SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 17, 1995
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-724 13-1166910
(Commission File Number) (IRS Employer Identification Number)
1290 Avenue of the Americas, New York, New York 10104
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 541-5200
Page 1 of 96 pages
Exhibit Index appears on page 5
ITEM 2. Acquisition or Disposition of Assets
On February 17, 1995, Phillips-Van Heusen Corporation (the
"Registrant"), a Delaware corporation, completed its previously
reported acquisition of substantially all of the remaining assets
of Crystal Brands, Inc. and five of its wholly owned direct and
indirect subsidiaries, Crystal Apparel, Inc., Gant Corporation,
Crystal Sales, Inc., Eagle Shirtmakers, Inc. and Crystal Brands
(Hong Kong) Limited (collectively "Crystal Brands"). The assets
acquired constituted the men's and women's apparel design,
production, marketing, sale (including retail sale) and
distribution business (the "Business") operated by Crystal Brands
and included the acquisition of the "Izod," "Gant" and "Salty
Dog" brand trademarks owned by Crystal Brands. The purchase
price for the assets acquired was $114.7 million, which was paid
in cash but is subject to certain adjustments. Pursuant to the
Asset Sale Agreement between the parties, the Registrant also
assumed certain liabilities of Crystal Brands. The majority of
the purchase price was paid from the Registrant's available cash
and the remaining portion was funded through a loan under the
Registrant's existing credit facility provided by Bankers Trust
Company (which also acts as agent for the other banks in the
facility), The Bank of New York, The Chase Manhattan Bank, N.A.,
Chemical Bank, CIBC, Inc., Citibank, N.A., The First National
Bank of Boston, and Union Bank.
The terms of the Asset Sale Agreement were negotiated by the
Registrant and Crystal Brands on an arm's length basis. The
purchase price paid for the assets acquired from Crystal Brands
was based upon the projected tangible net worth of the assets
acquired on or about the closing date and will be adjusted to
reflect the actual tangible net worth thereof as of February 17,
1995.
Crystal Brands has operated under Chapter 11 of the Federal
Bankruptcy Code since January 1994, and the acquisition by the
Registrant received approval from a Federal Bankruptcy Court on
February 17, 1995.
ITEM 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Pursuant to Rule 3.05(b) promulgated under Regulation S-X,
the Registrant is required to file audited financial statements
for the Business for the fiscal year ended December 31, 1994.
Audited financial statements of the Business for the fiscal year
ended December 31, 1994, have not yet been prepared due both to
the recent end of such period and the fact that the Business was
not a separate reporting unit of Crystal Brands. Therefore, the
required financial statements are currently not available and
will be filed with the Commission as soon hereafter as is
practicable, but in no event later than May 3, 1995.
(b) Pro forma financial information.
Pursuant to Article 11 of Regulation S-X, the Registrant is
required to file a pro forma condensed balance sheet, a pro forma
condensed statement of income, and accompanying explanatory notes
based on the financial statement providing investors with
information about the continuing impact of the acquisition of the
Business by showing how it might have affected the historical
financial statements of the Registrant for the fiscal year ended
January 29, 1995 had the transaction been consummated at January
31, 1994. Pro forma financial statements for the Registrant,
including the Business, for the fiscal year ended January 29,
1995 have not yet been prepared due both to the recent end of
such period and the fact that the acquisition was only recently
consummated. Therefore, the required pro forma financial
statements are currently not available and will be filed with the
Commission as soon hereafter as is practicable, but in no event
later than May 3, 1995.
(c) Exhibits:
1. Asset Sale Agreement, dated January 24, 1995, among
Crystal Brands, Inc., Crystal Apparel, Inc., Gant
Corporation, Crystal Sales, Inc., Eagle Shirtmakers,
Inc., Crystal Brands (Hong Kong) Limited and Phillips-
Van Heusen Corporation
*2. Financial Data Schedule
3. Phillips-Van Heusen Corporation Press Release, dated
February 17, 1995
________________________
* To be filed by amendment
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 hereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
By Pamela N. Hootkin
Name: Pamela N. Hootkin
Title: Vice President
Date: March 6, 1995
EXHIBIT INDEX
Exhibit Description Page
1 Asset Sale Agreement, dated January 24,
1995, among Crystal Brands, Inc., Crystal
Apparel, Inc., Gant Corporation, Crystal
Sales, Inc., Eagle Shirtmakers, Inc.,
Crystal Brands (Hong Kong) Limited and
Phillips-Van Heusen Corporation
* 2 Financial Data Schedule
3 Phillips-Van Heusen Corporation Press
Release, dated February 17, 1995
________________________
* To be filed by amendment