PHILLIPS VAN HEUSEN CORP /DE/
10-Q/A, 1994-12-14
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                       SECURITIES & EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q/A

(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 is filing this amended 10-Q report for the
quarter ended July 31, 1994 in order to include Exhibit 27 (Financial Data
Schedule) as an exhibit which was omitted from the original filing in
September 1994.















































                                      -1-
<PAGE>
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).

     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).

                                      -2-
<PAGE>
    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).

    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.

     27.   Financial Data Schedule.

(b)  Reports on Form 8-K

     No reports have been filed on Form 8-K during the quarter covered by this
     report.









                                      -3-
<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




November 18, 1994                   /s/ Emanuel Chirico             
                                    Emanuel Chirico, Controller     
                                    Vice President and
                                    Chief Accounting Officer



































                                      -4-


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PHILLIPS-VAN HEUSEN CORPORATION FINANCIAL STATEMENTS INCLUDED IN ITS 10-Q
REPORT FOR THE QUARTER ENDED JULY 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-29-1995
<PERIOD-END>                               JUL-31-1994
<CASH>                                          16,958
<SECURITIES>                                         0
<RECEIVABLES>                                   76,448
<ALLOWANCES>                                    (1,468)
<INVENTORY>                                    294,912
<CURRENT-ASSETS>                               404,412
<PP&E>                                         117,758<F1>
<DEPRECIATION>                                       0<F1>
<TOTAL-ASSETS>                                 548,337
<CURRENT-LIABILITIES>                          101,513
<BONDS>                                        169,937
<COMMON>                                        33,289
                                0
                                          0
<OTHER-SE>                                     213,421
<TOTAL-LIABILITY-AND-EQUITY>                   548,337
<SALES>                                        522,668
<TOTAL-REVENUES>                               522,668
<CGS>                                          348,745
<TOTAL-COSTS>                                  348,745
<OTHER-EXPENSES>                               163,830
<LOSS-PROVISION>                                     0<F2>
<INTEREST-EXPENSE>                               6,684
<INCOME-PRETAX>                                  3,409
<INCOME-TAX>                                     1,205
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,204
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                      .08
<FN>
<F1>Property, plant and equipment is presented net of accumulated
depreciation.
<F2>Provision for doubtful accounts is included in other costs and expenses.
</FN>
        

</TABLE>


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