SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 16, 1996
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-724 13-1166910
(Commission File Number) (IRS Employer Identification Number)
1290 Avenue of the Americas, New York, New York 10104
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 541-5200
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ITEM 5 OTHER EVENTS.
On April 16, 1996, the Board of Directors of Phillips-Van Heusen Corporation
(the "Corporation") authorized the extension, pursuant to Section 7(b) of the
Rights Agreement, dated as of June 10, 1986, as heretofore amended (the "Rights
Agreement"), between the Corporation and The Bank of New York, a New York
banking corporation (the "Rights Agent"), of the rights issued thereunder for a
successive ten year period, commencing from the initial expiration date of June
16, 1996. In accordance with Section 7(b) of the Rights Agreement, the
Corporation, by letter dated June 5, 1996 (attached as Exhibit 1 hereto),
notified the Rights Agent of the extension of the Rights Agreement. The Rights
were initially registered with the Securities and Exchange Commission on Form
8-A, dated June 10, 1986 and declared effective by the Commission on June 18,
1986.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Exhibits:
1. Letter to The Bank of New York, dated June 5, 1996,
notifying the Bank of New York, as Rights Agent under
the Rights Agreement, of the ten year extension of
the rights pursuant to Section 7(b) of the Rights
Agreement.
2
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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 hereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
By /s/ Pamela N. Hootkin
------------------------------
Name: Pamela N. Hootkin
Title: Secretary
Date: June 14, 1996
3
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EXHIBIT INDEX
Exhibit DESCRIPTION
- ------- -----------
1. Letter to The Bank of New York, dated June 5, 1996, notifying
the Bank of New York, as Rights Agent under the Rights
Agreement, of the ten year extension of the rights pursuant to
Section 7(b) of the Rights Agreement.
4
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Exhibit 1
Letter to The Bank of New York, dated June 5, 1996,
notifying the Bank of New York,
as Rights Agent under the Rights Agreement,
of the ten year extension of the rights
pursuant to Section 7(b) of the Rights Agreement.
5
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[LETTERHEAD OF PHILLIPS-VAN HEUSEN CORPORATION]
VIA OVERNIGHT MAIL
June 5, 1996
The Bank of New York
101 Barclay Street
22nd Floor
New York, NY 10286
Attention: Equity Tender and Exchange Department
Re: Rights Agreement
Dear Sirs:
Reference is made to the Rights Agreement, dated as of June 10, 1986, as
heretofore amended (the "Rights Agreement"), between Phillips-Van Heusen
Corporation (the "Company") and The Bank of New York (the "Rights Agent"). In
accordance with Section 7(b) of the Rights Agreement, the Company hereby
notifies the Rights Agent of its determination, pursuant to the approval of the
Company's Board of Directors (the "Board") on April 16, 1996 (a certified copy
of the Board's resolutions is being enclosed herewith), to extend the rights
issued thereunder for a period of ten years commencing with the original
expiration date of June 16, 1996.
Very truly yours,
PHILLIPS-VAN HEUSEN CORPORATION
By: /s/ Pamela N. Hootkin
-----------------------------
Name: Pamela N. Hootkin
Title: Vice President, Treasurer and Secretary
PNH:fmy
cc: Jason Pollack, Esq., Rosenman & Colin
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PHILLIPS-VAN HEUSEN CORPORATION
SECRETARY'S CERTIFICATE
I, Pamela N. Hootkin, being the duly elected, qualified and acting
Secretary of PHILLIPS-VAN HEUSEN CORPORATION (the "Corporation"), a Delaware
corporation, do hereby certify, solely in my capacity as an officer of the
Corporation, as follows:
1. Attached hereto as Exhibit A is a true, complete and correct copy of
the resolutions duly adopted by the Corporation's Board of Directors
at the meeting of the Board of Directors held on April 16, 1996. Said
resolutions are the only resolutions of said Board with respect to the
subject matter thereof, have not been modified or rescinded since
their adoption and are in full force and effect on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this certificate on
behalf of the Corporation as of this 5th day of June 1996.
/s/ Pamela N. Hootkin
----------------------------
Pamela N. Hootkin, Secretary
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EXHIBIT A
Recitals and Resolutions of the Board of Directors
WHEREAS, the rights (the "Rights") issued under the Rights Agreement (the
"Rights Agreement"), dated as of June 10, 1986, as heretofore amended, between
the Company and The Bank of New York (the "Rights Agent"), have an initial
expiration date of June 16, 1996; and
WHEREAS, the Board of Directors deems that it is in the best interests of
the Company to extend the term of the Rights for a successive ten-year period;
NOW, THEREFORE, it is
RESOLVED, that pursuant to Section 7(b) of the Rights Agreement, the
Company hereby extends the Rights for a successive ten-year period from the
initial expiration date of June 16, 1996;
RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized, empowered and directed to execute and deliver a
letter to the Rights Agent, pursuant to Section 7(b) of the Rights
Agreement, notifying the Rights Agent of the Company's decision to extend
the Rights for a successive ten-year period from the initial expiration
date of June 16, 1996; and
RESOLVED, that each of the appropriate officers of the Company be, and
each of them hereby is, authorized, empowered and directed to take all such
further action and to execute, deliver, certify and file all such further
instruments and documents, in the name and on behalf of the Company, under
its corporate seal or otherwise, and to pay all such costs and expenses as
such officers shall approve as necessary or advisable to carry out the
intent and accomplish the purpose of the foregoing resolutions and the
transactions contemplated thereby.
