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 28, 1996
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.)
1290 Avenue of the Americas New York, New York 10104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 541-5200
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 29, 1996: 26,998,936
shares.
PHILLIPS-VAN HEUSEN CORPORATION
INDEX
PART I -- FINANCIAL INFORMATION
Independent Accountants Review Report................................. 1
Condensed Consolidated Balance Sheets as of July 28, 1996 and
January 28, 1996...................................................... 2
Condensed Consolidated Statements of Operations for the thirteen
weeks and twenty-six weeks ended July 28, 1996 and July 30, 1995...... 3
Condensed Consolidated Statements of Cash Flows for the
twenty-six weeks ended July 28, 1996 and July 30, 1995................ 4
Notes to Condensed Consolidated Financial Statements.................. 5-7
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............................. 12-16
Signatures............................................................ 17
Exhibit--Acknowledgment of Independent Accountants.................... 18
Exhibit--Financial Data Schedule...................................... 19
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 28, 1996, and the related condensed
consolidated statements of operations for the thirteen and twenty-six week
periods ended July 28, 1996 and July 30, 1995, and the related condensed
consolidated statements of cash flows for the twenty-six week periods ended
July 28, 1996 and July 30, 1995. 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 generally accepted auditing standards, 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 generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Phillips-Van Heusen Corporation
as of January 28, 1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in our report dated March 12, 1996, 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 28, 1996, 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 13, 1996
-1-
Phillips-Van Heusen Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
UNAUDITED AUDITED
July 28, January 28,
1996 1996
ASSETS
Current Assets:
Cash, including cash equivalents of $6,443 and $8,474 $ 14,139 $ 17,533
Trade receivables, less allowances of $5,050 and $5,514 83,439 109,866
Income tax refund receivable - 16,987
Inventories 325,673 276,773
Other, including deferred taxes of $9,801 24,567 23,505
Total Current Assets 447,818 444,664
Property, Plant and Equipment 138,281 143,398
Goodwill 118,318 119,914
Other Assets, including deferred taxes of $22,113 38,701 41,079
$743,118 $749,055
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 80,000 $ 61,590
Accounts payable 37,266 38,796
Accrued expenses 65,140 72,603
Current portion of long-term debt 10,137 10,137
Total Current Liabilities 192,543 183,126
Long-Term Debt, less current portion 229,552 229,548
Other Liabilities 53,103 61,089
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 26,995,486
and 26,979,352 26,995 26,979
Additional Capital 116,056 115,977
Retained Earnings 124,869 132,336
Total Stockholders' Equity 267,920 275,292
$743,118 $749,055
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 28, July 30, July 28, July 30,
1996 1995 1996 1995
Net sales $313,807 $349,493 $587,467 $632,480
Cost of goods sold 208,482 229,896 389,045 415,479
Gross profit 105,325 119,597 198,422 217,001
Selling, general and administrative expenses 96,363 107,704 192,721 205,460
Income before interest and taxes 8,962 11,893 5,701 11,541
Interest expense, net 5,918 5,939 12,071 10,722
Income (loss) before taxes 3,044 5,954 (6,370) 819
Income tax expense (benefit) 918 2,060 (1,942) 285
Net income (loss) $ 2,126 $ 3,894 $ (4,428) $ 534
Net income (loss) per share $ 0.08 $ 0.15 $ (0.16) $ 0.02
Cash dividends per share $ 0.0375 $ 0.0375 $ 0.075 $ 0.075
See accompanying notes.
-3-
Phillips-Van Heusen Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited
(In thousands)
Twenty-Six Weeks Ended
July 28, July 30,
1996 1995
OPERATING ACTIVITIES:
Net Income (loss) $ (4,428) $ 534
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Depreciation and amortization 15,097 16,222
Amortization of contributions from landlords (3,212) (3,693)
Deferred income taxes - (910)
Other-net - 304
Changes in operating assets and liabilities:
Receivables 27,369 6,984
Income tax refund 16,987
Inventories (48,900) (91,322)
Accounts payable and accrued expenses (8,970) (43,551)
Other-net (2,629) (492)
Net Cash Used By Operating Activities (8,686) (115,924)
INVESTING ACTIVITIES:
Acquisition of the Apparel Group of Crystal
Brands, Inc. - (114,503)
Property, plant and equipment acquired (10,565) (19,512)
Contributions from landlords 974 4,393
Other-net (587) (78)
Net Cash Used By Investing Activities (10,178) (129,700)
FINANCING ACTIVITIES:
Proceeds from revolving line of credit
and long-term borrowings 47,414 185,300
Payments on revolving line of credit
and long-term borrowings (29,000) (2,205)
Exercise of stock options 95 702
Cash dividends (3,039) (3,000)
Net Cash Provided By Financing Activities 15,470 180,797
Decrease In Cash (3,394) (64,827)
Cash at beginning of period 17,533 80,473
Cash at end of period $ 14,139 $ 15,646
See accompanying notes.
-4-
PHILLIPS-VAN HEUSEN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT 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 annual financial
statements, including the footnotes thereto, included in the Company's Annual
Report to Stockholders for the year ended January 28, 1996.
The preparation of the 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 thirteen and twenty-six weeks ended July 28,
1996 and July 30, 1995 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 thirteen and twenty-six weeks ended July 30, 1995
to present that information on a basis consistent with the thirteen and
twenty-six weeks ended July 28, 1996.
INVENTORIES
Inventories are summarized as follows:
July 28, January 28,
1996 1996
Raw materials $ 19,111 $ 14,194
Work in process 15,555 13,145
Finished goods 291,007 249,434
Total $325,673 $276,773
Inventories are stated at the lower of cost or market. Cost for the apparel
business is determined principally using the last-in, first-out method (LIFO),
except for certain sportswear inventories which are determined using the
first-in, first-out method (FIFO). Cost for the footwear business is
determined using FIFO. Inventories would have been $13,564 and $12,923 higher
than reported at July 28, 1996 and January 28, 1996, respectively, if the FIFO
method of inventory accounting had been used for the entire apparel business.
-5-
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.
SEGMENT DATA
The Company operates in two industry segments: (i) apparel - the manufacture,
procurement for sale and marketing of a broad range of men's and women's
apparel to wholesale customers as well as through Company-owned retail stores,
and (ii) footwear - the manufacture, procurement for sale and marketing of a
broad range of men's, women's and children's shoes to wholesale customers as
well as through Company-owned retail stores.
Operating income represents net sales less operating expenses. Excluded from
operating results of the segments are interest expense, net, corporate
expenses and income taxes.
Thirteen Weeks Ended Twenty-Six Weeks Ended
July 28, July 30, July 28, July 30,
1996 1995 1996 1995
Net sales-apparel $223,227 $255,944 $423,425 $460,935
Net sales-footwear 90,580 93,549 164,042 171,545
Total net sales $313,807 $349,493 $587,467 $632,480
Operating income-apparel $ 3,491 $ 6,336 $ 1,185 $ 5,003
Operating income-footwear 8,115 8,435 10,330 11,792
Total operating income 11,606 14,771 11,515 16,795
Corporate expenses (2,644) (2,878) (5,814) (5,254)
Interest expense, net (5,918) (5,939) (12,071) (10,722)
Income (loss) before taxes $ 3,044 $ 5,954 $ (6,370) $ 819
ACQUISITION
On February 17, 1995, the Company completed the acquisition of the Apparel
Group of Crystal Brands, Inc. (Gant and Izod) for $114,503 in cash, net of
cash acquired, and subject to certain adjustments. This acquisition was
accounted for as a purchase. The acquired operations are included in the
Company's consolidated financial statements since February 17, 1995.
-6-
OTHER
The Company is a party to certain litigation which, in management's judgement
based in part on the opinion of legal counsel, will not have a material
adverse effect on the Company's financial position.
-7-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
RESULTS OF OPERATIONS
Thirteen Weeks Ended July 28, 1996 Compared to Thirteen Weeks Ended
July 30, 1995
APPAREL
Net sales of the Company's apparel segment in the second quarter were $223.2
million in 1996 and $255.9 million last year, a decrease of 12.8%. The
decrease in sales was due principally to the previously announced closing of
factory outlet retail stores and a planned reduction in lower margin private
label business, as well as the prior year's high level of clearance activity
related to the closing of the Company's private label outlet stores. These
strategic initiatives more than offset sales gains made this year in the
Company's branded product lines.
Gross profit on apparel sales was 31.4% in the second quarter of 1996 compared
to 32.7% in last year's second quarter. Selling, general and administrative
expenses as a percentage of apparel sales in the second quarter was 29.9% in
1996 and 30.3% in 1995.
FOOTWEAR
Net sales of the Company's footwear segment were $90.6 million in the second
quarter of 1996 and $93.5 million last year, a decrease of 3.1%. The decrease
was due principally to the previously announced closing of factory outlet
retail stores.
Gross profit on footwear sales was 38.5% in the second quarter of 1996
compared to 38.3% in last year's second quarter. Selling, general and
administrative expenses as a percentage of footwear sales in the second
quarter was 29.5% in 1996 and 29.3% in 1995.
INTEREST EXPENSE
Net interest expense was $5.9 million in the second quarter of 1996 and 1995.
INCOME TAXES
Income tax was estimated at a rate of 30.2% for the second quarter of 1996
compared to 34.6% in last year's second quarter. The decrease in the 1996
rate is due principally to a lower proportion of U.S. income taxed at normal
rates versus tax exempted income from operations in Puerto Rico.
CORPORATE EXPENSES
Corporate expenses were $2.6 million in the second quarter of 1996 compared to
$2.9 million in 1995.
-8-
Twenty-Six Weeks Ended July 28, 1996 Compared to Twenty-Six Weeks Ended
July 30, 1995
APPAREL
Net sales of the Company's apparel segment were $423.4 million during the
first six months of 1996, a decrease of 8.1% from the prior year's $460.9
million. The decrease in sales was due principally to the previously
announced closing of factory outlet retail stores and a planned reduction in
lower margin private label business, as well as the prior year's high level of
clearance activity related to the closing of the Company's private label
outlet stores. These strategic initiatives more than offset sales gains made
this year in the Company's branded product lines.
Gross profit on apparel sales was 32.4% in the first half of 1996 compared to
32.7% in last year's first half. Selling, general and administrative expenses
as a percentage of apparel sales in the first half was 32.1% in 1996 and 31.6%
in 1995.
FOOTWEAR
Net sales of the Company's footwear segment were $164.0 million during the
first six months of 1996, a decrease of 4.4% from the prior year's $171.5
million. The decrease was due principally to the previously announced closing
of factory outlet retail stores.
Gross profit on footwear sales was 37.3% in the first half of 1996 compared to
38.7% in last year's first half. Selling, general and administrative expenses
as a percentage of footwear sales in the first half was 31.0% in 1996 and
31.8% in 1995.
INTEREST EXPENSE
Net interest expense was $12.1 million in the first half of 1996 compared with
$10.7 million last year. The increase is directly related to the timing of
the Gant and Izod acquisition and the funding of the cash portion of the
Company's prior year $27 million restructuring initiatives.
INCOME TAXES
Income tax was estimated at a rate of 30.5% for the first half and year of
1996 compared with last year's rate of 34.8% for the first half and year. The
decrease in the 1996 rate is due principally to a lower proportion of U.S.
income taxed at normal rates versus tax exempted income from operations in
Puerto Rico.
CORPORATE EXPENSES
Corporate expenses were $5.8 million in the first half of 1996 compared to
$5.3 million in 1995. The increase is due solely to timing as expenses are
expected to be substantially flat for the year.
-9-
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 combined with
retail seasonality makes the first fiscal 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.
Cash used by operations in the first half totalled $8.7 million in 1996 and
$115.9 million last year. The decrease is principally related to the
reduction in working capital requirements due to the downsizing of the
Company's retail business.
Capital spending was $10.6 million in the first half of 1996 as compared with
$19.5 million last year. The decrease is in line with the Company's planned
capital spending reduction.
The Company has a credit agreement which includes a revolving credit facility
under which the Company may, at its option, borrow and repay amounts within
certain limits. The credit agreement also includes a letter of credit
facility. The total amount available to the Company under each of the
revolving credit and the letter of credit facility is $250 million provided,
however, that the aggregate maximum amount outstanding at any time under both
facilities is $400 million. The Company believes that its borrowing capacity
under this facility is adequate for its 1996 peak seasonal needs. At the end
of the current and prior year's second quarter, the Company estimated that $70
million of the outstanding borrowings under this facility were non-current.
The Company's long-term debt (net of invested cash) as a percentage of total
capital is 45.4% at the end of the current quarter compared with 45.7% at the
end of last year's second quarter.
-10-
* * *
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* *
* Safe Harbor Statement Under the Private Securities Litigation Reform Act *
* of 1995: Except for the historical information contained herein, the *
* matters discussed in this Form 10-Q report may be deemed to consist of *
* forward-looking statements that may involve risks to and uncertainties in *
* the Company's business. Such risks and uncertainties primarily relate to *
* the levels of sales of the Company's apparel and footwear products, both *
* to its wholesale customers and in its retail stores, to the extent of *
* discounts and promotional pricing in which the Company is required to *
* engage, and to other risks and uncertainties which may be detailed from *
* time to time in the Company's reports filed 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 18, 1996. There were
present in person or by proxy, holders of 25,028,637 shares of Common Stock or
92.7% of all votes eligible for the meeting.
The amendment to the Company's Certificate of Incorporation to eliminate the
classification of the Board of Directors and the election of the classes of
directors on a staggered basis and to provide for the annual election of all
members of the Board for a term of one year or until their successors are
elected and qualified was adopted with a vote of 21,639,508 For and 384,473
Against.
The following directors were elected to serve for a term of one year:
For Vote Withheld
Edward H. Cohen 24,788,789 239,848
Estelle Ellis 24,784,741 243,896
Joseph B. Fuller 24,794,397 234,240
Bruce J. Klatsky 24,787,845 240,792
Maria Elena Lagomasino 24,833,693 194,944
Harry N.S. Lee 24,795,348 233,289
Bruce Maggin 24,842,846 185,791
Ellis E. Meredith 24,841,046 187,591
Steven L. Osterweis 24,832,987 195,650
William S. Scolnick 24,792,487 236,150
Peter J. Solomon 24,793,423 235,214
Irwin W. Winter 24,790,123 238,514
Ernst & Young LLP were appointed to serve as the Company's independent
auditors until the next stockholders' meeting. The vote was 24,879,542 For
and 113,877 Against.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
3.1 Certificate of Amendment of the Certificate of Incorporation, dated
as of June 20, 1996.
3.2 By-Laws of Phillips-Van Heusen Corporation, as amended through
June 18, 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).
-12-
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 Credit Agreement, dated as of December 16, 1993, among PVH, Bankers
Trust Company, The Chase Manhattan Bank, N.A., Citibank, N.A., The
Bank of New York, Chemical Bank and Philadelphia National Bank, and
Bankers Trust Company, as agent (incorporated by reference to
Exhibit 4.5 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1994).
4.6 First Amendment, dated as of February 13, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).
4.7 Second Amendment, dated as of July 17, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.7 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.8 Third Amendment, dated as of September 27, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.8 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.9 Fourth Amendment, dated as of September 28, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.9 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.10 Fifth Amendment, dated as of April 1, 1996, to the Credit Agreement
dated as of December 16, 1993 (incorporated by reference to Exhibit
4.10 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1996).
4.11 Note Agreement, dated October 1, 1992, among PVH, The Equitable
Life Assurance Society of the United States, Equitable Variable
Life Insurance Company, Unum Life Insurance Company of America,
Nationwide Life Insurance Company, Employers Life Insurance Company
of Wausau and Lutheran Brotherhood (incorporated by reference to
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).
-13-
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 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).
4.14 First Amendment Agreement, dated as of June 24, 1996, to the Note
Agreement, dated as of October 1, 1992.
4.15 Certificate of Amendment of the Certificate of Incorporation, dated
as of June 20, 1996 (included as Exhibit 3.1 to this Report).
4.16 Amendment to the By-Laws of Phillips-Van Heusen Corporation, dated
as of June 18, 1996 (included as Exhibit 3.2 to this Report).
10.1 1987 Stock Option Plan, including all amendments through June 13,
1995 (incorporated by reference to Exhibit 10.1 to the Company's
report on Form 10-Q for the period ended October 29, 1995).
10.2 1973 Employees' Stock Option Plan (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form S-8 (Reg.
No. 2-72959) filed on July 15, 1981).
10.3 Supplement to 1973 Employees' Stock Option Plan (incorporated by
reference to the Company's Prospectus filed pursuant to Rule 424(c)
to the Registration Statement on Form S-8 (Reg. No. 2-72959) filed
on March 31, 1982).
10.4 Phillips-Van Heusen Corporation Special Severance Benefit Plan, as
amended as of April 16, 1996 (incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1996).
10.5 Phillips-Van Heusen Corporation Capital Accumulation Plan
(incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).
10.6 Phillips-Van Heusen Corporation Amendment to Capital Accumulation
Plan (incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the fiscal year ended February 2,
1987).
10.7 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10(1) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1988).
-14-
10.8 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10.8 to the Company's report
on Form 10-Q for the period ending October 29, 1995).
10.9 Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan,
dated January 1, 1991, as amended and restated on June 2, 1992
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993).
10.10 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as
of January 1, 1991 and amended and restated as of July 1, 1995
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 28, 1996).
10.11 Asset Sale Agreement, dated January 24, 1995, Among the Company and
Crystal Brands, Inc., Crystal Apparel, Inc., Gant Corporation,
Crystal Sales, Inc., Eagle Shirtmakers, Inc., and Crystal Brands
(Hong Kong) Limited (incorporated by reference to Exhibit 1 to the
Company's Report on Form 8-K dated March 6, 1995).
10.12 Agreement, dated as of April 28, 1993, between Bruce J. Klatsky,
Lawrence S. Phillips and the Company (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).
10.13 Non-Incentive Stock Option Agreement, dated as of April 28, 1993,
between the Company and Bruce J. Klatsky. Non-Incentive Stock
Option Agreement, dated as of December 3, 1993, between the Company
and Bruce J. Klatsky (reload of April 28, 1993 Non-Incentive Stock
Option Agreement) (incorporated by reference to Exhibit 10.12 to
the Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1995).
10.14 Amendment, dated December 6, 1993, to the Agreement, dated April
28, 1993, between Bruce J. Klatsky, Lawrence S. Phillips and the
Company (incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1995).
10.15 Consulting and non-competition agreement, dated February 14, 1995,
between the Company and Lawrence S. Phillips (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on Form
10-K for the fiscal year ended January 29, 1995).
10.16 Performance Restricted Stock Plan, as amended as of April 16, 1996
(incorporated by reference to Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 28, 1996).
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10.17 Phillips-Van Heusen Corporation (Crystal Brands Division)
Associates Investment Plan, dated as of November 1, 1985, as
amended and restated as of July 1, 1995 (incorporated by reference
to Exhibit 10.17 to the Company's report on Form 10-Q for the
period ended April 28, 1996).
15. Acknowledgement of Independent Accountants.
27. Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter ended July 28, 1996.
Report on Form 8-K, Dated as of April 16, 1996, the Board of Directors
authorized the extension of the Rights Agreement, Dated as of June 10,
1986.
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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 10, 1996 /s/ Emanuel Chirico
Emanuel Chirico, Controller
Vice President and
Chief Accounting Officer
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Exhibit 15
August 13, 1996
Stockholders and Board of Directors
Phillips-Van Heusen Corporation
We are aware of the incorporation by reference in the Registration Statement
(Form S-8, No. 33-59101), Registration Statement (Form S-3, No. 33-50751),
Registration Statement (Form S-8, No. 33-59602), Registration Statement (Form
S-3, No. 33-46770), Registration Statement (Form S-8, No. 33-38698), Post-
Effective amendment No. 1 to the Registration Statement (Form S-8, No. 33-
24057), Post-Effective amendment No. 2 to the Registration Statement (Form S-
8, No. 2-73803), Post-Effective amendment No. 4 to the Registration Statement
(Form S-8, No. 2-72959), Post-Effective amendment No. 6 to the Registration
Statement (Form S-8, No. 2-64564), and Post-Effective amendment No. 13 to the
Registration Statement (Form S-8, No. 2-47910), of Phillips-Van Heusen
Corporation of our report dated August 13, 1996 relating to the unaudited
condensed consolidated interim financial statements of Phillips-Van Heusen
Corporation which are included in its Form 10-Q for the three month period
ended July 28, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a
part of the registration statements or post-effective amendments prepared or
certified by accountants within the meaning of Section 7 or 11 of the
Securities Act of 1933.
ERNST & YOUNG LLP
New York, New York
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