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 30, 1995
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, 1995: 26,722,879
shares.<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
INDEX
PART I -- FINANCIAL INFORMATION
Independent Accountants Review Report.................................. 1
Consolidated Balance Sheets as of July 30, 1995 and
January 29, 1995...................................................... 2
Consolidated Statements of Income for the thirteen weeks and
twenty-six weeks ended July 30, 1995 and July 31, 1994................ 3
Consolidated Statements of Cash Flows for the twenty-six weeks
ended July 30, 1995 and July 31, 1994................................. 4
Notes to 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............................. 13-15
Signatures............................................................ 16
Exhibit--Acknowledgment of Independent Accountants.................... 17
Exhibit--Financial Data Schedule...................................... 18
<PAGE>
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 30, 1995, and the related condensed
consolidated statements of income and cash flows for the 13 and 26 week
periods ended July 30, 1995 and July 31, 1994. 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 29, 1995, 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 14, 1995, 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 29, 1995, 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
September 13, 1995
-1-
<PAGE>
Phillips-Van Heusen Corporation
Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
UNAUDITED AUDITED
July 30, January 29,
1995 1995
<S> <C> <C>
ASSETS
Current Assets:
Cash, including cash equivalents of $9,215 and $68,586 $ 15,646 $ 80,473
Trade receivables, less allowances of $4,852 and $1,617 92,675 77,527
Inventories 384,410 255,244
Other, including deferred taxes of $7,108 16,231 16,426
Total Current Assets 508,962 429,670
Property, Plant and Equipment 143,440 136,297
Goodwill 123,952 17,733
Other Assets, including deferred taxes of $10,412
and $9,502 25,123 12,584
$801,477 $596,284
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $113,095 $ 0
Accounts payable 38,592 38,759
Accrued expenses 77,192 75,014
Current portion of long-term debt 260 260
Total Current Liabilities 229,139 114,033
Long-Term Debt, less current portion 239,682 169,679
Other Liabilities 58,960 37,112
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 26,713,445 and 26,610,310 26,713 26,610
Additional Capital 113,400 112,801
Retained Earnings 133,583 136,049
Total Stockholders' Equity 273,696 275,460
$801,477 $596,284
See accompanying notes.
</TABLE>
-2-
<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 30, July 31, July 30, July 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $349,493 $283,771 $632,480 $522,668
Cost of goods sold 229,896 189,010 415,479 348,745
Gross profit 119,597 94,761 217,001 173,923
Selling, general and administrative expenses 107,704 82,459 205,460 163,830
Income before interest and taxes 11,893 12,302 11,541 10,093
Interest expense, net 5,939 3,362 10,722 6,684
Income before taxes 5,954 8,940 819 3,409
Income taxes 2,060 3,205 285 1,205
Net income $ 3,894 $ 5,735 $ 534 $ 2,204
Net income per share $ 0.15 $ 0.21 $ 0.02 $ 0.08
Cash dividends per share $ 0.0375 $ 0.0375 $ 0.075 $ 0.075
See accompanying notes.
</TABLE>
-3-
<PAGE>
Phillips-Van Heusen Corporation
Consolidated Statements of Cash Flows
Unaudited
(In thousands)
Twenty-Six Weeks Ended
July 30, July 31,
1995 1994
OPERATING ACTIVITIES:
Net Income $ 534 $ 2,204
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 14,627 11,458
Other-net (2,704) (2,028)
Changes in operating assets and liabilities:
Receivables 6,984 (9,147)
Inventories (91,322) (25,041)
Accounts payable and accrued expenses (43,551) (8,188)
Other-net (492) (2,634)
Net Cash Used By Operating Activities (115,924) (33,376)
INVESTING ACTIVITIES:
Acquisition of the Apparel Group of Crystal Brands (114,503)
Plant and equipment acquired (19,512) (20,736)
Contributions from landlords 4,393 4,010
Other-net (78) 1,283
Net Cash Used By Investing Activities (129,700) (15,443)
FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-
term borrowings 185,300
Payments on revolving line of credit and long-
term borrowings (2,205)
Exercise of stock options 702 694
Payment of dividends (3,000) (2,987)
Net Cash (Used) Provided By Financing Activities 180,797 (2,293)
DECREASE IN CASH (64,827) (51,112)
Cash at beginning of period 80,473 68,070
Cash at end of period $ 15,646 $ 16,958
See accompanying notes.
-4-
<PAGE>
Phillips-Van Heusen Corporation
Notes To Consolidated Financial Statements
Unaudited
(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 29, 1995.
The results of operations for the thirteen and twenty-six weeks ended July 30,
1995 and July 31, 1994 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 July 31, 1994 to present that information
on a basis consistent with the thirteen and twenty-six weeks ended July 30,
1995.
INVENTORIES
Inventories are summarized as follows:
July 30, January 29,
1995 1995
Raw materials $ 16,570 $ 19,849
Work in process 17,920 17,026
Finished goods 349,920 218,369
Total $384,410 $255,244
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 $14,000 and $12,700 higher
than reported at July 30, 1995 and January 29, 1995, respectively, if the FIFO
method of inventory accounting had been used for the entire 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
-5-
<PAGE>
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 Twenty-Six Weeks
Ended Ended
July 30, July 31, July 30, July 31,
1995 1994 1995 1994
Net sales-apparel $255,944 $191,135 $460,935 $350,238
Net sales-footwear 93,549 92,636 171,545 172,430
Total net sales $349,493 $283,771 $632,480 $522,668
Operating income-apparel $ 6,336 $ 3,821 $ 5,003 $ 2,097
Operating income-footwear 8,435 10,438 11,792 12,355
Total operating income 14,771 14,259 16,795 14,452
Corporate expenses (2,878) (1,957) (5,254) (4,359)
Interest expense, net (5,939) (3,362) (10,722) (6,684)
Income before taxes $ 5,954 $ 8,940 $ 819 $ 3,409
ACQUISITION
On February 17, 1995, the Company completed the acquisition of the Apparel
Group of Crystal Brands, Inc. 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-
<PAGE>
The Company acquired assets with a fair value estimated to be $181,170
(including $106,400 of excess of cost over net assets acquired) and assumed
liabilities estimated to be $66,667. The Company has not yet determined both
the final value of the assets acquired and liabilities assumed, and the
allocation of these assets and liabilities within the Company's consolidated
balance sheet. Accordingly, adjustments to the Company's consolidated balance
sheet at July 30, 1995 may be required.
If the acquisition had occurred on the first day of fiscal 1994 instead of on
February 17, 1995, the Company's proforma consolidated results of operations
would have been:
Twenty-Six Weeks Ended
July 30, July 31,
1995 1994
Net sales $638,611 $631,243
Net income $ 471 $ 1,464
Net income per share $ 0.02 $ 0.05
SUBSEQUENT EVENT - PLANT AND STORE CLOSINGS AND OTHER EVENTS
On September 13, 1995, the Company adopted and began to implement a plan
designed to reduce costs and realign the product distribution mix primarily
within the Company's apparel business. Significant components of the plan
include the closure of three domestic apparel manufacturing facilities before
year-end and the closing of approximately 200 less profitable retail outlet
stores. As a result, the Company will record a pre-tax charge of
approximately $23,000 in the third quarter of 1995. Approximately one half of
this charge relates to noncash items. This charge principally relates to the
cost of termination benefits for approximately twelve hundred employees and
the write-off of certain fixed assets located in the affected manufacturing
facilities and outlet stores. The Company believes these changes will improve
future profitability through lower operating costs and improved margins. As
part of its ongoing expense and cost reduction initiatives, the Company will
continue to evaluate its operating structure.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
RESULTS OF OPERATIONS
Thirteen Weeks Ended July 30, 1995 Compared to Thirteen Weeks Ended
July 31, 1994
APPAREL
Net sales of the Company's apparel segment in the second quarter were $255.9
million in 1995 and $191.1 million last year, an increase of approximately
33.9%. The acquisition of the Apparel Group of Crystal Brands, Inc. on
February 17, 1995, coupled with growth in the Company's Geoffrey Beene and
Bass Apparel retail operations, accounted for most of this increase.
Gross profit on apparel sales was 32.7% in the second quarter of 1995 compared
to 30.8% in last year's second quarter. Better margins on most wholesale
product lines as well as on merchandise sold under the Izod and Gant labels
acquired from Crystal Brands accounted for this increase. In addition, the
second quarter LIFO charge was $0.4 million in 1995 compared to $1.8 million
last year.
Selling, general and administrative expenses as a percent of apparel sales in
the second quarter were 30.3% in 1995 and 28.8% in 1994. The increased
percentage relates principally to the higher marketing and selling costs
associated with the newly acquired Izod and Gant businesses.
FOOTWEAR
Net sales of the Company's footwear segment were $93.5 million in the second
quarter of 1995 and $92.6 million last year, an increase of approximately
1.0%.
Gross profit on footwear sales was 38.3% in the second quarter of 1995
compared to 38.8% in last year's second quarter. The decrease primarily
relates to promotional markdowns taken this year in the Company's retail
stores to clear spring and summer merchandise from inventory.
Selling, general and administrative expenses as a percent of footwear sales in
the second quarter were 29.3% in 1995 and 27.5% in 1994. Growth of the
Company's retail operations, which are seasonally weak in the first half of
the year, was the primary reason for this increase.
INTEREST EXPENSE
Net interest expense was $5.9 million in the second quarter of 1995 compared
with $3.4 million last year. This increase resulted from the cash purchase of
the Apparel Group of Crystal Brands, Inc.
-8-
<PAGE>
INCOME TAXES
Income tax was estimated at rates of 34.6% and 34.8% for the second quarter
and year of 1995 compared with last year's rates of 35.9% and 18.7% for the
second quarter and year, respectively. The effective rate for the full year
1994, excluding the effect of reversals of estimated tax liabilities and
restructuring expenses, would have been approximately 31.5%. The increase in
the 1995 rate is due principally to normally taxed income increasing more
rapidly than tax exempt income from operations in Puerto Rico.
CORPORATE EXPENSES
Corporate expenses were $2.9 million in the second quarter of 1995 compared to
$2.0 million in 1994. The second quarter of 1994 included a credit to the
Company's unfunded supplemental savings plan liability.
Twenty-Six Weeks Ended July 30, 1995 Compared to Twenty-Six Weeks Ended
July 31, 1994
APPAREL
Net sales of the Company's apparel segment were $460.9 million during the
first six months of 1995, an increase of 31.6% from the prior year's $350.2
million. The acquisition of the Apparel Group of Crystal Brands, Inc. on
February 17, 1995, coupled with the growth in the Company's Geoffrey Beene and
Bass Apparel retail operations, accounted primarily for this increase.
Gross profit on apparel sales was 32.7% in the first half of 1995 compared to
31.4% in last year's first half. Better margins on merchandise sold under the
Izod and Gant labels acquired from Crystal Brands accounted primarily for this
increase. In addition, the current year includes a LIFO charge of $1.3
million compared with a charge of $2.2 million in the prior year.
Selling, general and administrative expenses as a percent of apparel sales in
the first half were 31.6% in 1995 and 30.8% in 1994. The increased percentage
relates principally to the higher marketing and selling costs associated with
the newly acquired Izod and Gant businesses.
FOOTWEAR
Net sales of the Company's footwear segment were $171.5 million compared to
the prior year's $172.4 million.
Gross profit on footwear sales was 38.7% in the first half of 1995 compared to
37.1% in last year's first half. The prior year's first half was impacted by
significant clearance markdowns to clear slower moving merchandise from
inventory. The Company began the current year with a much improved inventory
mix, which in turn reduced clearance markdowns. Offsetting this positive
trend, in part, were promotional markdowns in the Company's retail stores in
the second quarter which related to sluggish sales of spring and summer
merchandise.
-9-
<PAGE>
Selling, general and administrative expenses as a percent of footwear sales in
the first half were 31.8% in 1995 and 29.9% in 1994. Growth of the Company's
retail operations, which are seasonally weak in the first half of the year,
accounted primarily for this increase. In addition, the prior year included
the benefit of certain accrual reversals.
INTEREST EXPENSE
Net interest expense was $10.7 million in the first half of 1995 compared with
$6.7 million last year. This increase resulted from the cash purchase of the
Apparel Group of Crystal Brands, Inc.
INCOME TAXES
Income tax was estimated at a rate of 34.8% for the first half and year of
1995 compared with last year's rates of 35.3% and 18.7% for the first half and
year, respectively. The effective rate for the full year 1994, excluding the
effect of reversals of estimated tax liabilities and restructuring expenses,
would have been approximately 31.5%. The increase in the 1995 rate is due
principally to normally taxed income increasing more rapidly than tax exempt
income from operations in Puerto Rico.
CORPORATE EXPENSES
Corporate expenses were $5.3 million in the first half of 1995 compared to
$4.4 million in 1994. The second quarter of 1994 included a credit 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, which coincide with 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 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 $115.9 million in 1995 and
$33.4 million last year. The seasonal build up in inventory for sales planned
for the second half of the year was greater in the first half 1995 due to
growth in the Company's business, including the acquisition of the Apparel
Group of Crystal Brands.
-10-
<PAGE>
The Company has a revolving credit agreement under which the Company may, at
its option, borrow and repay amounts up to a maximum of $185 million, except
that for the Company's third quarter, during which period its borrowings peak,
the maximum amount available to the Company is $200 million. The acquisition
of Crystal Brands for cash was funded from the Company's cash reserves and
from borrowings under this facility. The Company believes that its borrowing
capacity under this facility is adequate for its 1995 peak seasonal needs. At
the end of the second quarter, the Company estimated that $70 million of the
outstanding borrowings under this facility are non-current. The resulting
increase in long-term debt, offset in part by earnings generated over the past
year, has increased the Company's long-term debt (net of invested cash) as a
percentage of total capital to 45.7% at the end of the current quarter
compared with 38.7% at the end of last year's second quarter.
PLANT AND STORE CLOSINGS AND OTHER EVENTS
On September 13, 1995, the Company adopted and began to implement a plan
designed to reduce costs and realign the product distribution mix primarily
within the Company's apparel business. Significant components of the plan
include the closure of three domestic apparel manufacturing facilities before
year-end and the closing of approximately 200 less profitable retail outlet
stores. As a result, the Company will record a pre-tax charge of
approximately $23,000 in the third quarter of 1995. This charge principally
relates to the cost of termination benefits for approximately twelve hundred
employees and the write-off of certain fixed assets located in the affected
manufacturing facilities and outlet stores. The Company believes these
changes will improve future profitability through lower operating costs and
improved margins. As part of its ongoing expense and cost reduction
initiatives, the Company will continue to evaluate its operating structure.
-11-
<PAGE>
Part II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
The annual stockholders' meeting was held on June 13, 1995. The total shares
of Common Stock entitled to vote were 24,109,913. There were present in
person or by proxy holders of 90.4% of these shares.
The following directors were elected to serve for a term of three years:
For Vote Withheld
Edward H. Cohen 23,925,056 184,857
Estelle Ellis 23,930,103 179,810
Maria Elena Lagomasino 23,917,723 192,190
William S. Scolnick 23,907,876 202,037
The Company's Stock Option Plan was amended to increase the number of shares
of Common Stock which may be granted under the Option Plan from 2,500,000 to
3,150,000. The vote was 18,882,993 For and 5,130,739 Against.
The Company's Performance Restricted Stock Plan was adopted with a vote of
22,953,054 For and 1,065,495 Against.
Ernst & Young was appointed to serve as the Company's independent auditors
until the next stockholders' meeting. The vote was 24,008,989 For and 60,768
Against.
The resolution proposed by two stockholders that new Directors be elected
annually and not by classes, as is now provided, was defeated with a vote of
14,638,220 Against and 5,875,956 In Favor.
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).
-12-
<PAGE>
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 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).
4.8 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).
-13-
<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).
10.10 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).
*10.11 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).
*10.12 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).
*10.13 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).
*10.14 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).
*10.15 Performance Restricted Stock Plan, effective as of April 18, 1995
(incorporated by reference to Exhibit 10.15 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 29, 1995).
-14-
<PAGE>
15. Acknowledgement of Independent Accountants.
27. Financial Data Schedule.
* Management contract or compensatory plan or arrangement required to be
identified pursuant to Item 14(a) of this report.
(b) Reports on Form 8-K
No reports have been filed on Form 8-K during the quarter covered by this
report.
-15-
<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 11, 1995 /s/ Emanuel Chirico
Emanuel Chirico, Controller
Vice President and
Chief Accounting Officer
-16-
<PAGE>
Exhibit 15
September 13, 1995
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-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 15, 1995 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 30, 1995.
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
-17-
<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 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-28-1996
<PERIOD-END> JUL-30-1995
<CASH> 15,646
<SECURITIES> 0
<RECEIVABLES> 97,527
<ALLOWANCES> 4,852
<INVENTORY> 384,410
<CURRENT-ASSETS> 508,962
<PP&E> 143,440<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 801,477
<CURRENT-LIABILITIES> 229,139
<BONDS> 239,682
<COMMON> 26,713
0
0
<OTHER-SE> 246,983
<TOTAL-LIABILITY-AND-EQUITY> 801,477
<SALES> 632,480
<TOTAL-REVENUES> 632,480
<CGS> 415,479
<TOTAL-COSTS> 415,479
<OTHER-EXPENSES> 205,460
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 10,722
<INCOME-PRETAX> 819
<INCOME-TAX> 285
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 534
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
<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>
