THIRD AMENDMENT
TO RIGHTS AGREEMENT
This Amendment, dated as of June 30, 1992, is among
Phillips-Van Heusen Corporation, a Delaware corporation (the
"Company"), The Chase Manhattan Bank, N.A., a national banking
association (the "Resigning Rights Agent") and The Bank of New
York, a New York banking corporation (the "Successor Rights
Agent"), and amends the Rights Agreement, dated as of June 10,
1986, as amended on March 31, 1987 and as further amended on July
30, 1987 (the "Rights Agreement"), between the Company and the
Resigning Rights Agent.
RECITALS
A. The Company and the Resigning Rights Agent are
currently parties to the Rights Agreement, under which the
Resigning Rights Agent serves as Rights Agent.
B. The Resigning Rights Agent intends to resign as
Rights Agent; the Company intends to appoint the Successor Rights
Agent to succeed the Resigning Rights Agent as Rights Agent; the
Successor Rights Agent wishes to accept appointment as successor
Rights Agent; and the parties hereto wish to make certain changes
to the Rights Agreement to facilitate this succession.
NOW, THEREFORE, the Company, the Resigning Rights Agent
and the Successor Rights Agent agree as follows:
1. Resigning Rights Agent
Pursuant to Section 22 of the Rights Agreement, the
Resigning Rights Agent hereby notifies the Company that it is
resigning as Rights Agent under the Rights Agreement, its
resignation to be effective as of midnight, New York time, June
30, 1992. The Company hereby accepts the resignation of the
Resigning Rights Agent as Rights Agent and waives, with respect
to the Company only, the requirement that 30 days' notice in
writing of such resignation be provided by the Resigning Rights
Agent.
2. Appointment of Successor Rights Agent
The Company hereby appoints the Successor Rights Agent
as successor Rights Agent under the Rights Agreement, effective
as of 12:01 a.m., New York time, July 1, 1992, and the Successor
Rights Agent hereby accepts such appointment, subject to all the
terms and conditions of the Rights Agreement as amended hereby.
3. Amendments to Rights Agreement
The parties hereto agree that the Rights Agreement
shall be amended as provided below, effective as of the date of
this Amendment except as may otherwise be provided below:
(a) From and after the time that the appointment of
the Successor Rights Agent as successor Rights Agent is
effective, all references in the Rights Agreement (including all
exhibits thereto) to the Resigning Rights Agent as Rights Agent
shall be deemed to refer to the Successor Rights Agent as
successor Rights Agent. From and after the effective date of
this Amendment, all references in the Rights Agreement to the
Rights Agreement shall be deemed to refer to the Rights Agreement
as amended by this Agreement.
(b) Section 3(d) of the Rights Agreement is amended as
of the time of appointment of the Successor Rights Agent as
successor Rights Agent by adding the following immediately after
the legend appearing therein:
On July 1, 1992, The Bank of New York
succeeded The Chase Manhattan Bank, N.A. as
Rights Agent.
The following legend may, in the alternative, be affixed:
This certificate also evidences and entitles
the holder hereof to certain rights as set
forth in a Rights Agreement between Phillips-
Van Heusen Corporation and The Bank of New
York (as successor Rights Agent), dated as of
June 10, 1986 (the "Rights Agreement"), as
the same shall be amended from time to time,
the terms of which are hereby incorporated
herein by reference and a copy of which is on
file at the principal executive offices of
Phillips-Van Heusen Corporation. Under
certain circumstances, as set forth in the
Rights Agreement, such Rights will be
evidenced by separate certificates and will
no longer be evidenced by this certificate.
Phillips-Van Heusen Corporation will mail to
the holder of this certificate a copy of the
Rights Agreement without charge after receipt
of a written request therefor. Under certain
circumstances, Rights beneficially owned by
an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined
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in the Rights Agreement) and any subsequent
holder of such rights may become null and
void.
(c) Section 8 of the Rights Agreement is amended by
deleting the last sentence thereof and substituting therefor the
following sentence: "The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or, at the written
request of the Company, may (but shall not be required to)
destroy such cancelled Rights Certificates.
(d) Section 19 of the Rights Agreement is amended by
adding the following sentence at the end of the first paragraph
thereof: "The Company's reimbursement and indemnification
obligations described in this paragraph shall survive the
termination of this Agreement."
(e) Section 21 of the Rights Agreement is amended by
adding the following paragraph after paragraph (i) thereof:
(j) No provision of this Agreement shall require
the Rights Agent to expend or risk its own funds or
otherwise incur any financial liability in the
performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable
grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability
is not reasonably assured to it.
(f) Section 22 of the Rights Agreement is amended by
inserting the words "the Rights Agent or" before the words "the
registered holder of any Rights Certificate" in the last clause
of the fourth sentence of that section.
(g) Section 26 of the Rights Agreement is amended by
deleting the name and address of the Resigning Rights Agent and
substituting therefor the following:
The Bank of New York
101 Barclay Street
22nd Floor
New York, NY 10286
Attention: Equity Tender and Exchange Department
(h) Section 30 of the Rights Agreement is amended by
adding the following words at the end thereof: "provided,
however, that the rights and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of
the State of New York".
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4. Miscellaneous
(a) Except as otherwise expressly provided, or unless
the context otherwise requires, all terms used herein have the
meanings assigned to them in the Rights Agreement.
(b) Each party hereto waives any requirement under the
Rights Agreement that any additional notice be provided to it
pertaining to the matters covered by this Amendment.
(c) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which counterparts shall together constitute but one and the
same document.
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed, all as of the day and year first
written above.
PHILLIPS-VAN HEUSEN CORPORATION
By /s/ Pamela N. Hootkin
Its Vice President
THE BANK OF NEW YORK,
as Rights Agent
By /s/ John L. Shieroer
Its Vice President
THE CHASE MANHATTAN BANK, N.A.
By /s/ John E. Strain
Its Vice President
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