 1999. This increase resulted principally from the sales decrease, as actual expenses decreased from the prior year.
INTEREST EXPENSE
Interest expense in the second quarter was $5.2 million in 2000 compared with
$6.0 million last year. Interest expense decreased principally from the cash generated in 1999 associated with the liquidation of the Gant and Izod Club businesses.
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INCOME TAXES
Income taxes were estimated at a rate of 38.0% for the current year compared with the 1999 full year rate of 34.8%. The increased rate in the current year results principally from closing the Company's Bass manufacturing operations in Puerto Rico in the third quarter of 1999, resulting in a higher percentage of pre-tax income being subject to U.S. tax.
CORPORATE EXPENSES
Corporate expenses in the second quarter were $4.1 million in 2000 compared with $6.2 million in 1999. This decrease relates principally to the absence of Year 2000 computer conversion costs.
Twenty-Six Weeks Ended July 30, 2000 Compared With Twenty-Six Weeks Ended
August 1, 1999
APPAREL SEGMENT
Net sales of the Company's apparel segment in the first half were $452.1 million in 2000, an increase of 9.0% from the prior year's $414.7 million. Included in the first half of 1999 were $57.0 million of sales related to the Gant and Izod Club businesses, which were disposed of in 1999. Excluding sales of Gant and Izod Club, apparel sales increased 26.4% over the prior year. This improvement was due to strong sales of both sportswear and dress shirts. All apparel divisions had significant sales increases over the prior year, with Izod, in particular, experiencing very strong sales growth, and the Dress Shirt division benefiting from sales of John Henry and Manhattan brand dress shirts, which the Company began marketing in last year's second quarter.
Gross profit on apparel sales was 33.2% in the first half of 2000 compared with 33.5% last year. This decrease was due principally to a change in product mix as the impact of John Henry and Manhattan brand dress shirts was to reduce gross margins in the current year's first quarter. The current year's second quarter was relatively flat with the prior year.
Selling, general and administrative expenses as a percentage of apparel sales in the first half were 29.5% in 2000 compared with 30.3% in 1999. The improvement resulted principally from the additional leveraging of expenses on increased sales.
FOOTWEAR AND RELATED PRODUCTS SEGMENT
Net sales of the Company's footwear and related products segment in the first half were $186.0 million in 2000 compared with $191.8 million last year. This decrease was due to the second quarter decrease explained above, as first quarter sales of this segment were relatively flat compared with the prior year.
Gross profit on footwear and related products sales was 38.8% in the first half of 2000 compared with 38.1% last year. This expected increase was due principally to the closing of manufacturing operations in 1999 which has continued to lower product costs and improve gross margins.
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Selling, general and administrative expenses as a percentage of footwear and related products sales in the first half were 34.1% in 2000 and 33.6% in 1999. This increase resulted principally from the sales decrease, as actual expenses decreased from the prior year.
INTEREST EXPENSE
Interest expense in the first half was $10.4 million in 2000 compared with $12.2 million last year. This decrease was due principally from the cash generated in 1999 associated with the liquidation of the Gant and Izod Club businesses.
CORPORATE EXPENSES
Corporate expenses in the first half were $8.1 million in 2000 compared with $11.2 million in 1999. This decrease relates principally to the absence of Year 2000 computer conversion costs.
SEASONALITY
The Company's business is seasonal, with higher sales and income during its third and fourth quarters, which coincide with the Company's two peak retail selling seasons: the first running from the start of the back to school and Fall selling seasons beginning in August and continuing through September; the second being the Christmas selling season beginning with the weekend following Thanksgiving and continuing through the week after Christmas.
Also contributing to the strength of the third quarter is the high volume of Fall shipments to wholesale customers which are generally more profitable than Spring shipments. The slower Spring selling season at wholesale combines with retail seasonality to make the first quarter particularly weak.
LIQUIDITY AND CAPITAL RESOURCES
The seasonal nature of the Company's business typically requires the use of cash to fund a build-up in the Company's inventory in the first half of each fiscal year. During the third and fourth quarters, the Company's higher level of sales tends to reduce its inventory and generate cash from operations.
Net cash used by operations in the second half was $31.7 million in 2000 and $21.6 million in the prior year. This increase was due principally to the use of working capital, principally inventories, associated with the apparel segment's planned sales increases in the second half of the year.
The Company has a $325 million credit agreement which includes a revolving credit facility under which the Company may, at its option, borrow and repay amounts within certain limits. The agreement also includes a letter of credit facility with a sub-limit of $250 million, provided, however, that the aggregate maximum amount outstanding under both the revolving credit facility and the letter of credit facility is $325 million. The Company believes that its borrowing capacity under these facilities is adequate for its peak seasonal needs for the foreseeable future.
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* * *
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Forward-looking statements in this Form 10-Q report including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations and intentions, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the levels of sales of the Company's apparel and footwear products, both to its wholesale customers and in its retail stores, and the extent of discounts and promotional pricing in which the Company is required to engage, all of which can be affected by weather conditions, changes in the economy, fashion trends and other factors; (iii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory; and (iv) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.
* * *
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Part II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
The annual stockholders' meeting was held on June 13, 2000. There were present in person or by proxy, holders of 25,575,147 shares of Common Stock, or 93.7% of all votes eligible for the meeting.
The following directors were elected to serve for a term of one year:
For | Vote Withheld | |||
Edward H. Cohen | 22,979,693 | 2,595,454 | ||
Joseph B. Fuller | 23,096,143 | 2,479,004 | ||
Joel H. Goldberg | 22,979,874 | 2,595,273 | ||
Marc Grosman | 23,115,153 | 2,459,994 | ||
Dennis F. Hightower | 23,040,093 | 2,535,054 | ||
Bruce J. Klatsky | 22,992,128 | 2,583,019 | ||
Maria Elena Lagomasino | 23,109,653 | 2,465,494 | ||
Harry N.S. Lee | 22,092,131 | 3,483,016 | ||
Bruce Maggin | 23,115,214 | 2,459,933 | ||
Peter J. Solomon | 22,887,132 | 2,688,015 | ||
Mark Weber | 22,994,778 | 2,580,369 | ||
The stockholders approved the Company's 2000 Stock Option Plan. The votes were 12,537,975 For, 10,353,551 Against, 80,117 Abstentions and 2,603,504 broker non-votes.
The stockholders approved the Company's Performance Incentive Bonus Plan. The votes were 23,407,651 For, 2,042,382 Against and 125,114 Abstentions.
The stockholders approved the Company's Long-Term Incentive Plan. The votes were 23,460,072 For, 2,033,829 Against and 81,246 Abstentions.
The proposal for Ernst & Young LLP to serve as the Company's independent auditors until the next stockholders' meeting was ratified. The votes were 25,431,036 For, 76,746 Against and 67,365 Abstentions.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) | The following exhibits are included herein: | |
3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 1977). | |
3.2 | Amendment to Certificate of Incorporation, filed June 27, 1984 (incorporated by reference to Exhibit 3B to the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 1985). | |
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3.3 | Certificate of Designation of Series A Cumulative Participating Preferred Stock, filed June 10, 1986 (incorporated by reference to Exhibit A of the document filed as Exhibit 3 to the Company's Quarterly Report as filed on Form 10-Q for the period ended May 4, 1986). | |
3.4 | Amendment to Certificate of Incorporation, filed June 2, 1987 (incorporated by reference to Exhibit 3(c) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1988). | |
3.5 | Amendment to Certificate of Incorporation, filed June 1, 1993 (incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1994). | |
3.6 | Amendment to Certificate of Incorporation, filed June 20, 1996 (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 10-Q for the period ended July 28, 1996). | |
3.7 | By-Laws of Phillips-Van Heusen Corporation, as amended through June 18, 1996 (incorporated by reference to Exhibit 3.2 to the Company's Report on Form 10-Q for the period ended July 28, 1996). | |
4.1 | Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1981). | |
4.2 | Preferred Stock Purchase Rights Agreement (the "Rights Agreement"), dated June 10, 1986 between PVH and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit 3 to the Company's Quarterly Report as filed on Form 10-Q for the period ended May 4, 1986). | |
4.3 | Amendment to the Rights Agreement, dated March 31, 1987 between PVH and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit 4(c) to the Company's Annual Report on Form 10-K for the year ended February 2, 1987). | |
| 4.4 | Supplemental Rights Agreement and Second Amendment to the Rights Agreement, dated as of July 30, 1987, between PVH and The Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4) to the Company's Schedule 13E-4, Issuer Tender Offer Statement, dated July 31, 1987). |
4.5 | Third Amendment to Rights Agreement, dated June 30, 1992, from Phillips-Van Heusen Corporation to The Chase Manhattan Bank, N.A. and The Bank of New York (incorporated by reference to Exhibit 4.5 to the Company's report on Form 10-Q for the period ended April 30, 2000). | |
4.6 | Notice of extension of the Rights Agreement, dated June 5, 1996, from Phillips-Van Heusen Corporation to The Bank of New York (incorporated by reference to Exhibit 4.13 to the Company's report on Form 10-Q for the period ended April 28, 1996). | |
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4.7 | Fourth Amendment to Rights Agreement, dated April 25, 2000, from Phillips-Van Heusen Corporation to The Bank of New York (incorporated by reference to Exhibit 4.7 to the Company's report on Form 10-Q for the period ended April 30, 2000). | |
4.8 | Credit Agreement, dated as of April 22, 1998, among PVH, the lenders party thereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent (incorporated by reference to Exhibit 4.6 to the Company's report on Form 10-Q for the period ended May 3, 1998). | |
4.9 | Amendment No. 1, dated as of November 17, 1998, to the Credit Agreement, dated as of April 22, 1998, among PVH, the group of lenders party thereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent (incorporated by reference to Exhibit 4.7 to the Company's report on Form 10-K for the year ended January 31, 1999). | |
4.10 | Consent, Waiver and Amendment No. 2, dated as of February 23, 1999, to the Credit Agreement, dated as of April 22, 1998, among PVH, the group of lenders party thereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent (incorporated by reference to Exhibit 4.8 to the Company's report on Form 10-K for the year ended January 31, 1999). | |
4.11 | Indenture, dated as of April 22, 1998, with PVH as issuer and Union Bank of California, N.A., as Trustee (incorporated by reference to Exhibit 4.7 to the Company's report on Form 10-Q for the period ended May 3, 1998). | |
4.12 | Indenture, dated as of November 1, 1993, between PVH and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 (Reg. No. 33-50751) filed on October 26, 1993). | |
4.13 | Amendment No. 3, dated as of August 23, 2000, to the Credit Agreement, dated as of April 22, 1998, among PVH, the group of lenders party thereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Citicorp USA, Inc., as Documentation Agent. | |
10.15 | Phillips-Van Heusen Corporation 2000 Stock Option Plan, effective as of April 27, 2000 (incorporated by reference to Exhibit 4(o) to the Company's Registration Statement on Form S-8 filed on July 10, 2000). | |
10.16 | Phillips-Van Heusen Corporation Performance Incentive Bonus Plan, effective as of March 2, 2000. | |
10.17 | Phillips-Van Heusen Corporation Long-Term Incentive Plan, effective as of January 31, 2000. | |
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15. | Acknowledgement of Independent Accountants | |
27. | Financial Data Schedule | |
(b) | Reports on Form 8-K filed during the quarter ended July 30, 2000. | |
No reports were filed on Form 8-K during the quarter covered by this report. | ||
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SIGNATURES
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.
PHILLIPS-VAN HEUSEN CORPORATION | |
Registrant |
September 4, 2000
/s/ Vincent A. Russo | |
Vincent A. Russo | |
Vice President and Controller |
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