<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PHILLIPS-VAN HEUSEN CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
PHILLIPS-VAN HEUSEN CORPORATION
(NAME OF PERSON FILING PROXY STATEMENT)
- --------------------------------------------------------------------------------
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
COMMON STOCK, PAR VALUE $1.00
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11: 1
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
N/A
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ------------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
The Annual Meeting of Stockholders of PHILLIPS-VAN HEUSEN CORPORATION (the
'Company'), a Delaware corporation, will be held at the offices of Chase
Securities Inc., 270 Park Avenue, Third Floor Auditorium, New York, New York,
on Thursday, June 18, 1998, at 10:00 A.M., for the following purposes:
(1) To elect 13 directors of the Company to serve for a term of one
year;
(2) To consider and act upon a proposal to ratify the appointment of
auditors for the Company to serve for the current fiscal year; and
(3) To consider and act upon such other matters as may properly come
before the meeting.
Only stockholders of record at the close of business on April 20, 1998 are
entitled to vote at the meeting.
Attendance at the meeting will be limited to holders of record of the
Company's Common Stock or their proxies, beneficial owners having evidence of
ownership, and guests of the Company. If you hold stock through a bank or
broker, a copy of an account statement from your bank or broker as of the
record date will suffice as evidence of ownership.
You are requested to fill in, date and sign the enclosed proxy, which is
solicited by the Board of Directors of the Company, and to mail it promptly in
the enclosed envelope.
By order of the Board of Directors,
PAMELA N. HOOTKIN
Secretary
New York, New York
May 11, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 18, 1998
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PHILLIPS-VAN HEUSEN CORPORATION (the
'Company') to be used at the Annual Meeting of Stockholders of the Company
which will be held at the offices of Chase Securities Inc., 270 Park Avenue,
Third Floor Auditorium, New York, New York, on Thursday, June 18, 1998, at 10:00
A.M., and at any adjournments thereof.
The principal executive offices of the Company are at 1290 Avenue of the
Americas, New York, New York 10104. The approximate date on which this Proxy
Statement and the enclosed form of proxy were first sent or given to
stockholders was May 11, 1998.
Stockholders who execute proxies retain the right to revoke them at any
time by notice in writing to the Secretary of the Company, by revocation in
person at the meeting or by presenting a later dated proxy. Unless so revoked,
the shares represented by proxies will be voted at the meeting. The shares
represented by the proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein. Stockholders
vote at the meeting by casting ballots (in person or by proxy) which are
tabulated by a person who is appointed by the Board of Directors before the
meeting to serve as inspector of elections at the meeting and who has executed
and verified an oath of office. Abstentions and broker 'non-votes' are included
in the determination of the number of shares present at the meeting for quorum
purposes. Abstentions will have the same effect as negative votes, except that
abstentions will have no effect on the election of directors because directors
are elected by a plurality of the votes cast. Broker 'non-votes' are not
counted in the tabulations of the votes cast on proposals presented to
stockholders because shares held by a broker are not considered to be entitled
to vote on matters as to which broker authority is withheld. A broker
'non-vote' occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that item and has not received instructions from
the beneficial owner.
Stockholders of record at the close of business on April 20, 1998 will be
entitled to one vote for each share of the Company's Common Stock (the 'Common
Stock') then held. There were outstanding on such date 27,188,644 shares of
Common Stock. The Common Stock is the only outstanding class of voting stock of
the Company.
The rights to purchase shares of the Company's Series A Cumulative
Participating Preferred Stock, which automatically trade with the Common Stock,
do not vote. Such rights become exercisable, unless they theretofore have been
redeemed or have expired, 10 days after a person or affiliated or associated
group acquires 20% or more of the Common Stock in a transaction not previously
approved by the Company's Board of Directors or commences a tender offer for
30% or more of the Common Stock.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents certain information with respect to the
persons who are known to the Company to be the beneficial owners of more than
five percent of the Common Stock as of April 20, 1998. Except as otherwise
indicated, the persons listed below have advised the Company that they have
sole voting and investment power with respect to the shares listed as owned by
them.
<TABLE>
<CAPTION>
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- ------------------------------------------ ------------ ----------
<S> <C> <C>
The Crabbe Huson Group, Inc.(1) .......... 4,844,300 17.7%
121 SW Morrison
Suite 1400
Portland, Oregon 97204
Vaneton International, Inc.(2) ........... 2,860,001 10.4
P.O. Box 3340
Road Town
Tortola, British Virgin Islands
Mellon Bank Corporation(3) ............... 1,796,453 6.6
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Wachovia Corporation(4) .................. 1,398,044 5.1
100 North Main Street
Winston-Salem, North Carolina 27150-3099
</TABLE>
- ---------------
(1) The Crabbe Huson Group, Inc. ('CHG') is a registered investment
advisor which shares voting and dispositive power with approximately
60 investors for which it serves as investment advisor with respect to
the 4,844,300 shares of Common Stock owned by such investors. CHG
disclaims beneficial ownership of all shares owned by such investors.
Information as to the shares of Common Stock owned by CHG is as set
forth in a Schedule 13G dated February 2, 1998 and filed with the
Securities and Exchange Commission.
(2) Dr. Richard Lee, 6/F TAL Building, 49 Austin Road, Kowloon, Hong Kong,
may be deemed to beneficially own the 2,860,001 shares of Common Stock
owned of record by Vaneton International, Inc. Dr. Richard Lee and
Vaneton International, Inc. have shared voting and dispositive power
over such shares. Information as to the shares of Common Stock
beneficially owned by Vaneton International, Inc. and Dr. Richard Lee
is as of March 5, 1998 and as set forth in information filed with the
Company.
(3) Mellon Bank Corporation ('MBC') is the parent company of Boston Group
Holdings, Inc. ('BGH') which is the parent company of The Boston
Company, Inc. ('TBC'). Each of BGH and TBC may be deemed to be the
beneficial owner of 1,427,155 shares of Common Stock (5.3% of the
class). Each of MBC, BGH and TBC has disclaimed beneficial ownership
of such shares. Information as to the shares of Common Stock
beneficially owned by MBC, BGH and TBC is as set forth in a Schedule
13G dated January 23, 1998 and filed with the Securities and Exchange
Commission.
(4) Includes all shares held by Wachovia Bank, N.A. as trustee under the
Master Trust Agreement relating to the Company's Associates Investment
Plan and its Associates Investment Plan for Residents of the
Commonwealth of Puerto Rico. Wachovia Bank, N.A. does not have
dispositive power as to the shares of Common Stock beneficially owned
by it. The trustee and its parent, Wachovia Corporation, disclaim
beneficial ownership of all shares held by the Master Trust.
Information as to the shares of Common Stock beneficially owned by
Wachovia Bank, N.A. is as of December 31, 1997 and as set forth in a
Schedule 13G filed with the Securities and Exchange Commission.
2
<PAGE>
The following table presents certain information with respect to the
number of shares of Common Stock beneficially owned by each of the directors
and nominees for director of the Company, the chief executive officer, the four
most highly compensated executive officers of the Company other than the chief
executive officer, and all of the directors, nominees for director and
executive officers of the Company as a group as of April 20, 1998.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS
- -------------------------------------------------- ------------ ----------
<S> <C> <C>
Michael J. Blitzer................................ 10,668 *
Emanuel Chirico................................... 6,959 *
Edward H. Cohen................................... 14,963 *
Joseph B. Fuller.................................. 4,463 *
Joel H. Goldberg.................................. 20,000 *
Marc Grosman...................................... 0 *
Dennis F. Hightower............................... 1,500 *
Bruce J. Klatsky.................................. 88,211 *
Maria Elena Lagomasino............................ 2,777 *
Harry N.S. Lee(2)................................. 2,129 *
Bruce Maggin...................................... 28,463 *
Sylvia M. Rhone................................... 0 *
Allen E. Sirkin................................... 36,721 *
Peter J. Solomon.................................. 20,963 *
Mark Weber........................................ 47,717 *
Irwin W. Winter................................... 49,160 *
All directors, nominees for director and executive
officers as a group (16 persons)................ 334,694 1.2%
</TABLE>
- ---------------
* Less than 1% of class.
(1) The figures in the table are based on information furnished to the
Company by the directors, nominees for director and executive
officers. The figures do not include the shares held in the Master
Trust for the executive officers by virtue of their participation in
the Company's Associates Investment Plan. Except as otherwise
indicated, each of the directors, nominees and executive officers has
sole voting and investment power with respect to the shares listed as
owned by them.
(2) Harry N.S. Lee is a director of Vaneton International, Inc. which
beneficially owns 2,860,001 shares (10.4%) of Common Stock. See the
prior table for certain information regarding Vaneton International,
Inc.
The figures in the foregoing table include 190 shares held by Bruce J.
Klatsky's child and by Mr. Klatsky's wife as custodian for his child, as to
which Mr. Klatsky has disclaimed beneficial ownership, 8,000 shares held by
Bruce Maggin as custodian for his children, as to which Mr. Maggin has
disclaimed beneficial ownership, and 100 shares held by Mr. Sirkin's wife as
custodian for one of Mr. Sirkin's children, as to which Mr. Sirkin has
disclaimed beneficial ownership.
The foregoing table also includes shares which the following directors and
executive officers have the right to acquire within 60 days upon the exercise
of options granted under the Company's stock option plans: Michael J. Blitzer,
10,668 shares; Emanuel Chirico, 6,459 shares; Edward H. Cohen, 8,963 shares;
Joseph B. Fuller, 3,963 shares; Joel H. Goldberg, 20,000 shares; Bruce J.
Klatsky, 39,353 shares; Maria Elena Lagomasino, 2,577 shares; Harry N.S. Lee,
1,129 shares; Bruce Maggin, 8,963 shares; Allen E. Sirkin, 36,621 shares; Peter
J. Solomon, 8,963 shares; Mark Weber, 30,217 shares; Irwin W. Winter, 30,635
shares; and all directors, nominees for director and executive officers as a
group, including the foregoing, 208,511 shares.
3
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors currently consists of 13 members, all of one class.
All members of the Board are elected by the stockholders at the annual meeting
of stockholders of the Company for a term of one year or until their successors
are elected and qualified.
The election of directors requires the affirmative vote of a plurality of
the shares of Common Stock present in person or by proxy at the meeting. At
this time, the Board of Directors knows of no reason why any nominee might be
unable to serve. There is no arrangement or understanding between any director
or nominee and any other person pursuant to which such person was selected as a
director or nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE 13
NOMINEES NAMED BELOW. PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED IN THE PROXY.
The following 13 nominees are currently Company directors whose terms of
office expire at the meeting. All of these individuals have previously been
elected directors of the Company by the stockholders, except for Mark Weber who
was elected as a director by the Board of Directors in March 1998.
<TABLE>
<CAPTION>
YEAR
BECAME A
NAME PRINCIPAL OCCUPATION AGE DIRECTOR
- ---------------------------------------------- ---------------------------------------------- --- --------
<S> <C> <C> <C>
Edward H. Cohen............................... Senior Partner of Rosenman & Colin LLP, a law 59 1987
firm
Joseph B. Fuller.............................. Director of Monitor Company, a management 41 1991
consulting firm
Joel H. Goldberg.............................. President of Career Consultants, Inc., a 54 1997
management consulting firm
Marc Grosman.................................. Founder and Chief Executive Officer of Marc 46 1997
Laurent SA, the owner of a chain of European
apparel stores which trade under the name
CELIO
Dennis F. Hightower........................... Professor of Management, Harvard University 56 1997
Graduate School of Business Administration
Bruce J. Klatsky.............................. Chairman and Chief Executive Officer of the 49 1985
Company
Maria Elena Lagomasino........................ Senior Managing Director, Chase Manhattan 49 1993
Bank, N.A.
Harry N.S. Lee................................ Managing Director of TAL Apparel Limited, an 55 1995
apparel manufacturer and exporter based in
Hong Kong
Bruce Maggin.................................. Principal of The H.A.M. Media Group, LLC, a 55 1987
media investment company
Sylvia M. Rhone............................... Chairman and Chief Executive Officer of the 46 1997
Elektra Entertainment Group of Time-Warner
Inc.
Peter J. Solomon.............................. Chairman of Peter J. Solomon Company, Ltd., 59 1987
an investment banking firm
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR
BECAME A
NAME PRINCIPAL OCCUPATION AGE DIRECTOR
- ---------------------------------------------- ---------------------------------------------- --- --------
<S> <C> <C> <C>
Mark Weber.................................... President and Chief Operating Officer of the 49 1998
Company
Irwin W. Winter............................... Executive Vice President and Chief Financial 64 1987
Officer of the Company
</TABLE>
Mr. Cohen is also a director of Franklin Electronic Publishers, Inc. Mr.
Goldberg is also a director of Merrimac Industries. Mr. Grosman is also a
director of the Aigle SA. Mr. Hightower is also a director of The TJX Companies
Inc., Northwest Airlines Corp., Inc. and Pan Am Sat Corporation. Mr. Maggin is
also a director of Dove Entertainment, Inc. Mr. Solomon is also a director of
Centennial Cellular Corp., General Cigar Holdings, Inc., Monro Muffler Brake,
Inc. and Office Depot, Inc. Mr. Winter is also a director of Trend-Lines, Inc.
Each of the directors has been engaged in the principal occupation
indicated in the foregoing table for more than the past five years, except Mr.
Klatsky, who was elected Chief Executive Officer of the Company in June 1993
and Chairman of the Board in June 1994, Mr. Maggin, who, until October 1996,
was Executive Vice President of Multimedia Group, Capital Cities/ABC, Inc., Mr.
Hightower, who until June 1996 was President of Walt Disney Television and
Telecommunications and prior to 1995 was President, Consumer Products Europe,
Middle East and Africa, of The Walt Disney Company, and Mr. Weber, who was
elected President and Chief Operating Officer of the Company in March 1998,
having served as Vice Chairman of the Company for the prior three years and as
a Vice President of the Company for the prior seven years.
No family relationship exists between any director or executive officer of
the Company.
The Board of Directors of the Company has standing Audit and Compensation
Committees; it does not have a standing Nominating Committee. The Audit
Committee, composed of Messrs. Cohen, Hightower and Maggin, is charged with
recommending annually to the Board of Directors the independent auditors to be
retained by the Company, reviewing the audit plan with the auditors, reviewing
the results of the audit with the officers of the Company and its auditors and
reviewing with the officers and internal auditors of the Company the scope and
nature of the Company's internal audit function. The Audit Committee held three
meetings during the fiscal year ended February 1, 1998. The Compensation
Committee, composed of Messrs. Fuller and Solomon and Ms. Lagomasino, is charged
with setting the compensation of all executive officers, administering the
Company's existing incentive compensation plans and (subject to approval by the
Board of Directors) recommending new incentive compensation plans and
implementing changes and improvements to existing incentive compensation plans.
The Compensation Committee held two meetings during the fiscal year ended
February 1, 1998.
During the fiscal year ended February 1, 1998, there were six meetings of
the Board of Directors. All of the directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and the Committees of
the Board of Directors on which they served.
The Company will consider for election to the Board of Directors a nominee
recommended by a stockholder if the recommendation is made in writing and
includes (i) the qualifications of the proposed nominee to serve on the Board
of Directors, (ii) the principal occupations and employment of the proposed
nominee during the past five years, (iii) each directorship currently held by
the proposed nominee and (iv) a statement that the proposed nominee has
consented to the nomination. The recommendation should be addressed to the
Secretary of the Company.
5
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of the filings furnished to the Company pursuant to
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 and on
representations from its executive officers and directors, all filing
requirements of Section 16(a) of said Act were complied with during the fiscal
year ended February 1, 1998.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes all plan and non-plan compensation awarded
to, earned by, or paid to the Company's chief executive officer and its four
most highly compensated executive officers, other than the chief executive
officer (together, the 'Named Executive Officers'), for services rendered in
all capacities to the Company and its subsidiaries for each of the Company's
last three fiscal years, ended February 1, 1998, February 2, 1997 and January
28, 1996 (fiscal years 1997, 1996 and 1995, respectively).
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL
COMPENSATION AWARDS ALL OTHER
------------ ------------ COMPENSATION(1)
NAME AND FISCAL SALARY OPTIONS -------------
PRINCIPAL POSITION YEAR $ # $
- ------------------------------------------------------- ------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Michael J. Blitzer..................................... 1997 475,000 20,000 21,864
Senior Vice President, 1996 456,250 15,000 20,827
Phillips-Van Heusen Corporation 1995 383,333 7,500 16,593
Bruce J. Klatsky....................................... 1997 850,000 60,000 63,497
Chairman, 1996 850,000 35,000 60,324
Phillips-Van Heusen Corporation 1995 816,666 20,000 56,427
Allen E. Sirkin........................................ 1997 650,000 30,000 27,536
Vice Chairman, 1996 650,000 25,000 26,640
Phillips-Van Heusen Corporation 1995 633,333 15,000 24,093
Mark Weber(2).......................................... 1997 600,000 30,000 25,855
Vice Chairman, 1996 575,000 25,000 24,390
Phillips-Van Heusen Corporation 1995 491,666 7,500 19,763
Irwin W. Winter........................................ 1997 500,000 30,000 25,504
Executive Vice President, 1996 500,000 25,000 22,140
Phillips-Van Heusen Corporation 1995 491,666 15,000 19,843
</TABLE>
No bonuses, other annual compensation, restricted stock awards, stock
appreciation rights ('SARs') or long-term incentive plan ('LTIP') payouts (all
as defined in the proxy regulations of the Securities and Exchange Commission)
were awarded to, earned by, or paid to the Named Executive Officers during any
of the Company's last three fiscal years.
- ---------------
(1) All Other Compensation includes payments or contributions required by
the Company's Associates Investment Plan and Supplemental Savings
Plan, Executive Medical Reimbursement Insurance Plan and Educational
Benefit Trust.
Under the combination of the Company's Associates Investment Plan and
its Associates Investment Plan for Residents of the Commonwealth of
Puerto Rico, each employee, including the Named Executive Officers,
eligible to participate may authorize his or her employer to
(Footnotes continued on next page)
6
<PAGE>
(Footnotes continued from previous page)
withhold a specified percentage of his or her compensation, up to 6% in
the case of certain management and highly compensated employees,
including the Named Executive Officers, and otherwise up to 15% (subject
to certain limitations). Under the Supplemental Savings Plan applicable
to certain management and highly compensated employees, each employee,
including the Named Executive Officers, eligible to participate may
currently authorize his or her employer to withhold a specified
percentage of his or her compensation, up to 15% after deductions for
contributions to the Company's Associates Investment Plans. The Company
or its subsidiaries will contribute an amount equal to 50% of an
employee's contribution up to a maximum of 3% of such employee's total
compensation.
The entire amount contributed by the Company will be invested in Common
Stock and the amount contributed by the employee will be invested, in
the employee's sole direction, in up to six investment funds (including
up to 25% in additional Common Stock), except that, in the case of the
Supplemental Savings Plan, the Company's contribution will be in the
form of phantom shares of Common Stock and the employee's contribution
will earn interest at the same rate as is paid on 10-year United States
Treasury bonds, except for certain employee contributions made prior to
July 1, 1995 which were invested in the form of phantom shares of Common
Stock. A participant's interest in the amounts arising out of employer
contributions vests after the earlier of five years, at age 65 or upon
disability or death. In fiscal years 1997, 1996 and 1995, respectively,
the Company made contributions which are reflected under this column in
the amounts of $14,724, $13,687 and $11,500 for Michael J. Blitzer,
$26,826, $25,500 and $24,500 for Bruce J. Klatsky, $20,396, $19,500 and
$19,000 for Allen E. Sirkin, $18,715, $17,250 and $14,670 for Mark Weber
and $18,364, $15,000 and $14,750 for Irwin W. Winter.
The Company's Executive Medical Reimbursement Insurance Plan covers
eligible employees for most medical charges up to a specified annual
maximum. During fiscal years 1997, 1996 and 1995, respectively, the
Company incurred the following annual premiums for single or family
coverage for the Named Executive Officers which are reflected under this
column: Michael J. Blitzer--$7,140, $7,140 and $5,093; Bruce J.
Klatsky--$7,140, $7,140 and $5,093; Allen E. Sirkin--$7,140, $7,140 and
$5,093; Mark Weber--$7,140, $7,140 and $5,093; and Irwin W.
Winter--$7,140, $7,140 and $5,093.
Under the Company's Educational Benefit Trust, children of eligible
employees received reimbursement of tuition and room and board charges
while attending an accredited college or vocational school. The plan was
terminated in 1986 except with respect to children who were then covered
by the plan. For fiscal years 1997, 1996 and 1995, the education
benefits received by Mr. Klatsky's son, the only child of a Named
Executive Officer who in this period was eligible to receive benefits
under the plan, are reflected under this column and totalled $29,531,
$27,684 and $26,834, respectively.
(2) Mr. Weber was elected President and Chief Operating Officer in March
1998.
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to grants of stock
options to purchase Common Stock pursuant to the Company's 1997 Stock Option
Plan (the 'Option Plan') granted to the Named Executive Officers during the
fiscal year ended February 1, 1998. No stock appreciation rights have been
granted by the Company.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR
GRANTED TO OPTION TERM
OPTIONS EMPLOYEES EXERCISE ------------------------
GRANTED(1) IN FISCAL PRICE EXPIRATION 5% 10%
NAME # YEAR $/SH DATE $ $
- ------------------------- ---------- ---------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Blitzer....... 20,000 2.4 14.25 6/17/07 179,200 424,200
Bruce J. Klatsky......... 60,000 7.3 14.25 6/17/07 537,600 1,362,600
Allen E. Sirkin.......... 30,000 3.7 14.25 6/17/07 268,300 681,300
Mark Weber............... 30,000 3.7 14.25 6/17/07 268,300 681,300
Irwin W. Winter.......... 30,000 3.7 14.25 6/17/07 268,300 681,300
All stockholders(2)...... N/A N/A N/A N/A 242,616,855 614,936,247
</TABLE>
- ------------------
(1) All options granted to the Named Executive Officers in the fiscal year
ended February 1, 1998 were granted on June 17, 1997. One third of the
outstanding options granted to each person become exercisable on each
of the third, fourth and fifth anniversaries of the grant date.
(2) These figures were calculated assuming that the price of the
27,077,774 shares of Common Stock outstanding on June 17, 1997
increased from $14.25 per share at a compound rate of 5% and 10% per
year for 10 years. The purpose of including this information is to
indicate the potential realizable value at the assumed annual rates of
stock price appreciation for the option term for all of the Company's
stockholders.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth information with respect to option
exercises during the fiscal year ended February 1, 1998 by the Named Executive
Officers and with respect to the value at February 1, 1998 of unexercised stock
options held by the Named Executive Officers. No stock appreciation rights have
been granted by the Company.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
ACQUIRED ON VALUE -------------------------- --------------------------
EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME # $ # $
- ---------------------------- ----------- -------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Blitzer.......... -- -- 7,712 43,751 5,638 --
Bruce J. Klatsky............ -- -- 31,135 119,372 8,748 --
Allen E. Sirkin............. -- -- 30,587 72,773 101,680 --
Mark Weber.................. 10,000 89,375 26,897 64,470 98,128 --
Irwin W. Winter............. 10,000 78,000 24,652 72,644 60,939 --
</TABLE>
- ------------------
(1) Fair market value at fiscal year-end of securities underlying the
options minus the exercise price of the options.
8
<PAGE>
PENSION PLAN TABLE
The following table sets forth the aggregate estimated annual benefits
payable, upon retirement at age 65, to employees under the combination of the
pension plan for salaried employees and a supplemental defined benefit plan
applicable to certain management and highly compensated employees (including
the Named Executive Officers), in various compensation and years-of-service
classifications, assuming that the Social Security maximum limit does not
change from its present level of $68,400.
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION -------------------------------------------
$ 15 20 25 30 35
- ---------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
175,000 34,551 45,498 56,253 66,900 77,487
275,000 57,051 75,498 93,753 111,900 129,987
375,000 79,551 105,498 131,253 156,900 182,487
475,000 102,051 135,498 168,753 201,900 234,987
575,000 124,551 165,498 206,253 246,900 287,487
675,000 147,051 195,498 243,753 291,900 339,987
775,000 169,551 225,498 281,253 336,900 392,487
875,000 192,051 255,498 318,753 381,900 444,987
975,000 214,551 285,498 356,253 426,900 497,487
1,000,000 220,176 292,998 365,628 438,150 510,612
</TABLE>
The benefits under the Company's pension plans are generally based on a
participant's career average compensation (except that pre-1994 benefits are
based on pre-1994 high five-year average compensation and exclude bonuses).
Absent any election by a participant of an optional form of benefit, benefits
under the pension plans become payable at the time of retirement, normally at
age 65; such benefits under the pension plans for salaried employees are payable
monthly for the life of the participant and, in most cases, for the life of such
participant's surviving spouse, and benefits under the supplemental defined
benefit plan are payable in a lump sum. Notwithstanding the method of payment of
benefits under the pension plans, the amounts shown in the above table are shown
in the actuarial equivalent amount of a life annuity. The benefits listed above
are not subject to any deduction for social security or other offset amounts.
The credited years of service under the pension plans, as of February 1,
1998, for each of the Named Executive Officers is set forth in the following
table.
<TABLE>
<CAPTION>
CREDITED YEARS
NAME OF SERVICE
- ---------------------------------------------------------------------------- --------------
<S> <C>
Michael J. Blitzer.......................................................... 17
Bruce J. Klatsky............................................................ 25
Allen E. Sirkin............................................................. 11
Mark Weber.................................................................. 25
Irwin W. Winter............................................................. 10
</TABLE>
9
<PAGE>
10-YEAR OPTION REPRICINGS
The following table sets forth information with respect to the executive
officers of the Company relating to a 'like-value exchange' of certain options
previously awarded to employees during fiscal year 1996. All optionees were
given the opportunity to exchange certain options for new options which had a
value equal to the old options, but were for fewer shares, at the then current
stock price and with the same term as the remaining term of the old options.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF MARKET SECURITIES LENGTH OF
SECURITIES PRICE OF EXERCISE UNDERLYING ORIGINAL
UNDERLYING STOCK AT PRICE AT NEW OPTIONS OPTION TERM
OPTIONS TIME OF TIME OF EXERCISE AFTER REMAINING
NAME AND PRINCIPAL DATE OF EXCHANGED EXCHANGE EXCHANGE PRICE EXCHANGE AT DATE OF
POSITION EXCHANGE # $ $ $ # EXCHANGE
- ---------------------------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Blitzer ......... 7/10/96 2,700 $ 12.25 $ 22.375 $ 12.25 1,674 5.9 years
Senior Vice President 7/10/96 2,070 $12.25 $31.625 $12.25 1,014 7.2 years
7/10/96 2,320 $12.25 $27.875 $12.25 1,369 7.9 years
Emanuel Chirico ............ 7/10/96 10,000 $ 12.25 $ 33.375 $ 12.25 4,800 7.3 years
Vice President 7/10/96 1,930 $12.25 $27.875 $12.25 1,139 7.9 years
Bruce J. Klatsky ........... 7/10/96 8,840 $ 12.25 $ 22.375 $ 12.25 5,481 5.9 years
Chairman 7/10/96 7,760 $12.25 $31.625 $12.25 3,803 7.2 years
7/10/96 7,890 $12.25 $27.875 $12.25 4,655 7.9 years
Allen E. Sirkin ............ 7/10/96 4,910 $ 12.25 $ 22.375 $ 12.25 3,044 5.9 years
Vice Chairman 7/10/96 4,310 $12.25 $31.625 $12.25 2,112 7.2 years
7/10/96 5,260 $12.25 $27.875 $12.25 3,103 7.9 years
Mark Weber(1) .............. 7/10/96 3,440 $ 12.25 $ 22.375 $ 12.25 2,133 5.9 years
Vice Chairman 7/10/96 3,670 $12.25 $31.625 $12.25 1,798 7.2 years
7/10/96 4,170 $12.25 $27.875 $12.25 2,460 7.9 years
Irwin W. Winter ............ 7/10/96 5,160 $ 12.25 $ 22.375 $ 12.25 3,199 5.9 years
Executive Vice President 7/10/96 4,140 $12.25 $31.625 $12.25 2,029 7.2 years
7/10/96 5,000 $12.25 $27.875 $12.25 2,950 7.9 years
</TABLE>
- ---------------
(1) Mr. Weber was elected President and Chief Operating Officer in March
1998.
COMPENSATION OF DIRECTORS
Each director of the Company who is not an employee of the Company or any
of its subsidiaries receives a fee of $20,000 for his or her services as a
director of the Company and $1,000 for each Board meeting attended. Each
director who is a member of the Audit Committee or the Compensation Committee
receives an additional fee of $2,500. Pursuant to the Option Plan, each outside
director is entitled to receive, on an annual basis, a non-incentive option to
purchase 4,000 shares of Common Stock at the fair market value on the date of
grant.
The law firm of Rosenman & Colin LLP, of which Mr. Cohen is a senior
partner, was engaged as the Company's general outside counsel for the fiscal
year ended February 1, 1998 and will continue to be so engaged for the fiscal
year ending January 31, 1999.
During the fiscal year ended February 1, 1998, Career Consultants Inc. and
S & K Associates, Inc. were paid an aggregate of $391,989 for management
consulting and recruiting services they provided to the Company. Mr. Goldberg
owns more than 50% of the stock of each of these companies.
TAL Apparel Limited, of which Mr. Lee is a director, has been, and
continues to be, one of the principal manufacturers of the Company's apparel
products. During the fiscal year ended February 1, 1998, the Company purchased
approximately $26,600,000 of products and services from TAL Apparel Limited and
certain related companies.
10
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company has had in effect since 1987 a Special Severance Benefit Plan
which currently provides benefits for 15 key employees of the Company and its
subsidiaries, including the Named Executive Officers. Upon the termination of
employment by any participant within two years after a change in control of the
Company (as defined in the Plan), the participant receives a lump sum payment in
an amount generally equal to three times the average annual total cash
compensation paid to or accrued for him or her during the two-year period
preceding the date of termination. In addition, the Company has agreed to
indemnify each participant in the Plan against any and all liabilities he or she
may incur under Section 4999(a) of the Internal Revenue Code (relating to excise
taxes on excess parachute payments), including any income taxes and/or
additional excise taxes applicable to such indemnification payment. Mr. Klatsky
is also entitled to the payment under the Plan (i) if he is not continued as the
Company's chief executive officer and Chairman of the Board prior to his
retirement as an employee of the Company, (ii) in the event of the appointment
by the directors of an officer or the hiring by the directors of an employee
with authority equal or superior to the authority of Mr. Klatsky at any time
prior to his retirement as an employee of the Company, or (iii) if the Company
fails to maintain the terms and conditions of Mr. Klatsky's employment,
including a minimum level of compensation, as such existed on April 28, 1993.
Certain other plans of the Company in which certain of the Named Executive
Officers participate provide for benefits upon the occurrence of a change in
control of the Company. The Company's Capital Accumulation Plan, under which
participants remaining in the employ of the Company until established target
dates earn specified dollar amounts, provides that if a participant's employment
with the Company is terminated following a change in control of the Company, the
full undiscounted value of the future payments to be made to the participant
under the Plan becomes immediately payable in a lump sum. Further, each
participant's rights are subject to non-competition and non-disclosure
restrictions which automatically terminate upon a change in control of the
Company. Upon a change in control of the Company, all options which were
previously granted under the Company's option plans and which have not expired
or been otherwise cancelled become immediately exercisable in full (regardless
of whether such options have fully vested).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended February 1, 1998, the members of the
Compensation Committee consisted of, from February 2, 1997 to June 17, 1997,
Maria Elena Lagomasino, Bruce Maggin, Ellis E. Meredith and Steven L. Osterweis
and, from June 18, 1997 to February 1, 1998, Maria Elena Lagomasino, Joseph B.
Fuller and Peter J. Solomon. There were no interlocks or insider participations
as defined in the proxy regulations of the Securities and Exchange Commission.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee's responsibility is to set the compensation of
all executive officers, administer the Company's existing incentive compensation
plans and (subject to approval by the Board of Directors) recommend new
incentive compensation plans and implement changes and improvements to existing
incentive compensation plans.
OVERALL POLICY. The Compensation Committee believes that the Company's
executive officers constitute a highly qualified management team who have
largely been responsible for the Company's success. The Compensation Committee
has structured the Company's compensation program (1) primarily to compensate
its executive officers on an annual basis with a stable, secure cash salary at a
sufficiently high level to retain and motivate these officers, (2) to provide
short-term incentives to attain certain earnings targets through an annual bonus
program, (3) to link a portion of its executive officers' compensation through
stock options to long-term increases in value created for the Company's
stockholders by the efforts of these officers and (4) to be consistent with the
Company's high ethical standards. Although the
11
<PAGE>
Company's compensation program does not rely, to any significant extent, on
fringe benefits or perquisites, its fringe benefit plans are generally
competitive. The Company believes that it has a reputation for providing a
reasonably high level of job security in an industry known for high levels of
executive turnover.
The Compensation Committee reviews annually the Company's executive
compensation package, taking into account corporate performance, stock price
performance and total return to stockholders, as well as industry conditions,
recommendations of the Company's chief executive officer and compensation
awarded to executives in other companies, especially those involved in the
apparel, footwear and specialty retail industries. In establishing future
executive compensation packages, the Compensation Committee may adopt additional
long-term incentive and/or annual bonus plans to meet the needs of changing
employment markets and economic, accounting and tax conditions. In determining
the compensation of an individual executive, the Compensation Committee intends
to take into account the performance of the executive and the full compensation
package afforded by the Company to him or her, including pension benefits,
insurance and other benefits. The views of Bruce J. Klatsky, as chief executive
officer, are considered by the Compensation Committee in their review of the
performance and compensation of individual executives.
BASE SALARIES. Annual salaries are determined by evaluating the
performance of the Company and of each executive. In the case of executives with
responsibility for particular operations of the Company, the financial results
of those operations are also considered. In evaluating overall performance and
results of particular operations of the Company, the Compensation Committee
reviews the extent to which the Company or the particular operations achieved
budgeted estimates for sales, gross and after-tax margins and earnings per share
presented to and reviewed by the Board for the fiscal year, and the Company's
sales and earnings results compared to those of many public peer companies
(including companies that are part of the Line of Business Index). Where
appropriate, the Compensation Committee considers non-financial performance
measures, including market share increases, manufacturing and distribution
efficiency gains, improvements in product quality, improvements in relations
with customers and suppliers and a demonstrated commitment to the welfare and
dignity of the Company's associates. Also considered are years of service to the
Company. Finally, the Compensation Committee takes into account the relative
salaries of the executive officers and determines what it believes are
appropriate compensation level distinctions among the executive officers and
between the executive officers, on the one hand, and the Company's chief
executive officer, on the other hand. There is no specific relationship between
achieving or failing to achieve the budgeted estimates or the Company's relative
results and the annual salaries determined by the Compensation Committee for any
of the Named Executive Officers. No specific weight is attributed to any of the
factors considered by the Compensation Committee; the Compensation Committee
considers all factors and makes a subjective determination, based upon the
experience of its members and the recommendations of the Company's chief
executive officer, of appropriate compensation levels.
In determining the base salary of Bruce J. Klatsky, as chief executive
officer for the fiscal year ended February 1, 1998, the Compensation Committee
took into account the salaries of chief executive officers of many public peer
companies (including companies that are part of the Line of Business Index) and
private peer companies known to the members of the Committee, the performance of
the Common Stock over the prior several years and the assessment by the
Compensation Committee of Mr. Klatsky's individual performance. In evaluating
whether the Company achieved its financial goals, the Compensation Committee
reviewed the extent to which the Company achieved budgeted estimates for sales,
gross and after-tax margins and earnings per share presented to and reviewed by
the Board and the Company's sales and earnings results compared to those of many
public peer companies (including companies that are part of the Line of Business
Index). The Compensation Committee also reviewed several compensation surveys in
determining Mr. Klatsky's compensation package.
SENIOR MANAGEMENT BONUS PROGRAM. Based upon the Compensation Committee's
recommendation, the Board adopted a senior management bonus program under which
17 eligible senior management executives may receive a bonus based on (a) for
members of the Company's Operating Committee and Corporate/Logistics Group,
earnings targets for the Company as a whole and (b) for division presidents,
12
<PAGE>
earnings targets for their respective divisions. Participants for the fiscal
year were selected by the Board during the first quarter of the fiscal year. In
order to remain eligible to receive a bonus, a participant must be employed by
the Company on the last day of the vesting period described below. In the event
of the death of a participant during the fiscal year, his or her estate will
receive the bonus, if any, payable to the participant for the fiscal year, pro
rated to reflect the portion of the year worked by the participant. Threshold,
budget and maximum earnings targets were set by the Board during the first
quarter of the fiscal year, and bonus payments will be calculated in relation to
the extent to which earnings fall within the target range. The amount of the
bonus payment will be a varying percentage of a participant's base salary. The
amount of a participant's bonus payment, if any, for the fiscal year will be
determined by the end of the first quarter of the succeeding fiscal year.
Payment of such bonus will be subject to a one year vesting period, ending the
last day of the succeeding fiscal year. Interest will accrue on any unpaid bonus
amounts beginning with the first day of the second quarter of the succeeding
fiscal year.
For the fiscal year ended February 1, 1998, two senior management
executives, neither of whom is a Named Executive Officer, earned bonuses under
the Senior Management Bonus Program.
Annual bonuses awarded may exceed limits as to deductibility established by
Section 162(m) of the Internal Revenue Code. The Compensation Committee has
taken this into account in adopting the bonus program and in determining the net
bonus payable.
LONG-TERM INCENTIVES. Under the Option Plan, stock options are granted to
executives of the Company. Stock options are designed to align the interests of
executives with those of the stockholders. Stock options are granted at prices
equal to fair market value at the date of grant. Generally stock options may not
be exercised until the third anniversary of the date on which they are granted
and grants of stock options do not become fully exercisable until the fifth
anniversary of the date on which they are granted. The options generally remain
exercisable during employment until the tenth anniversary of the date of grant.
This approach provides an incentive to the executive to increase stockholder
value over the long term, since the full benefit of the options granted cannot
be realized unless stock price appreciation occurs over a number of years.
In view of changing tax laws and economic and employment conditions, the
Compensation Committee regularly examines other methods of incentive based
compensation and intends to implement, when appropriate, such methods in lieu of
or in addition to stock options.
Grants under the Option Plan were awarded in June 1997 to approximately 240
of the top executives of the Company. Each executive received a fixed number of
shares relative to his or her salary range and based on an option valuation
model as of the date of the grant. The options were granted in an amount such
that the value of the award, when combined with direct compensation and, for
participants in the Senior Management Bonus Program, the potential award that
executive might receive under the Senior Management Bonus Program, would provide
competitive total compensation relative to comparable positions at other
companies. The value of the options granted to the Named Executive Officers on
June 17, 1997 were, on average, 30% of the direct compensation for the Named
Executive Officers for the fiscal year ended February 1, 1998.
STOCK OWNERSHIP. To ensure that management's interests remain aligned with
stockholders' interests, the Company encourages key executives to retain shares
acquired pursuant to the exercise of stock options. In addition, employees of
the Company acquire Common Stock of the Company through the Company's Associates
Investment Plans. The fact that the majority of the Company's executive officers
have chosen to invest a large portion of the discretionary portion of their
Associates Investment Plan funds in Common Stock of the Company evidences their
deep commitment to and belief in the future success of the Company.
Compensation Committee
Joseph B. Fuller
Maria Elena Lagomasino, Chairperson
Peter J. Solomon
13
<PAGE>
PERFORMANCE GRAPH
The following performance graph is a line graph comparing the yearly
change in the cumulative total stockholder return on the Company's Common Stock
against the cumulative return of the S&P 500 Composite Index, and a line of
business index comprised of the S&P 500 Retail Store Composite Index, the S&P
500 Textile (Apparel Manufacturers) Index and the S&P 500 Shoes Index for the
five fiscal years ended February 1, 1998. The figures represented in the
performance graph assume the reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE
TOTAL RETURN
[GRAPH]
Phillips-Van Heusen S&P 500 Composite Index Line of Business Index
------------------- ----------------------- ----------------------
1/93 100.00 100.00 100.00
1/94 121.98 110.78 83.42
1/95 54.31 108.21 81.96
1/96 36.21 146.24 92.87
1/97 46.55 180.62 127.32
1/98 41.59 225.18 141.01
- ---------------
Note: Line of Business Index is composed of a blended weighting of the S&P
500 Retail Store Composite Index (50%), the S&P 500 Textile (Apparel
Manufacturers) Index (33%) and the S&P 500 Shoes Index (17%) to
correspond generally to the Company's relative sales over the
five-year period attributable to its retail, wholesale apparel and
wholesale footwear operations.
VALUE OF $100.00 INVESTED AFTER FIVE YEARS:
<TABLE>
<S> <C>
Phillips-Van Heusen Corporation Common Stock $ 41.59
S&P 500 Composite Index $225.18
Line of Business Index $141.01
</TABLE>
14
<PAGE>
SELECTION OF AUDITORS
The Board of Directors, with the concurrence of the Audit Committee, has
selected Ernst & Young LLP, independent auditors, as auditors for the fiscal
year ending January 31, 1999. Although stockholder ratification of the Board of
Directors' action in this respect is not required, the Board of Directors
considers it desirable for stockholders to pass upon the selection of auditors
and, if the stockholders disapprove of the selection, intends to reconsider the
selection of auditors for the fiscal year ending January 30, 2000, since it
would be impracticable to replace the Company's auditors so late into the
Company's current fiscal year. The auditing and tax fee paid to Ernst & Young
LLP for the fiscal year ended February 2, 1997 was $838,000. The audit and tax
work for the fiscal year ended February 1, 1998 is not yet completed, but it is
estimated that the fee will remain approximately the same.
It is expected that representatives of Ernst & Young LLP will be present at
the meeting, will have the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF THE AUDITORS. PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION
WILL BE VOTED FOR THE APPOINTMENT OF THE AUDITORS UNLESS OTHERWISE SPECIFIED IN
THE PROXY.
MISCELLANEOUS
Any proposal of an eligible stockholder intended to be presented at the
next Annual Meeting of Stockholders must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting no
later than January 1, 1999.
The Board of Directors of the Company does not intend to present, and does
not have any reason to believe that others intend to present, any matter of
business at the meeting other than that set forth in the accompanying Notice of
Annual Meeting of Stockholders. However, if other matters properly come before
the meeting, it is the intention of the persons named in the enclosed form of
proxy to vote any proxies in accordance with their judgment.
The Company will bear the cost of preparing, assembling and mailing the
enclosed form of proxy, this Proxy Statement and other material which may be
sent to stockholders in connection with this solicitation. Solicitation may be
made by mail, telephone, telegraph and personal interview. The Company may
reimburse persons holding shares in their names or in the names of nominees for
their expense in sending proxies and proxy material to their principals. In
addition, Georgeson & Company, which is retained by the Company on a continuing
basis at an annual fee not to exceed $6,000, will aid in the solicitation of
proxies for the meeting.
Copies of the 1997 Annual Report to Stockholders are being mailed to the
stockholders simultaneously with this Proxy Statement. If you want to save the
Company the cost of mailing more than one Annual Report to the same address,
please send your written request to the Secretary of the Company at the address
indicated below to discontinue mailing a duplicate copy to the account or
accounts selected by you.
THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED FEBRUARY 1, 1998 UPON WRITTEN REQUEST TO:
The Secretary
Phillips-Van Heusen Corporation
1290 Avenue of the Americas
New York, New York 10104
By order of the Board of Directors,
PAMELA N. HOOTKIN
Secretary
New York, New York
May 11, 1998
15
<PAGE>
The Board recommends a vote FOR proposals 1 and 2 below:
1. Election of the nominees for director listed below:
FOR all nominees WITHHOLD AUTHORITY to vote EXCEPTIONS*
listed below / / for all nominees listed below / / / /
Nominees: Edward H. Cohen, Joseph B. Fuller, Joel H. Goldberg, Marc Grosman,
Dennis F. Hightower, Bruce J. Klatsky, Maria Elena Lagomasino,
Harry N.S. Lee, Bruce Maggin, Sylvia M. Rhone, Peter J. Solomon,
Mark Weber and Irwin W. Winter
(Instruction: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions
---------------------------------------------------------------------
2. Appointment of auditors. FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Address change
and/or comments / /
NOTE: The signature should agree with the name on your stock certificate. If
acting as executor, administrator, trustee, guardian, etc., you should so
indicate when signing. If the signer is a corporation, please sign the full
corporate name, by duly authorized officer. If shares are held jointly, each
stockholder named should sign.
Dated: , 1998
-----------------------------------
- -----------------------------------------------
Signature
- -----------------------------------------------
Signature, if held jointly
To vote, fill in (X) with black or blue ink only. /x/
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PHILLIPS-VAN HEUSEN CORPORATION
1290 Avenue of the Americas
New York, New York 10104-0101
BRUCE J. KLATSKY and MARK WEBER, or either of them, with power of
substitution, are hereby authorized to represent the undersigned and to vote
all shares of the Common Stock of PHILLIPS-VAN HEUSEN CORPORATION held by the
undersigned at the Annual Meeting of Stockholders to be held in New York, New
York, on June 18, 1998, and any adjournments thereof, on the matters printed
on the reverse side.
This Proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If this Proxy is executed but
no directions are given, this Proxy will be voted:
o FOR the election of all the nominees for director; and
o FOR the appointment of auditors.
(Continued, and to be dated and signed on the other side.)
PHILLIPS-VAN HEUSEN CORPORATION
P.O. BOX 11287
NEW YORK, N.Y. 10203-0287
