FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS FOURTH AMENDMENT, dated as of April 25, 2000, by and
between PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation
(the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation (the "Rights Agent"), amends the Rights Agreement
(the "Rights Agreement"), dated as of June 10, 1986, as amended
March 31, 1987, July 30, 1987 and June 30 1992, between the
Company and the Rights Agent (as successor thereunder to The
Chase Manhattan Bank, N.A.).
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Board of Directors of the Company has
authorized, subject to certain restrictions, the purchase by one
of its stockholders of additional shares that would otherwise
result in the stockholder becoming an "Acquiring Person" under
the Rights Agreement; and
WHEREAS, it is desirous for the Rights Agreement be
amended to evidence such approval, as well as to evidence the
sale by the Phillips Family of their stockholdings and the
purchase by the Company of shares of Common Stock in a tender
offer made by the Company in 1986.
NOW, THEREFORE, for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto
in the Rights Agreement.
2. Amendment of Definitions. Section 1 of the Rights Agreement
is hereby amended as follows:
(a) The definition of "Acquiring Person" set forth in Section
1(a) is deleted in its entirety and the following substituted in
lieu thereof :
(a) "Acquiring Person" shall mean any Person
who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial
Owner of securities of the Company constituting a
Substantial Block, but shall not include (i) any
employee benefit plan of the Company, (ii) any
members of the Lee Family, but only for so long as
the aggregate number of shares of Common Stock of
which the Lee Family is deemed to be the
Beneficial Owner is less than or equal to 30% of
the number of shares of Common Stock then
outstanding or (iii) any Person who acquires a
Substantial Block in connection with a transaction
or series of transactions approved prior to such
transaction or transactions by the Board of
Directors.
(b) The definition of "Distribution Date" set forth in Section
1(g) is deleted in its entirety and the following substituted in
lieu thereof:
(g) "Distribution Date" shall mean the
earlier to occur of (i) the tenth day after the
Stock Acquisition Date or (ii) the tenth day after
the first public announcement of the commencement
of, or the intent of any Person (other than the
Company) to commence, a tender or exchange offer,
if upon consummation thereof, such Person would be
the beneficial owner of 30% or more of the
outstanding shares of Common Stock (including any
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such date that is after the date of this Agreement
and prior to the issuance of the Rights).
(c) The definition of "Phillips Family" in Section 1(k) is
deleted in its entirety and the definition of "Person" set forth
in Section 1(j) is re-designated as Section 1(k).
(d) A definition of "Lee Family" is hereby inserted as a new
Section 1(j), as follows:
(j) "Lee Family" shall mean (i) C.C. Lee,
Richard Lee, Harry N.S. Lee and George Lee (ii)
their respective spouses and descendants and the
spouses of such descendants, (iii) any trust, the
entire beneficial interest of which is, during the
term of such trust, held by and for the benefit of
one or more of the foregoing individuals; and
(iv) any corporation or limited liability company,
at least 85% of the beneficial ownership interest
of which is, and at all times continues to be,
held by and for the benefit of one or more of the
foregoing individuals.
(e) The definition of "Substantial Block" set forth in Section
1(m) is deleted in its entirety and the following substituted in
lieu thereof:
(m) "Substantial Block" shall mean a number
of shares of Common Stock that equals or exceeds
20% of the number of shares of Common Stock then
outstanding; provided, however, that in
determining the number of shares of Common Stock
outstanding at any time for such purpose, there
shall be included all shares of Common Stock which
have been purchased or otherwise acquired by the
Company subsequent to March 2, 2000, whether such
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shares are being held as treasury shares by the
Company at such time or have been theretofore
retired. In determining the percentage of the
outstanding shares of Common Stock with respect to
which a Person is the Beneficial Owner, all shares
to which such Person is the Beneficial Owner shall
be deemed outstanding.
3. Miscellaneous.
(a) This Amendment shall be effective as of the date
hereof.
(b) This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all
of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed as of the date first set forth
above.
PHILLIPS-VAN HEUSEN CORPORATION
By: /s/ Mark D. Fischer
Name: Mark D. Fischer
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Diana M. Ajjan
Name: Diana M. Ajjan
Title: Vice President
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