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 31, 1994
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 25, 1994: 26,560,915
shares.<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
INDEX
PART I -- FINANCIAL INFORMATION
Independent Auditors Review Report.................................... 1
Consolidated Balance Sheets as of July 31, 1994 and
January 30, 1994...................................................... 2
Consolidated Statements of Income for the thirteen weeks and
twenty-six weeks ended July 31, 1994 and August 1, 1993............... 3
Consolidated Statements of Cash Flows for the twenty-six weeks
ended July 31, 1994 and August 1, 1993................................ 4
Notes to Consolidated Financial Statements............................ 5-6
Management's Discussion and Analysis of Results of Operations
and Financial Condition............................................... 7-9
PART II -- OTHER INFORMATION
ITEM 4 - Submission of Matters to a Vote of Stockholders.............. 10
ITEM 6 - Exhibits and Reports on Form 8-K............................. 10-12
Exhibit--Computation of Earnings per Share............................ 13
Exhibit--Acknowledgment of Independent Auditors....................... 14
Signatures............................................................ 15
<PAGE>
Independent Auditors 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 31, 1994, and the related condensed
consolidated statements of income and cash flows for the 13 and 26 week
periods ended July 31, 1994 and August 1, 1993. 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 30, 1994, 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 17, 1994, 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, 1994, 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, 1994
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<PAGE>
Phillips-Van Heusen Corporation
Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
UNAUDITED AUDITED
July 31, January 30,
1994 1994
<S> <C> <C>
ASSETS
Current Assets:
Cash, including cash equivalents of $13,885 and $66,064 $ 16,958 $ 68,070
Trade receivables, less allowances of $1,468 and $2,171 69,752 61,986
Other receivables 5,228 3,847
Inventories 294,912 269,871
Other, including deferred taxes of $5,727 17,562 14,928
Total Current Assets 404,412 418,702
Property, Plant and Equipment 117,758 109,506
Intangibles Applicable to Businesses Acquired 17,961 18,189
Other Assets, including deferred taxes of $4,608 8,206 8,374
$548,337 $554,771
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 37,601 $ 42,188
Accrued expenses 61,901 60,696
Accrued income taxes 1,766 6,027
Current portion of long-term debt 245 245
Total Current Liabilities 101,513 109,156
Long-Term Debt, less current portion 169,937 169,934
Other Liabilities 30,177 28,882
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 33,289,477 and 33,190,750 33,289 33,191
Additional Capital 118,956 118,360
Retained Earnings 268,272 269,055
420,517 420,606
Less: 6,728,576 shares of common stock held
in treasury--at cost (173,807) (173,807)
Total Stockholders' Equity 246,710 246,799
$548,337 $554,771
See accompanying notes.
</TABLE>
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<PAGE>
Phillips-Van Heusen Corporation
Consolidated Statements of Income
Unaudited
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Thirteen Weeks Twenty-Six Weeks
Ended Ended
July 31, August 1, July 31, August 1,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $283,771 $264,016 $522,668 $485,940
Cost of goods sold 189,010 167,016 348,745 310,816
Gross profit 94,761 97,000 173,923 175,124
Selling, general and administrative expenses 82,459 81,344 163,830 158,572
Income before interest and taxes 12,302 15,656 10,093 16,552
Interest expense, net 3,362 4,380 6,684 8,498
Income before taxes 8,940 11,276 3,409 8,054
Income taxes 3,205 3,519 1,205 2,505
Net income 5,735 7,757 2,204 5,549
Net income per share $ 0.21 $ 0.29 $ 0.08 $ 0.21
Cash dividends per share $ 0.0375 $ 0.0375 $ 0.075 $ 0.075
See accompanying notes.
</TABLE>
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<PAGE>
Phillips-Van Heusen Corporation
Consolidated Statements of Cash Flows
Unaudited
(In Thousands)
Twenty-Six Weeks Ended
July 31, August 1,
1994 1993
OPERATING ACTIVITIES:
Net Income $ 2,204 $ 5,549
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 11,458 9,174
Other-net (2,028) 43
11,634 14,766
Changes in operating assets and liabilities:
Receivables (9,147) (10,274)
Inventories (25,041) (72,239)
Accounts payable and accrued expenses (8,188) (3,551)
Other-net (2,634) (1,990)
Net Cash Used By Operating Activities (33,376) (73,288)
INVESTING ACTIVITIES:
Plant and equipment acquired (20,736) (20,022)
Contributions from landlords 4,010 3,905
Other-net 1,283 2,985
Net Cash Used By Investing Activities (15,443) (13,132)
FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-
term borrowings 25,000
Payments on revolving line of credit and long-
term borrowings (2)
Exercise of stock options 694 966
Payment of dividends (2,987) (2,931)
Net Cash (Used) Provided By Financing Activities (2,293) 23,033
(DECREASE) IN CASH (51,112) (63,387)
Cash at beginning of period 68,070 77,063
Cash at end of period $16,958 $ 13,676
See accompanying notes.
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<PAGE>
Phillips-Van Heusen Corporation
Notes To Consolidated Financial Statements
(In Thousands)
GENERAL
The accompanying unaudited 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 30, 1994.
The results of operations for the thirteen and twenty-six weeks ended July 31,
1994 and August 1, 1993 are not necessarily indicative of those for a full
fiscal year because of 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 segment information for the
thirteen and twenty-six weeks ended August 1, 1993 to present that information
on a basis consistent with the thirteen and twenty-six weeks ended July 31,
1994.
INVENTORIES
Inventories are summarized as follows:
July 31, January 30,
1994 1994
Raw materials $ 19,905 $ 16,710
Work in process 19,449 13,941
Finished goods 255,558 239,220
Total $294,912 $269,871
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).
Cost for the footwear business is determined using the first-in first-out
method (FIFO). Inventories would have been $13,691 and $11,500 higher than
reported at July 31, 1994 and January 30, 1994, respectively, if the FIFO
method of inventory accounting had been used for the apparel business.
The 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.
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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 traditional wholesale accounts 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
traditional wholesale accounts 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 Twenty-Six Weeks
Ended Ended
July 31, August 1, July 31, August 1,
1994 1993 1994 1993
Net sales-apparel $191,135 $170,499 $350,238 $318,011
Net sales-footwear 92,636 93,517 172,430 167,929
Total net sales $283,771 $264,016 $522,668 $485,940
Operating income-apparel $ 3,923 $ 8,039 $ 2,303 $ 5,795
Operating income-footwear 10,438 10,696 12,355 15,540
Total operating income 14,361 18,735 14,658 21,335
Corporate expenses (2,060) (3,079) (4,566) (4,783)
Interest expense, net (3,361) (4,380) (6,683) (8,498)
Income before taxes $ 8,940 $ 11,276 $ 3,409 $ 8,054
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
RESULTS OF OPERATIONS
Thirteen Weeks Ended July 31, 1994 Compared to Thirteen Weeks Ended
August 1, 1993
APPAREL
Net sales of the Company's apparel segment in the second quarter were $191.1
million in 1994 and $170.5 million last year, an increase of approximately
12.1%. Growth of the Company's retail operations and the expanded offering of
apparel in the Company's Bass stores accounted for this increase.
Operating income of the apparel segment decreased to $3.9 million in the
second quarter of 1994 from $8.0 million in the second quarter of 1993. The
12.1% increase in sales and an ongoing expense reduction program were offset
by significant costs associated with the introduction of the Company's new
"Wrinkle-Free" dress shirts and reduced margins from a generally weak dress
shirt market. The prior year's quarter also included the reversal of certain
fringe benefit accruals. In addition, the second quarter LIFO charge was $1.8
million in 1994 compared to $47,000 last year. This increase was caused, in
large part, by a 35% increase in cotton prices.
FOOTWEAR
Net sales of the Company's footwear segment, conducted through its Bass
division, were $92.6 million in the second quarter of 1994 and $93.5 million
last year, a decrease of approximately 1.0%. Increased sales of sandals were
offset by reduced sales of canvas and "Buc" shoes and the closing of several
unprofitable Bass retail stores.
Operating income of the footwear segment decreased to $10.4 million in the
second quarter of 1994 from $10.7 million in the second quarter of 1993. The
benefits from the Company's expense reduction program were offset by reduced
margins on sales to traditional wholesale customers.
INTEREST EXPENSE
Net interest expense was $3.4 million in the second quarter of 1994 compared
with $4.4 million last year. This decrease resulted from the Company's
issuance of $100 million of 7.75% Debentures due 2023 in the fourth quarter of
1993 and the use of the net proceeds to redeem higher cost long-term debt.
INCOME TAXES
Income tax was estimated at rates of 35.9% and 35.3% for the second quarter
and year of 1994 compared with last year's rates of 31.2% and 32.0% for the
second quarter and year, respectively. The increase in rates is due to
normally taxed income increasing more rapidly than tax exempt income from
operations in Puerto Rico.
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<PAGE>
CORPORATE EXPENSES
Corporate expenses were $2.1 million in the second quarter of 1994 compared to
$3.1 million in 1993. A modest increase in Corporate expenses was offset by a
reduction to the Company's unfunded supplemental savings plan liability.
Twenty-Six Weeks Ended July 31, 1994 Compared to Twenty-Six Weeks Ended
August 1, 1993
APPAREL
Net sales of the Company's apparel segment were $350.2 million during the
first six months of 1994, an increase of 10.1% from the prior year's $318.0
million. Growth of the Company's retail operations and the expanded offering
of apparel in the Company's Bass stores accounted for this increase.
Operating income of the apparel segment was $2.3 million in the six month
period, compared to $5.8 million in the prior year. The 10.1% increase in
sales and an ongoing expense reduction program were offset by significant
costs associated with the introduction of the Company's new "Wrinkle-Free"
dress shirts and reduced margins from a generally weak dress shirt market.
The prior year also included the reversal of certain fringe benefit accruals.
In addition, the current year includes a LIFO charge of $2.2 million compared
with a charge of $1.6 million in the prior year. This increase was caused, in
large part, by a 35% increase in cotton prices.
FOOTWEAR
Net sales of the Company's footwear segment were $172.4 million, an increase
of 2.7% over the prior year's $167.9 million. Increased sales of sandals were
offset, in part, by weaker sales of canvas and "Buc" shoes and the closing of
several unprofitable Bass retail stores.
Operating income of the footwear segment decreased 20.5% to $12.4 million
compared with $15.5 million in the prior year. The benefits from the
Company's expense reduction program were offset by reduced margins on sales to
traditional wholesale customers and from first quarter promotional selling in
the Company's Bass stores to remove slower moving merchandise from inventory.
INTEREST EXPENSE
Net interest expense was $6.7 million in the first half of 1994 compared with
$8.5 million last year. This decrease resulted from the Company's issuance of
$100 million of 7.75% Debentures due 2023 in the fourth quarter of 1993 and
the use of the net proceeds to redeem higher cost long-term debt.
INCOME TAXES
Income tax was estimated at a rate of 35.3% for the first half and year of
1994 compared with last year's rates of 31.5% and 32.0% for the first half and
year, respectively. The increase in rate is due to normally taxed income
increasing more rapidly than tax exempt income from operations in Puerto Rico.
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<PAGE>
CORPORATE EXPENSES
Corporate expenses were $4.6 million in the first half of 1994 compared to
$4.8 million in 1993. A modest increase in Corporate expenses was offset by a
reduction to the Company's unfunded supplemental savings plan liability.
SEASONALITY
The Company's business is seasonal, with higher sales and income during its
third and fourth fiscal quarters. This reflects primarily the Company's
significantly higher sales and operating margins during the Company's two peak
retail selling seasons: the first running from the start of the summer
vacation period in late May 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 fiscal quarter is the high
volume of fall shipments to customers of each wholesale division. Fall
shipments are larger in volume and profitability than first fiscal quarter
spring shipments. The slower spring selling season at wholesale combined with
retail seasonality makes the first fiscal quarter particularly weak. As the
Company continues to expand its retail business, these seasonal differences
are expected to become more significant.
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 $33.4 million in 1994 and
$73.3 million last year. This improvement was achieved as a result of the
Company's focus on inventory management. Although the Company anticipates
double-digit percentage sales growth in the second half of 1994, inventories
are 10.9% lower at the end of the current quarter compared to the end of last
year's second quarter.
For short-term liquidity, the Company has a revolving credit agreement under
which the Company may, at its option, borrow and repay amounts up to a maximum
of $85 million, except that for the Company's third quarter, during which
period its borrowings peak, the maximum amount available to the Company is
$100 million. The Company does not presently have any outstanding borrowings
from its revolving credit facility and does not contemplate borrowing from
this facility in the immediate future.
The Company's ability to generate earnings has enabled it to reduce its long-
term debt (net of invested cash) as a percentage of total capital to 38.7% at
the end of the current quarter compared to 42.3% at the end of last year's
second quarter.
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<PAGE>
Part II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
The Annual Meeting of Stockholders of the Registrant was held on June 14,
1994. The total shares of Common Stock entitled to vote were 26,545,580.
There were present in person or by proxy holders of 93.7% of these shares.
The following directors were elected to serve for a term of three years:
For Vote Withheld
Ellis E. Meredith 24,660,514 205,100
Lawrence S. Phillips 24,590,284 275,330
Peter J. Solomon 24,576,434 289,180
Irwin W. Winter 24,589,335 276,279
The Company's Stock Option Plan was amended to ensure that options granted
under such plan qualify as "performance-based compensation" under the Omnibus
Budget Reconciliation Act of 1993 with a vote of 23,873,028 For and 769,609
Against.
Ernst & Young was appointed to serve as the Company's independent auditors
until the next meeting of stockholders. The vote was 24,694,466 For and
32,720 Against.
The resolution proposed by a stockholder that new Directors be elected
annually and not by classes, as is now provided, was defeated with a vote of
14,007,893 Against and 8,882,386 For.
The resolution proposed by a stockholder that the Company redeem the
outstanding Preferred Stock Purchase Rights issued in 1986 was defeated with a
vote of 11,867,561 Against and 10,921,728 For.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
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).
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<PAGE>
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 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).
4.7 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).
10.1 1987 Stock Option Plan, including all amendments through March 30,
1993 (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 30,
1994).
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
(incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).
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).
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<PAGE>
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).
10.8 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).
10.9 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as
of January 1, 1991 and amended and restated as of January 1, 1992
(incorporated by reference to Exhibit 10.29 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 2, 1992).
11. Computation of Earnings per Share.
15. Acknowledgement of Independent Auditors.
(b) Reports on Form 8-K
No reports have been filed on Form 8-K during the quarter covered by this
report.
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<PAGE>
Exhibit 11
PHILLIPS-VAN HEUSEN CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Thirteen Weeks Twenty-Six Weeks
Ended Ended
July 31, August 1, July 31, August 1,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Primary:
Net income $ 5,735 $ 7,757 $ 2,204 $ 5,549
Common shares and common share equivalents:
Weighted average number of shares outstanding 26,555 26,089 26,537 26,050
Shares issuable upon exercise of dilutive
common stock options, net of shares assumed
to be repurchased (at the average period
market price) out of proceeds obtained
therefrom 643 974 721 1,003
Total common shares and common share
equivalents 27,198 27,063 27,258 27,053
Net income per common share and common share
equivalents $ 0.21 $ 0.29 $ 0.08 $ 0.21
Fully diluted:
Net income $ 5,735 $ 7,757 $ 2,204 $ 5,549
Total common shares and common share
equivalents (see above) 27,198 27,063 27,258 27,053
Additional shares issuable upon
the exercise of dilutive common stock
options, net of shares assumed to be
repurchased (at the greater of average
period or period end market price)
Total common shares and common share
equivalents assuming full dilution 27,198 27,063 27,258 27,053
Net income per common share and common
share equivalents (1) (1) (1) (1)
(1) Amounts not shown since results are not different from primary net income per share.
</TABLE>
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<PAGE>
Exhibit 15
August 16, 1994
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. 33-59602), 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 , 1994 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 and six
month periods ended July 31, 1994.
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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<PAGE>
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 9, 1994 /s/ Emanuel Chirico
Emanuel Chirico, Controller
Vice President and
Chief Accounting Officer
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