As filed with the Securities and Exchange Commission on June 30, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 13-1166910
(State of incorporation) (I.R.S Employer
Identification Number)
1290 Avenue of the Americas
New York, New York 10104
(Address of principal executive offices)
___________________
Phillips-Van Heusen Corporation
1987 Stock Option Plan
(Full title of the plan)
___________________
Eugene O. Kessler Copy to:
Vice President Edward H. Cohen,Esq.
1290 Avenue of the Americas Rosenman & Colin
New York, New York 10104 575 Madison Avenue
(212) 468-7180 New York, New York 10022
(Name, address and telephone (212) 940-8580
number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share fee
Common Stock,
par value $1.00
per share...... 650,000 $14.25 $9,262,500 $3,194
*Estimated solely for the purpose of calculating the
registration fee; computed, pursuant to Rule 457(c), upon the
basis of the average of the high and low prices of the Common
Stock as quoted on the New York Stock Exchange on June 27, 1995.
___________________
The Exhibit Index required by Item 601 of Regulation S-K is
located at page 4 of the sequential numbering system appearing in
the manually signed copy of this Registration Statement,
totalling 27 pages, filed with the Securities and Exchange
Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, this
Registration Statement is being filed solely to register
additional shares of the Common Stock of Phillips-Van Heusen
Corporation (the "Company") to be issued upon the exercise of
options granted under the Company's 1987 Stock Option Plan and
the contents of the Company's Registration Statement on Form S-8,
Registration No. 33-66690, as filed with the Commission on July
29, 1993, relating to said Plan is incorporated herein by
reference.
ITEM 8. EXHIBITS
Exhibit No. Description
4(a) Phillips-Van Heusen Corporation 1973 Employees'
Stock Option Plan (incorporated by reference to
Exhibit 1 to Form S-8 Registration Statement,
Registration No. 2-72959, filed on July 15, 1981).
4(b) Supplement to 1973 Employees' Stock Option Plan
(incorporated by reference to the Company's
Prospectus filed pursuant to Rule 424(c) to the
Form S-8 Registration Statement, Registration No.
2-72959, filed on March 31, 1982).
4(c) Amendment to Phillips-Van Heusen Corporation 1973
Employees' Stock Option Plan (incorporated by
reference to Exhibit 4(c) to Form S-8 Registration
Statement, Registration No. 33-24057, filed on
August 29, 1988).
*4(d) Phillips-Van Heusen Corporation 1987 Stock Option
Plan (including all amendments through June 13,
1995).
4(e) Certificate of Incorporation (incorporated by
reference to Exhibit 5 to the Company's Annual
Report on Form 10-K for the fiscal year ended
January 29, 1977).
4(f) Amendment to Certificate of Incorporation filed
June 2, 1987 (incorporated by reference to Exhibit
3(c) to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1988).
4(g) Amendment to Certificate of Incorporation filed
June 1, 1993 (incorporated by reference to Exhibit
3.5 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 30, 1994).
<PAGE>
4(h) By-Laws of the Company (incorporated by reference
to Exhibit 6 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 29,
1977).
4(i) Amendment to Section 4 of Article II of the By-
Laws of the Company (incorporated by reference to
Exhibit 28.3 to the Company's Report on Form 8-K
filed September 5, 1987).
4(j) Preferred Stock Purchase Rights Agreement (the
"Rights Agreement"), dated June 10, 1986 between
the Company 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(k) Amendment to the Rights Agreement, dated March 31,
1987 between the Company 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(l) Supplemental Rights Agreement and Second Amendment
to the Rights Agreement, dated as of July 30,
1987, between the Company 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(m) Specimen of common stock certificate of the
Company (incorporated by reference to Exhibit 4 to
the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1981).
*5(a) Opinion of Rosenman & Colin.
*23(a) Consent of Ernst & Young LLP.
*23(b) Consent of Rosenman & Colin (included in Exhibit
5(a)).
_____________________
* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on this 29th day of
June, 1995.
PHILLIPS-VAN HEUSEN CORPORATION
(Registrant)
By Bruce J. Klatsky
Bruce J. Klatsky
Chairman
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature
Bruce J. Klatsky Date: June 29, 1995 Bruce
J. Klatsky
Chairman, President, Chief
Executive Officer and Director of
Phillips-Van Heusen Corporation
Irwin W. Winter Date: June 29, 1995 Irwin
W. Winter
Vice President-Finance, Chief
Financial officer and Director
of Phillips-Van Heusen Corporation
Emanuel Chirico Date: June 29, 1995
Emanuel Chirico
Vice President and Corporate
Controller (Chief Accounting
officer) of Phillips-Van Heusen
Corporation
Edward H. Cohen Date: June 29, 1995
Edward H. Cohen
Director of Phillips-Van Heusen
Corporation
<PAGE>
Estelle Ellis Date: June 29, 1995
Estelle Ellis
Director of Phillips-Van Heusen
Corporation
Joseph B. Fuller Date: June 22, 1995
Joseph B. Fuller
Director of Phillips-Van Heusen
Corporation
Harry N.S. Lee Date: June 23, 1995 Harry
N.S. Lee
Director of Phillips-Van Heusen
Corporation
Maria Elena Lagomasino Date: June 20, 1995 Maria
Elena Lagomasino
Director of Phillips-Van Heusen
Corporation
Bruce Maggin Date: June 20, 1995 Bruce
Maggin
Director of Phillips-Van Heusen
Corporation
Ellis E. Meredith Date: June 21, 1995 Ellis
E. Meredith
Director of Phillips-Van Heusen
Corporation
Steven L. Osterweis Date: June 21, 1995
Steven L. Osterweis
Director of Phillips-Van Heusen
Corporation
William S. Scolnick Date: June 22, 1995
William S. Scolnick
Director of Phillips-Van Heusen
Corporation
Peter J. Solomon Date: June 29, 1995
Peter J. Solomon
Director of Phillips-Van Heusen
Corporation
<PAGE>
EXHIBIT INDEX
Document Page
Number
4(a) Phillips-Van Heusen Corporation 1973
Employees' Stock Option Plan
(incorporated by reference to Exhibit 1
to Form S-8 Registration Statement,
Registration No. 2-72959, filed on July
15, 1981).
4(b) Supplement to 1973 Employees' Stock
Option Plan (incorporated by reference
to the Company's Prospectus filed
pursuant to Rule 424(c) to the Form S-8
Registration Statement, Registration No.
2-72959, filed on March 31, 1982).
4(c) Amendment to Phillips-Van Heusen Corporation 1973
Employees' Stock Option Plan (incorporated by
reference to Exhibit 4(c) to Form S-8 Registration
Statement, Registration No. 33-24057,
filed on August 29, 1988).
*4(d) Phillips-Van Heusen Corporation 1987 Stock Option Plan
(including all amendments through June 13, 1995). 8
4(e) Certificate of Incorporation (incorporated by
reference to Exhibit 5 to the Company's Annual
Report on Form 10-K for the fiscal year ended
January 29, 1977).
4(f) Amendment to Certificate of
Incorporation filed June 2, 1987
(incorporated by reference to Exhibit
3(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended
January 31, 1988).
4(g) Amendment to Certificate of
Incorporation filed June 1, 1993
(incorporated by reference to Exhibit
3.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended
January 30, 1994).
4(h) By-Laws of the Company (incorporated by reference
to Exhibit 6 to the Company's
Annual Report on Form 10-K for the
fiscal year ended January 29, 1977).
<PAGE>
4(i) Amendment to Section 4 of Article II of
the By-Laws of the Company (incorporated
by reference to Exhibit 28.3 to the
Company's Report on Form 8-K filed
September 5, 1987).
4(j) Preferred Stock Purchase Rights
Agreement (the "Rights Agreement"),
dated June 10, 1986 between the Company
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(k) Amendment to the Rights Agreement, dated
March 31, 1987 between the Company 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(l) Supplemental Rights Agreement and Second
Amendment to the Rights Agreement, dated
as of July 30, 1987, between the Company
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(m) Specimen of common stock certificate
of the Company (incorporated by reference
to Exhibit 4 to the Company's Annual
Report on Form 10-K for the fiscal year
ended January 31, 1981).
*5(a) Opinion of Rosenman & Colin. 26
*23(a) Consent of Ernst & Young LLP. 27
*23(b) Consent of Rosenman & Colin (included in
Exhibit 5(a)).
_____________________
* Filed herewith
<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
1987 STOCK OPTION PLAN
(Including all amendments
through June 13, 1995)
1. Purpose.
The purposes of the 1987 Stock Option Plan (the "Plan") are
to induce certain individuals to remain in the employ, or to
continue to serve as directors, of Phillips-Van Heusen
Corporation (the "Company") and its present and future subsidiary
corporations (each a "Subsidiary"), as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code"), to
attract new individuals to enter into such employment and service
and to encourage such individuals to secure or increase on
reasonable terms their stock ownership in the Company. The Board
of Directors of the Company (the "Board") believes that the
granting of stock options (the "Options") under the Plan will
promote continuity of management and increased incentive and
personal interest in the welfare of the Company by those who are
or may become primarily responsible for shaping and carrying out
the long range plans of the Company and securing its continued
growth and financial success. Options granted hereunder are
intended to be either (a) "incentive stock options" (which term,
when used herein, shall have the meaning ascribed thereto by the
provisions of Section 422(b) of the Code) or (b) options which
are not incentive stock options ("non-incentive stock options")
or (c) a combination thereof, as determined by the Committee (the
"Committee") referred to in Section 5 hereof at the time of the
grant thereof.
<PAGE>
2. Effective Date of the Plan.
The Plan became effective on April 2, 1987. The Plan was
amended and restated effective as of January 3, 1991, and amended
further as of April 4, 1991, February 4, 1993, March 30, 1993,
September 9, 1993, April 18, 1995 and June 13, 1995.
3. Stock Subject to Plan.
3,150,000 (which number reflects all changes in the
capitalization of the Company and amendments to the Plan through
June 13, 1995) of the authorized but unissued shares of the
common stock, $1.00 par value, of the Company (the "Common
Stock") are hereby reserved for issue upon the exercise of
Options granted under the Plan; provided, however, that the
number of shares so reserved may from time to time be reduced to
the extent that a corresponding number of issued and outstanding
shares of the Common Stock are purchased by the Company and set
aside for issue upon the exercise of Options. If any Options
expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be
available for the purposes of the Plan.
4. Administration.
The Plan shall be administered by the Committee referred to
in Section 5 hereof. Subject to the express provisions of the
Plan, the Committee shall have complete authority, in its
discretion, to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the
terms and provisions of the respective option agreements or
<PAGE>
certificates (which need not be identical), to determine the
individuals (each a "Participant") to whom and the times and the
prices at which Options shall be granted, the periods during
which each Option shall be exercisable, the number of shares of
the Common Stock to be subject to each Option and whether such
Option shall be an incentive stock option or a non-incentive
stock option and to make all other
determinations necessary or advisable for the administration of
the Plan. In making such determinations, the Committee may take
into account the nature of the services rendered by the
respective employees, their present and potential contributions
to the success of the Company and the Subsidiaries and such other
factors as the Committee in its discretion shall deem relevant.
The Committee's determination on the matters referred to in this
Section 4 shall be conclusive. Any dispute or disagreement which
may arise under or as a result of or with respect to any Option
shall be determined by the Committee, in its sole discretion, and
any interpretations by the Committee of the terms of any Option
shall be final, binding and conclusive.
<PAGE>
5. Committee.
The Committee shall consist of two or more members of the
Board both or all of whom shall be "disinterested persons" within
the meaning of Rule 16b-3(c)(i) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and both
or all of whom shall be "outside directors" within the
contemplation of Section 162(m)(4)(C)(i) of the Code. The
<PAGE>
President of the Company shall also be a member of the Committee,
ex-officio, whether or not he is otherwise eligible to be a
member of the Committee. The Committee shall be appointed
annually by the Board, which may at any time and from time to
time remove any members of the Committee, with or without cause,
appoint additional members to the Committee and fill vacancies,
however caused, in the Committee. A majority of the members of
the Committee shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members present
at a meeting duly called and held except that the Committee may
delegate to any one of its members the authority of the Committee
with respect to the grant of Options to persons who shall not be
officers and/or directors of the Company and who are not, and in
the judgment of the Committee may not be reasonably expected to
become, a "covered employee" within the meaning of Section
162(m)(3) of the Code. Any decision or determination of the
Committee reduced to writing and signed by all of the members of
the Committee (or by the member of the Committee to whom
authority has been delegated) shall be fully as effective as if
it had been made at a meeting duly called and held.
6. Eligibility.
An Option may be granted only to a key employee of the
Company or a Subsidiary. A director of the Company or a
Subsidiary who is not an employee of the Company or a Subsidiary
shall be eligible to receive an Option, but only as provided in
Section 21 hereof.
<PAGE>
7. Option Prices.
A. The initial per share option price of any Option which
is an incentive stock option shall be the price determined by the
Committee, but not less than the fair market value of a share of
the Common Stock on the date of grant; provided, however, that,
in the case of a Participant who owns more than 10% of the total
combined voting power of the Common Stock at the time an Option
which is an incentive stock option is granted to him, the initial
per share option price shall not be less than 110% of the fair
market value of a share of the Common Stock on the date of grant.
B. The initial per share option price of any Option which
is a non-incentive stock option shall not be less than 85% of the
fair market value of a share of the Common Stock on the date of
the grant; provided, however, that, in the case of a non-
incentive stock option granted to a person who is, or in the
judgment of the Committee may reasonably be expected to become, a
"covered
employee" within the meaning of Section 162(m)(3) of the Code,
the initial per share option price shall not be less than the
fair market value of a share of the Common Stock on the date of
grant.
<PAGE>
C. For all purposes of the Plan, the fair market
value of a share of the Common Stock on any date shall be equal
to (i) the closing sale price of the Common Stock on the New York
Stock Exchange on the business day preceding such date or (ii) if
there is no sale of the Common Stock on such Exchange on such
business day, the average of the bid and asked prices on such
Exchange at the close of the market on such business day.
8. Option Term.
Participants shall be granted Options for such term as the
Committee shall determine, not in excess of ten years from the
date of the granting thereof; provided, however, that, in the
case of a Participant who owns more than 10% of the total
combined voting power of the Common Stock at the time an Option
which is an incentive stock option is granted to him, the term
with respect to such Option shall not be in excess of five years
from the date of the granting thereof.
9. Limitations on Amount of Options Granted.
A. The aggregate fair market value of the shares of the
Common Stock for which any Participant may be granted incentive
stock options which are exercisable for the first time in any
calendar year (whether under the terms of the Plan or any other
stock option plan of the Company) shall not exceed $100,000.
B. No Participant shall, during any fiscal year of the Company,
be granted Options to purchase more than 100,000 shares of the
Common Stock (or, in the case of the fiscal year of the Company
ending in January, 1994, 250,000 shares of the Common Stock). 10.
Exercise of Options.
A. A Participant may not exercise an Option during the
period commencing on the date of the granting of such Option to
him and ending on the day next preceding the third anniversary of
such date. A Participant may (i) during the period commencing on
<PAGE>
the third anniversary of the date of the granting of an Option to
him and ending on the day next preceding the fourth anniversary
of such date, exercise such Option with respect to one-third of
the shares granted thereby, (ii) during the period commencing on
such fourth anniversary and ending on the day next preceding the
fifth anniversary of the date of the granting of such Option, exercise
such Option with respect to two-thirds of the shares granted
thereby, and (iii) during the period commencing on such fifth
anniversary, exercise such Option with respect to all of the
shares granted thereby.
B. Except as hereinbefore otherwise set forth, an Option
may be exercised either in whole at any time or in part from time
to time.
C. An Option may be exercised only by a written notice of
intent to exercise such Option with respect to a specific number
of shares of the Common Stock and payment to the Company of the
amount of the option price for the number of shares of the Common
Stock so specified; provided, however, that, if the Committee
shall in its sole discretion so determine at the time of the
grant of any Option, all or any portion of such payment may be
made in kind by the delivery of shares of the Common Stock having
a fair market value equal to the portion of the option price so
paid; provided, further, however, that, subject to the
requirements of Regulation T (as in effect from time to time)
promulgated under the Exchange Act, the Committee may implement
procedures to allow a broker chosen by a Participant to make
payment of all or any portion of the option price payable upon
the exercise of an Option and receive, on behalf of such
Participant, all or any portion of the shares of the Common Stock
issuable upon such exercise.
<PAGE>
D. The Board may, in its discretion, permit any Option to
be exercised, in whole or in part, prior to the time when it
would otherwise be exercisable.
E. I. Notwithstanding the provisions of paragraph A of
this Section 10, in the event that a Change in Control shall
occur, then, each Option theretofore granted to any Participant
which shall not have theretofore expired or otherwise been
cancelled or become unexercisable shall become immediately
exercisable in full. For the purposes of this paragraph E, a
"Change in Control" shall be deemed to occur upon (a) the
election of one or more individuals to the Board which election
results in one-third of the directors of the Company consisting
of individuals who have not been directors of the Company for at least two
years, unless such individuals have been elected as directors
by three-fourths of the directors of the Company who have been directors of the
Company for at least two years, (b) the sale by the Company of
all or substantially all of its assets to any Person, the consolidation
of the Company with any Person, the merger of the Company with
any Person as a result of which merger the Company is not the
surviving entity as a publicly held corporation, (c) the sale or
transfer of shares of the Company by the Company and/or any one
or more of its stockholders, in one or more transactions, related
or unrelated, to one or more Persons under circumstances whereby
any Person and its Affiliates shall own, after such sales and
transfers, at least one-fourth, but less than one-half, of the
shares of the Company having voting power for the election of
directors, unless such sale or transfer has been approved in
advance by three-fourths of the directors of the Company who have
been directors of the Company for at least two years, or (d) the
sale or transfer of shares of the Company by the Company and/or
any one or more of its stockholders, in one or more transactions,
related or unrelated, to one or more Persons under circumstances
whereby any Person and its Affiliates shall own, after such sales
<PAGE>
and transfers, at least one-half of the shares of the Company
having voting power for the election of directors. For the
purposes of this division I, (1) the term "Affiliate" shall mean
any Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, any other Person, (2) the term "Person" shall mean
any individual, partnership, firm, trust, corporation or other
similar entity and (3) when two or more Persons act as a
partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding or disposing of securities of
the Company, such partnership, limited partnership, syndicate or
group shall be deemed a "Person".
II. In the event that a Change of Control shall occur,
then, from and after the time of such event, neither the
provisions of this paragraph E nor any of the rights of any
Participant thereunder shall be modified or amended in any way.
<PAGE>
III. The provisions of this Section 10E shall only apply to
Options granted under the Plan on or subsequent to June 13, 1995.
Options granted prior to such date shall be governed by the
provisions of the Plan as in effect on the date of the grant
thereof.
11. Transferability.
No Option shall be assignable or transferable except by will
and/or by the laws of descent and distribution and, during the
life of any Participant, each Option granted to him may be
exercised only by him.
12. Termination of Employment.
In the event a Participant leaves the employ of the Company
and the Subsidiaries, whether voluntarily or otherwise but other
than by reason of his death or retirement, each Option
theretofore granted to him which shall not have theretofore expired or
otherwise been cancelled shall, to the extent not theretofore
exercised, terminate upon the earlier to occur of the expiration
of 30 days after the date of such Participant's termination of
employment and the date of termination specified in such Option.
Notwithstanding the foregoing, if a Participant is terminated for
cause (as defined herein), each Option theretofore granted to him
which shall not have theretofore expired or otherwise been
cancelled shall, to the extent not theretofore exercised,
terminate forthwith. For purposes of the foregoing, the term
"cause" shall mean: (i) the commission by the Participant of any
<PAGE>
act or omission that would constitute a crime under federal,
state or equivalent foreign law, (ii) the commission by the
Participant of any act of moral turpitude, (iii) fraud,
dishonesty or other acts or omissions that result in a breach of
any fiduciary or other material duty to the Company and/or the
Subsidiaries, or (iv) continued alcohol or other substance abuse
that renders the Participant incapable of performing his material
duties to the satisfaction of the Company and/or the
Subsidiaries. In the event a Participant leaves the employ of
the Company and the Subsidiaries by reason of his retirement,
each Option theretofore granted to him which shall not have
theretofore expired or otherwise been cancelled shall become
immediately exercisable in full and shall, to the extent not
theretofore exercised, terminate upon the earlier to occur of the
expiration of three months after the date of such retirement and
the date of termination specified in such Option. In the event a
Participant's employment with the Company and the Subsidiaries
ter-minates by reason of his death, each Option theretofore
granted to him which shall not have theretofore expired or
otherwise been cancelled shall become immediately exercisable in
full and shall, to the extent not theretofore exercised,
terminate upon the earlier to occur of the expiration of three
months after the date of the qualification of a representative of
his estate and the date of termination specified in such Option.
13. Adjustment of Number of Shares.
In the event that a dividend shall be declared upon the
Common Stock payable in shares of the Common Stock, the number of
shares of the Common Stock then subject to any Option and the
<PAGE>
number of shares of the Common Stock reserved for issuance in
accordance with the provisions of the Plan but not yet covered by
an Option and the number of shares set forth in Section 9B hereof
shall be adjusted by adding to each share the number of shares
which would be dis-tributable thereon if such shares had been
outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the
outstanding shares of the Common Stock shall be changed into or
exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up,
combination of shares, sale of assets, merger or consolidation in
which the Company is the surviving corporation, then, there shall
be substituted for each share of the Common Stock then subject to
any Option and for each share of the Common Stock reserved for
issuance in accordance with the provisions of the Plan but not
yet covered by an Option and for each share of the Common Stock
referred to in Section 9B hereof, the number and kind of shares
of stock or other securities into which each outstanding share of
the Common Stock shall be so changed or for which each such share
shall be exchanged. In the event that there shall be any change,
other than as specified in this Section 13, in the number or kind
of outstanding shares of the Common Stock, or of any stock or
other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, then, if the
Committee shall, in its sole
<PAGE>
discretion, determine that such change equitably requires an
adjustment in the number or kind of shares then subject to any
Option and the number or kind of shares reserved for issuance in
accordance with the provisions of the Plan but not yet covered by
an Option and the number or kind of shares referred to in Section
9B hereof, such adjustment shall be made by the Committee and
shall be effective and binding for all purposes of the Plan and
of each stock option agreement or certificate entered into in
accordance with the provisions of the Plan. In the case of any
substitution or adjustment in accordance with the provisions of
this Section 13, the option price in each stock option agreement
or certificate for each share covered thereby prior to such
substitution or adjustment shall be the option price for all
shares of stock or other
securities which shall have been substituted for such share or to
which such share shall have been adjusted in accordance with the
provisions of this Section 13. No adjustment or substitution
provided for in this Section 13 shall require the Company to sell
a fractional share under any stock option agreement or
certificate. In the event of the dissolution or liquidation of
the Company, or a merger, reorganization or consolidation in
which the Company is not the surviving corporation, then, except
as otherwise provided in the second sentence of this Section 13,
each Option, to the extent not theretofore exercised, shall
terminate forthwith.
<PAGE>
14. Purchase for Investment, Withholding and Waivers.
Unless the shares to be issued upon the exercise of an
Option by a Participant shall be registered prior to the issuance
thereof under the Securities Act of 1933, as amended, such
Participant will, as a condition of the Company's obligation to
<PAGE>
issue such shares, be required to give a representation in
writing that he is acquiring such shares for his own account as
an investment and not with a view to, or for sale in connection
with, the distribution of any thereof. In the event of the death
of a Participant, a condition of exercising any Option shall be
the delivery to the Company of such tax waivers and other
documents as the Committee shall determine. In the case of each
non-incentive stock option, a condition of exercising the same
shall be the entry by the person exercising the same into such
arrangements with the Company with respect to withholding as the
Committee may determine.
15. No Stockholder Status.
Neither any Participant nor his legal representatives,
legatees or distributees shall be or be deemed to be the holder
of any share of the Common Stock covered by an Option unless and
until a certificate for such share has been issued. Upon payment
of the purchase price thereof, a share issued upon exercise of an
Option shall be fully paid and non-assessable.
16. No Restrictions on Corporate Acts.
Neither the existence of the Plan nor any Option shall in
any way affect the right or power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the
<PAGE>
Common Stock or the rights thereof, or dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its
assets or business, or any other
corporate act or proceeding whether of a similar character or
otherwise.
17. Declining Market Price.
In the event the fair market value of the Common Stock
declines below the option price set forth in any Option, the
Committee may, at any time, adjust, reduce, cancel and re-grant
any unexercised Option or take any similar action it deems to be
for the benefit of the Participant in light of the declining fair
market value of the Common Stock; provided, however, that none of
the foregoing actions may be taken without the prior approval of
the Board.
18. No Employment Right.
Neither the existence of the Plan nor the grant of any
Option shall require the Company or any Subsidiary to continue
any Participant in the employ of the Company or such Subsidiary.
19. Termination and Amendment of the Plan.
The Board may at any time terminate the Plan or make such
modifications of the Plan as it shall deem advisable; provided,
however, that the Board may not without further approval of the
holders of a majority of the shares of the Common Stock present
in person or by proxy at any special or annual meeting of the
<PAGE>
stockholders, increase the number of shares as to which Options
may be granted under the Plan (as adjusted in accordance with the
provisions of Section 13 hereof), or change the manner of
determining the option prices, or extend the period during which
an Option may be granted or exercised. Except as otherwise
provided in Section 13 hereof, no termination or amendment of the
Plan may, without the consent of the Participant to whom any
Option shall theretofore have been granted, adversely affect the
rights of such Participant under such Option.
20. Expiration and Termination of the Plan.
The Plan shall terminate on April 1, 1997 or at such earlier
time as the Board may determine. Options may be granted under
the Plan at any time and from time to time prior to its
termination. Any Option outstanding under the Plan at the time
of the termination of the Plan shall remain in effect until such Option
shall have been exercised or shall have expired in accordance
with its terms.
21. Options for Outside Directors.
A. A director of the Company who is not an employee of the
Company or a Subsidiary (an "Outside Director") shall be eligible
to receive an Option. Except as otherwise provided in this
Section 21, each such Option shall be subject to all of the terms
and conditions of the Plan.
B. I. At the first meeting of the Board immediately
following each Annual Meeting of the Stockholders of the Company,
<PAGE>
each Outside Director shall be granted an Option, which shall be
a non-incentive stock option, to purchase the number (calculated
to the nearest 100 shares) of shares of the Common Stock derived
by dividing $50,000 by the fair market value (as defined in
Section 7C hereof) of a share of the Common Stock on the date of
grant.
II. The initial per share option price of each
Option granted to an Outside Director shall be equal to the fair
market value of a share of the Common Stock on the date of grant.
III. The term of each Option granted to an Outside Director
shall be ten years from the date of the granting thereof.
IV. All or any portion of the payment required upon the
exercise of an Option granted to an Outside Director may be made
in kind by the delivery of shares of the Common Stock having a
fair market value equal to the portion of the option price so
paid.
C. I. The provisions of Section 12 hereof shall not
be applicable to any Option granted to an Outside Director.
II. In the event an Outside Director ceases to be an
Outside Director prior to his 65th birthday, whether voluntarily
or otherwise but other than by reason of his death, each Option
theretofore granted to him which shall not have theretofore
expired or otherwise been cancelled shall, to the extent not
theretofore exercised, terminate forthwith.
III. In the event an Outside Director ceases to be an
Outside Director after his 65th birthday other than by reason of
his death, each Option theretofore granted to him which shall not
<PAGE>
have theretofore expired or otherwise been cancelled shall become
immediately exercisable in full and shall, to the extent not
theretofore exercised, terminate upon the earlier to occur of the
expiration of three months after the date on which he shall cease
to be an Outside Director and the date of termination specified
in such Option.
IV. In the event of the death of an Outside Director, each
Option theretofore granted to him which shall not have
theretofore expired or otherwise been cancelled shall become
immediately exercisable in full and shall, to the extent not
theretofore exercised, terminate upon the earlier to occur of the
expiration of three months after the date of the qualification of
a representative of his estate and the date of termination
specified in such Option.
D. The provisions of this Section 21 may not be amended
except by the vote of a majority of the members of the Board and
by the vote of a majority of the members of the Board who are not
Outside Directors and the provisions of this Section 21 shall not
be amended more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security
Act of 1974 or the regulations or rules thereunder.
EXHIBIT 5
June 28, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been requested by Phillips-Van Heusen Corporation
(the "Company"), a Delaware corporation, to furnish our opinion
in connection with the registration statement (the "Registration
Statement") on Form S-8, filed with you on the date hereof, with
respect to the registration of an additional 650,000 shares of
the Company's common stock, par value $1.00 per share, for
issuance upon the exercise of options granted under the Company's
1987 Stock Option Plan (all shares being registered are
hereinafter referred to as the "Shares").
We have made such examination as we have deemed necessary
for the purpose of this opinion. Based upon such examination, it
is our opinion that, when the Registration Statement has become
effective under the Securities Act of 1933, and when the Shares
to be issued and sold by the Company have been issued, sold and
paid for in the manner described in said Plan, the Shares will
have been validly issued and will be fully paid and non-
assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ROSENMAN & COLIN
By: Edward H. Cohen
A Partner
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the registration of additional
shares of the Common Stock of Phillips-Van Heusen Corporation to
be issued upon the exercise of options granted under the
Company's 1987 Stock Option Plan of our report dated March 14,
1995 with respect to the consolidated financial statements and
schedules of Phillips-Van Heusen Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended
January 29, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
June 29, 1995
New York, New York
