SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 6
Phillips-Van Heusen Corporation
(Name of Issuer)
Common Stock, $1.00 per par value share
(Title of Class of Securities)
718592 10 8
(CUSIP Number)
Pamela N. Hootkin, Secretary, 1290 Avenue of the Americas, New York, NY 10104
212-541-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 14, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership; of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 7 Pages
<PAGE>
________________________ _________________________
CUSIP NO. 718592 10 8 13D Page 2 of 7 Pages
________________________ _________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence S. Phillips S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 1,838,530
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,753,530
WITH
10 SHARED DISPOSITIVE POWER
2,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,840,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1 Security and Issuer
___________________
No change
ITEM 2 Identity and Background
_______________________
No changes, other than as noted:
(b) Business address: 21301 Power Line Road, Suite 309,
Boca Raton, Florida, 33433.
(c) Ms. Phillips is now an untitled executive of the Company.
ITEM 3 Source and Amount of Funds or Other Consideration
_________________________________________________
Mr. Phillips is a trustee of the Madelyn S. Phillips Grantor
Trust B ("Trust B") created on October 14, 1988, and Mr. Phillips
has sole voting and investment power with respect to all of the
shares of the Company's Common Stock owned by Trust B. In
addition, Mr. Phillips is a trustee of the Carol P. Green 1989
GRIT (the "Green GRIT") created on November 15, 1989, and has the
sole voting power with respect to all of the shares of the
Company's Common Stock owned by the Green GRIT but has no
investment power with respect to the shares of the Company's
Common Stock owned by the Green GRIT. Mr. Phillips is also an
executor of the Estate of Joseph Levine (the "Estate") and shares
voting and investment power over the shares of the Company's
Common Stock in the Estate with the two other executors. In
addition, Mr. Phillips is an officer and director of the
Phillips-Green Foundation, Inc. (the "Foundation") a charitable
foundation organized under the Not-for-Profit Corporation Law of
the State of New York, and as such is deemed to be the beneficial
owner of any shares of the Company's Common Stock held by the
Foundation.
On February 22, 1994, the Foundation received a gift of
142,349 shares of the Company's Common Stock from Trust B. As a
result of such gift Mr. Phillips' beneficial ownership of the
Company's Common Stock increased to 1,979,933 shares constituting
7.5% of the outstanding shares of the Common Stock.
From March 9, 1994 through March 18, 1994, the Foundation
sold all 142,349 shares it received from Trust B through a series
of open market transactions. As a result, as of March 18, 1994, Mr.
Phillips beneficially owned 1,837,584 shares or 6.9% of the Common
Stock of the Company.
Pages 3 of 7 Pages
<PAGE>
As of the date hereof, the shares of Common Stock of the
Company owned by the aforementioned entities and the reporting
person are as follows:
Trust B 965,223
Green GRIT 85,000
The Foundation 0
<F1>
Lawrence S. Phillips 788,307
Estate 2,000
_______________
1,840,530
See also Item 5(c).
Mr. Phillips is also a trustee of the Madelyn S. Phillips
Grantor Trust A ("Trust A") created on October 14, 1988 but he
has no voting or investment power with respect to any of the
shares owned by Trust A.
ITEM 4 Purpose of Transaction
______________________
No change
ITEM 5 Interest in Securities of the Issuer
____________________________________
(a) Aggregate number of shares beneficially owned as of
June 9, 1994:
1,840,530
Percent of Class
6.9%
(b) Number of shares as to which there is sole power to
vote or direct the vote:
1,838,530
<F1>
______________________
Includes 34,270 shares subject to presently exercisable options and 790
shares owned by Roxeanne Phillips, the wife of Mr. Phillips.
Page 4 of 7 Pages
<PAGE>
Number of shares as to which there is shared power to
vote or direct the vote:
2,000
Number of shares as to which there is sole power to
dispose or to direct the disposition:
1,753,530
Number of shares as to which there is shared power to
dispose or to direct the disposition:
2,000
Mr. Phillips shares voting and dispositive power over 2,000
shares of the Company's Common Stock owned by the Estate with the
other executors of the Estate. The other executors are Barbara
Levine, a lawyer with the New York City Corporation Counsel,
whose address is 1095 Park Avenue, New York, New York 10128 and
Richard Cantor, a principal with Neuberger & Berman, 605 Third
Avenue, New York, New York. The shares owned by the Estate are
in the process of being transferred to a trust for the benefit of
Ms. Levine of which Mr. Phillips, Ms. Levine and Dr. Morton
Aronson will be trustees. Dr. Morton is a psychiatrist with
offices at 250 East 87th Street, New York, New York. Ms. Levine,
Mr. Cantor and Dr. Aronson are all United States citizens and
none of them has, within the past five years, been convicted in
any criminal proceeding or been a party to or subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or
State securities law or finding any violation with respect to
such laws.
(c) Since the date of Amendment No. 5 to Mr. Phillips'
Schedule 13D, the following transactions were effected:
(1) Trust B:
1/4/94 Disposed of 940 shares as payment of
trustee fees.
2/24/94 Disposed of 8,971 shares as payment of
trustee fees.
Page 5 of 7 Pages
<PAGE>
(2) Mr. Phillips:
12/13/93 Made a gift to the Foundation of 5,000
shares.
1/4/94 Acquired 940 shares from Trust B in
payment of trustee fees.
1/5/94 Acquired 575 shares from Trust A in
payment of trustee fees.
1/11/94 Wife received gifts aggregating 790
shares.
1/12/94 Made gifts aggregating 13,622 shares.
2/24/94 Acquired 3,850 shares from Trust B in
payment of trustee fees.
2/24/94 Acquired 3,100 shares from Trust A in
payment of trustee fees.
(3) The Foundation:
10/7/93 Acquired 500 shares pursuant to a
donation.
10/28/93 Sold 500 shares at $33.50.
12/13/93 Acquired 5,000 shares pursuant to a
donation from Mr. Phillips.
1/19/94 Sold 2,500 shares at $34.75.
1/21/94 Sold 2,500 shares at $36.00.
1/28/94 Acquired 4,394 shares pursuant to a
donation from Mr. Phillips.
2/14/94 Sold 4,394 shares at $33.625.
2/22/94 Acquired 142,349 shares pursuant to a
donation from Trust B.
3/9/94 Sold 9,300 shares at $36.25.
3/11/94 Sold 1,000 shares at $36.25.
3/11/94 Sold 8,049 shares at $36.50.
3/14/94 Sold 8,500 shares at $36.25.
Pages 6 of 7 Pages
<PAGE>
3/14/94 Sold 14,000 shares at $36.125.
3/15/94 Sold 51,500 shares at $36.00.
3/16/94 Sold 12,500 shares at $36.75.
3/16/94 Sold 1,500 shares at $37.00.
3/16/94 Sold 6,100 shares at $37.125.
3/16/94 Sold 17,400 shares at $37.25.
3/16/94 Sold 2,500 shares at $36.50.
3/18/94 Sold 10,000 shares at $38.125.
All of the foregoing transactions, other than gifts and
donations and the acquisition or disposition of shares in
connection with the payment of trustees' fees, were effected
by brokers on the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 6 Contracts, Arrangements, Understandings or
__________________________________________
Relationships with Respect to Securities of the Issuer
______________________________________________________
N/A
ITEM 7 Material to be Filed as Exhibits
________________________________
None
SIGNATURES
__________
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Amendment is true, complete and correct.
Date: June 14, 1994
______________________________
Lawrence S. Phillips
Page 7 of 7 Pages
