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PVH Corp./DE – ‘10-Q’ for 10/29/95

As of: Wednesday, 12/13/95 · For: 10/29/95 · Accession #: 78239-95-20 · File #: 1-07572

  As Of                Filer                Filing    For·On·As Docs:Size

12/13/95  PVH Corp./DE                      10-Q       10/29/95    8:101K

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      18     69K 
 3: EX-4.7      Instrument Defining the Rights of Security Holders     4     11K 
 4: EX-4.8      Instrument Defining the Rights of Security Holders     4     12K 
 5: EX-4.9      Instrument Defining the Rights of Security Holders     9     26K 
 6: EX-10.1     Material Contract                                     19     48K 
 7: EX-10.4     Material Contract                                     13     29K 
 8: EX-10.8     Material Contract                                      1      6K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     2±     9K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Independent Accountants Review Report Management's Discussion and Analysis of Results of Operations and Financial Condition Notes to Consolidated Financial Statements Signatures
1	1st Page - Filing Submission
3	Independent Accountants Review Report
7	Notes to Consolidated Financial Statements
10	Management's Discussion and Analysis of Results of Operations and Financial Condition
14	Item 6 - Exhibits and Reports on Form 8-K
17	Signatures

10-Q 1st Page of 18 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES & EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM 10-Q 

(Mark One)                                                                      

X  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE     
ACT OF 1934                                                             

For the quarterly period ended October 29, 1995                                 

OR  

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES    
EXCHANGE ACT OF 1934                                                    

For the transition period from                     to                           

Commission file number    1-724   

PHILLIPS-VAN HEUSEN CORPORATION   
(Exact name of registrant as specified in its charter)  

Delaware                                      13-1166910  
(State or other jurisdiction of                       (IRS Employer             
incorporation or organization)                       Identification No.)      

1290 Avenue of the Americas     New York, New York                10104         
(Address of principal executive offices)                        (Zip Code)      

Registrant's telephone number                (212) 541-5200                     

Indicate by check mark whether registrant (1) has filed all reports required    
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934       
during the preceding 12 months (or for such shorter period that registrant was  
required to file such reports), and (2) has been subject to such filing         
requirement for the past 90 days.                                               
Yes  X  No                                                                      

The number of outstanding shares of common stock, par value $1.00 per           
share, of Phillips-Van Heusen Corporation as of November 28, 1995:  26,791,801  
shares.                                                                         

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PHILLIPS-VAN HEUSEN CORPORATION                                                 

INDEX                                                                           

PART I -- FINANCIAL INFORMATION                                                 

Independent Accountants Review Report..................................   1     

Consolidated Balance Sheets as of October 29, 1995 and                          
January 29, 1995......................................................    2     

Consolidated Statements of Income for the thirteen weeks and                    
thirty-nine weeks ended October 29, 1995 and October 30, 1994..........   3     

Consolidated Statements of Cash Flows for the thirty-nine weeks                 
ended October 29, 1995 and October 30, 1994...........................    4     

Notes to Consolidated Financial Statements............................   5-7    

Management's Discussion and Analysis of Results of Operations                   
and Financial Condition...............................................   8-11   

PART II -- OTHER INFORMATION                                                    

ITEM 6 - Exhibits and Reports on Form 8-K.............................  12-14   

Signatures............................................................   15     

Exhibit--Acknowledgment of Independent Accountants....................   16     

Exhibit--Financial Data Schedule......................................   17     

10-Q 3rd Page of 18 TOC 1st Previous Next ↓Bottom Just 3rd
Independent Accountants Review Report 

Stockholders and Board of Directors                                             
Phillips-Van Heusen Corporation                                                 

We have reviewed the accompanying condensed consolidated balance sheet of       
Phillips-Van Heusen Corporation as of October 29, 1995, and the related         
condensed consolidated statements of income and cash flows for the 13 and 39    
week periods ended October 29, 1995 and October 30, 1994.  These financial      
statements are the responsibility of the Company's management.                  

We conducted our reviews in accordance with standards established by the        
American Institute of Certified Public Accountants.  A review of interim        
financial information consists principally of applying analytical procedures    
to financial data, and making inquiries of persons responsible for financial    
and accounting matters.  It is substantially less in scope than an audit        
conducted in accordance with generally accepted auditing standards, which will  
be performed for the full year with the objective of expressing an opinion      
regarding the financial statements taken as a whole.  Accordingly, we do not    
express such an opinion.                                                        

Based on our reviews, we are not aware of any material modifications that       
should be made to the accompanying condensed consolidated financial statements  
referred to above for them to be in conformity with generally accepted          
accounting principles.                                                          

We have previously audited, in accordance with generally accepted auditing      
standards, the consolidated balance sheet of Phillips-Van Heusen Corporation    
as of January 29, 1995, and the related consolidated statements of income,      
stockholders' equity, and cash flows for the year then ended (not presented     
herein) and in our report dated March 14, 1995, we expressed an unqualified     
opinion on those consolidated financial statements.  In our opinion, the        
information set forth in the accompanying condensed consolidated balance sheet  
as of January 29, 1995, is fairly stated, in all material respects, in          
relation to the consolidated balance sheet from which it has been derived.      

                                 ERNST & YOUNG LLP

New York, New York                                                              
November 14, 1995                                                               

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Phillips-Van Heusen Corporation                                                 
Consolidated Balance Sheets                                                     
(In thousands, except per share data)                                           

                                                                [Download Table]

                                                            UNAUDITED     AUDITED  
                                                           October 29,  January 29,
                                                               1995         1995   
                                                                                   
ASSETS                                                                             
 Current Assets:                                                                   
  Cash, including cash equivalents of $11,446 and $68,586  $ 22,311     $ 80,473   
  Trade receivables, less allowances of $4,951 and $1,617   148,086       77,527   
  Inventories                                               357,212      255,244   
  Other, including deferred taxes of $9,754 and $7,108       18,808       16,426   
      Total Current Assets                                  546,417      429,670   
 Property, Plant and Equipment                              135,996      136,297   
 Goodwill                                                   137,205       17,733   
 Other Assets, including deferred taxes of $9,502                                  
      at January 29, 1995                                    14,798       12,584   
                                                           $834,416     $596,284   

LIABILITIES AND STOCKHOLDERS' EQUITY                                               
 Current Liabilities:                                                              
  Notes payable                                            $118,417     $      0   
  Accounts payable                                           50,384       38,759   
  Accrued expenses                                           94,888       75,014   
  Current portion of long-term debt                             280          260   
      Total Current Liabilities                             263,969      114,033   
 Long-Term Debt, less current portion                       239,403      169,679   
 Other Liabilities, including deferred taxes of $2,795                             
      at October 29, 1995                                    62,202       37,112   
 Stockholders' Equity:                                                             
  Preferred Stock, par value $100 per share; 150,000                               
  shares authorized, no shares outstanding                                         
  Common Stock, par value $1 per share; 100,000,000 shares                         
  authorized; shares issued 26,781,801 and 26,610,310        26,782       26,610   
 Additional Capital                                         113,856      112,801   
 Retained Earnings                                          128,204      136,049   
      Total Stockholders' Equity                            268,842      275,460   

                                                           $834,416     $596,284   

See accompanying notes.                                                            


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Phillips-Van Heusen Corporation                                                 
Consolidated Statements of Income                                               
Unaudited                                                                       
(In thousands, except per share amounts)                                        

                                                        [Enlarge/Download Table]

                                                  Thirteen Weeks         Thirty-Nine Weeks   
                                                       Ended                   Ended         
                                             October 29, October 30,  October 29, October 30,
                                                 1995        1994         1995        1994   
                                                                                             
Net sales                                    $448,007    $379,406     $1,080,487  $902,074   

Cost of goods sold                            308,952     256,019        724,431   604,764   

Gross profit                                  139,055     123,387        356,056   297,310   

Selling, general and administrative expenses  116,749      93,582        322,209   257,412   

Plant, store closing and restructuring                                                       
  expenses                                     25,000        -            25,000      -      

(Loss) income before interest and taxes        (2,694)     29,805          8,847    39,898   

Interest expense, net                           6,559       3,377         17,281    10,061   

(Loss) income before taxes                     (9,253)     26,428         (8,434)   29,837   

Income tax (benefit) expense                   (4,879)      8,578         (4,594)    9,783   

Net (loss) income                            $ (4,374)   $ 17,850     $   (3,840) $ 20,054   

Net (loss) income per share                  $  (0.16)   $   0.66     $    (0.14) $   0.74   

Cash dividends per share                     $ 0.0375    $ 0.0375     $   0.1125  $ 0.1125   

See accompanying notes.                                                                      


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Phillips-Van Heusen Corporation                                                 
Consolidated Statements of Cash Flows                                           
Unaudited                                                                       
(In thousands)                                                                  

                                                       Thirty-Nine Weeks Ended
                                                        October 29,  October 30,
                                                        1995          1994

OPERATING ACTIVITIES:                                                           
Net (loss) income                                      $ (3,840)    $ 20,054
Adjustments to reconcile net (loss) income to net                           
cash used by operating activities:                                          
  Depreciation and amortization                          22,498       17,273
Write-off of fixed assets                              11,000           
   Other-net                                              (3,480)      (3,135)

Changes in operating assets and liabilities:                                
   Receivables                                           (50,618)     (41,150)
   Inventories                                           (65,688)     (20,501)
  Accounts payable and accrued expenses                 (23,072)      22,692
   Other-net                                                (150)      (3,036)
     Net Cash Used By Operating Activities              (113,350)      (7,803)

INVESTING ACTIVITIES:                                                           
Acquisition of the Apparel Group of Crystal Brands     (114,503)         -  
 Plant and equipment acquired                            (25,029)     (37,233)
Contributions from landlords                              6,930       10,561
Other-net                                                 2,411        1,908
     Net Cash Used By Investing Activities              (130,191)     (24,764)

FINANCING ACTIVITIES:                                                           
Proceeds from revolving line of credit and long-                            
 term borrowings                                       204,737           -
Payments on revolving line of credit and long-                              
   term borrowings                                       (16,580)        (245)
Exercise of stock options                                 1,227          996
 Payment of dividends                                     (4,005)      (3,983)
     Net Cash Provided (Used) By Financing Activities    185,379       (3,232)

    DECREASE IN CASH                                     (58,162)     (35,799)

   Cash at beginning of period                           80,473       68,070

   Cash at end of period                               $ 22,311     $ 32,271

Note:  Net loss for the thirty-nine weeks ended October 29, 1995 includes a     
$25,000 pre-tax charge for plant, store closing and restructuring expenses.     

See accompanying notes.                                                         
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Phillips-Van Heusen Corporation                                                 

Notes To Consolidated Financial Statements                                      
Unaudited                                                                       
(In thousands, except per share amounts)                                        

GENERAL                                                                         

The accompanying unaudited consolidated financial statements have been          
prepared in accordance with generally accepted accounting principles for        
interim financial information.  Accordingly, they do not contain all            
disclosures required by generally accepted accounting principles for complete   
financial statements.  Reference should be made to the annual financial         
statements, including the footnotes thereto, included in the Company's Annual   
Report to Stockholders for the year ended January 29, 1995.                     

The results of operations for the thirteen and thirty-nine weeks ended October  
29, 1995 and October 30, 1994 are not necessarily indicative of those for a     
full fiscal year because of seasonal factors.  The data contained in these      
financial statements are unaudited and are subject to year-end adjustments;     
however, in the opinion of management, all known adjustments (which consist     
only of normal recurring accruals) have been made to present fairly the         
consolidated operating results for the unaudited periods.                       

Certain reclassifications have been made to the segment information for the     
thirteen and thirty-nine weeks ended October 30, 1994 to present that           
information on a basis consistent with the thirteen and thirty-nine weeks       
ended October 29, 1995.                                                         

INVENTORIES                                                                     

Inventories are summarized as follows:                                          

                      October 29,      January 29,
                     1995             1995

Raw materials             $  8,988          $ 19,849      
Work in process             17,186            17,026      
Finished goods             331,038           218,369      

Total               $357,212          $255,244

Inventories are stated at the lower of cost or market.  Cost for the apparel    
business is determined principally using the last-in first-out method (LIFO),   
except for certain sportswear inventories which are determined using the        
first-in first-out method (FIFO).  Cost for the footwear business is            
determined using FIFO.  Inventories would have been $15,960 and $12,700 higher  
than reported at October 29, 1995 and January 29, 1995, respectively, if the    
FIFO method of inventory accounting had been used for the entire apparel        
business.                                                                       

The determination of cost of sales and inventories under the LIFO method can    
only be made at the end of each fiscal year based on inventory cost and         
quantities on hand.  Interim LIFO determinations are based on management's      

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estimates of expected year-end inventory levels and costs.  Such estimates are  
subject to revision at the end of each quarter.  Since estimates of future      
inventory levels and costs are subject to external factors, interim financial   
results are subject to year-end LIFO inventory adjustments.                     

SEGMENT DATA                                                                    

The Company operates in two industry segments:  (i) apparel - the manufacture,  
procurement for sale and marketing of a broad range of men's and women's        
apparel to wholesale customers as well as through Company-owned retail stores,  
and (ii) footwear - the manufacture, procurement for sale and marketing of a    
broad range of men's, women's and children's shoes to wholesale customers as    
well as through Company-owned retail stores.                                    

Operating income represents net sales less operating expenses.  Excluded from   
operating results of the segments are interest expense, net, corporate          
expenses and income taxes.                                                      
                                 Thirteen Weeks          Thirty-Nine Weeks
                               Ended                     Ended
                              October 29,  October 30,  October 29,  October 30,
                             1995         1994         1995         1994

Net sales-apparel                $343,625     $271,524   $  804,560    $621,762 

Net sales-footwear                104,382      107,882      275,927     280,312 

Total net sales                  $448,007     $379,406   $1,080,487    $902,074 

Operating (loss) income-apparel* $ (2,624)    $ 19,971   $    2,379    $ 22,067 

Operating income-footwear*          4,704       13,086       16,496      25,440 

Total operating income*             2,080       33,057       18,875      47,507 

Corporate expenses                 (4,774)      (3,252)     (10,028)     (7,609)

Interest expense, net              (6,559)      (3,377)     (17,281)    (10,061)

(Loss) income before taxes       $ (9,253)    $ 26,428   $   (8,434)   $ 29,837 

* Operating income for the thirteen and thirty-nine weeks ended October 29,     
1995 includes a $25,000 pre-tax charge, of which $23,000 and $2,000 relate  
to the Company's apparel and footwear businesses, respectively.  These      
charges relate to plant, store closing and restructuring expenses as        
described in the accompanying footnote.                                     

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ACQUISITION                                                                     

On February 17, 1995, the Company completed the acquisition of the Apparel      
Group of Crystal Brands, Inc. for $114,503 in cash, net of cash acquired, and   
subject to certain adjustments.  This acquisition was accounted for as a        
purchase.  The acquired operations are included in the Company's consolidated   
financial statements since February 17, 1995.                                   

In connection with the acquisition, the Company acquired assets with a fair     
value estimated to be $190,427 (including $121,164 of excess of cost over net   
assets acquired) and assumed liabilities estimated to be $75,924.  The Company  
has not yet determined either the final value of the assets acquired and        
liabilities assumed or the allocation of these assets and liabilities within    
the Company's consolidated balance sheet.  Accordingly, adjustments to the      
Company's consolidated balance sheet at October 29, 1995 may be required.       

If the acquisition had occurred on the first day of fiscal 1994 instead of on   
February 17, 1995, the Company's proforma consolidated results of operations    
would have been:                                                                

                               Thirty-Nine Weeks Ended
                               October 29,   October 30,
                              1995          1994

Net sales                                  $1,086,618    $1,073,021             

Net (loss) income                          $   (3,903)   $   20,388             

Net (loss) income per share                $    (0.15)   $    0.75              

PLANT, STORE CLOSING AND RESTRUCTURING EXPENSES                                 

On September 13, 1995, the Company adopted and began to implement a plan        
designed to reduce costs and realign the product distribution mix primarily     
within the Company's apparel business.  Significant components of the plan      
include the closure of three domestic apparel manufacturing facilities before   
year-end and the closing of approximately 200 less profitable retail outlet     
stores.  As a result, the Company has recorded a pre-tax charge of $25,000 in   
the third quarter of 1995.  Approximately $11,000 of this charge relates to     
the write-off of fixed assets located in such factories and retail outlet       
stores.  The remaining $14,000 relates to termination benefits for              
approximately twelve hundred employees impacted by this restructuring.  The     
Company believes these changes will improve future profitability through lower  
operating costs and improved margins.  As part of its ongoing expense and cost  
reduction initiatives, the Company will continue to evaluate its operating      
structure.                                                                      

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL     
CONDITION                                                                       

RESULTS OF OPERATIONS                                                           

Thirteen Weeks Ended October 29, 1995 Compared to Thirteen Weeks Ended          
October 30, 1994                                                                

APPAREL                                                                         

Net sales of the Company's apparel segment in the third quarter were $343.6     
million in 1995 and $271.5 million last year, an increase of approximately      
26.6%.  The acquisition of the Apparel Group of Crystal Brands, Inc. (Gant and  
Izod) on February 17, 1995, primarily accounted for this increase.              

Gross profit on apparel sales was 30.0% in the third quarter of 1995 compared   
to 30.4% in last year's third quarter.  Increased promotional selling was       
mostly offset by higher margins from the newly acquired Izod and Gant           
businesses.  In addition, the third quarter LIFO charge was $2.0 million in     
1995 compared to $1.0 million last year.                                        

Selling, general and administrative expenses as a percent of apparel sales in   
the third quarter were 24.0% in 1995 and 23.1% in 1994.  The increased          
percentage relates principally to the inability to fully leverage in-store      
expenses during this period of retail weakness.                                 

FOOTWEAR                                                                        

Net sales of the Company's footwear segment were $104.4 million in the third    
quarter of 1995 and $107.9 million last year, a decrease of approximately       
3.2%.                                                                           

Gross profit on footwear sales was 34.6% in the third quarter of 1995 compared  
to 37.8% in last year's third quarter.  The current quarter contained           
increased promotional selling, resulting in large part from an exceptionally    
weak back to school selling season.                                             

Selling, general and administrative expenses as a percent of footwear sales in  
the third quarter were 28.2% in 1995 and 25.6% in 1994.  The increased          
percentage relates principally to the inability to fully leverage in-store      
expenses during this extended period of retail weakness.                        

INTEREST EXPENSE                                                                

Net interest expense was $6.6 million in the third quarter of 1995 compared     
with $3.4 million last year.  This increase resulted from the cash purchase of  
the Apparel Group of Crystal Brands, Inc.                                       

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INCOME TAXES                                                                    

The Company's 1995 estimated tax rate reflects the substantially greater        
weight of its tax exempt operations in Puerto Rico due to the depressed level   
of overall income, further reduced by the $25 million plant, store closing and  
restructuring expense.                                                          

CORPORATE EXPENSES                                                              

Corporate expenses were $4.8 million in the third quarter of 1995 compared to   
$3.3 million in 1994.  A general increase in corporate expenses included an     
increase in professional fees related to certain brand research and marketing   
projects.                                                                       

Thirty-Nine Weeks Ended October 29, 1995 Compared to Thirty-Nine Weeks Ended    
October 30, 1994                                                                

APPAREL                                                                         

Net sales of the Company's apparel segment were $804.6 million during the       
first nine months of 1995, an increase of 29.4% from the prior year's $621.8    
million.  The acquisition of the Apparel Group of Crystal Brands, Inc. on       
February 17, 1995, primarily accounted for this increase.                       

Gross profit on apparel sales was 31.5% in the first nine months of 1995        
compared to 31.0% in last year's first nine months.  The increased percentage   
relates principally to higher margins on products sold under the newly          
acquired Izod and Gant businesses.  In addition, the current year includes a    
LIFO charge of $3.3 million compared with a charge of $3.2 million in the       
prior year.                                                                     

Selling, general and administrative expenses as a percent of apparel sales in   
the first three quarters were 28.4% in 1995 and 27.4% in 1994.  The increased   
percentage relates principally to the inability to fully leverage in-store      
expenses during this extended period of retail weakness.                        

FOOTWEAR                                                                        

Net sales of the Company's footwear segment were $275.9 million compared to     
the prior year's $280.3 million, a decrease of approximately 1.6%.              

Gross profit on footwear sales was 37.2% in the first nine months of 1995       
compared to 37.4% last year.  The prior year's first half was impacted by       
significant clearance markdowns to clear slower moving merchandise from         
inventory.  The Company began the current year with a much improved inventory   
mix, which in turn reduced clearance markdowns in the first half.  Offsetting   
this positive trend were promotional markdowns in the Company's retail stores   
in the third quarter due to an exceptionally weak back to school selling        
season.                                                                         

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Selling, general and administrative expenses as a percent of footwear sales in  
the first nine months were 30.5% in 1995 and 28.3% in 1994.  The increased      
percentage relates principally to the inability to fully leverage in-store      
expenses during this extended period of retail weakness.                        

INTEREST EXPENSE                                                                

Net interest expense was $17.3 million in the first nine months of 1995         
compared with $10.1 million last year.  This increase resulted from the cash    
purchase of the Apparel Group of Crystal Brands, Inc.                           

INCOME TAXES                                                                    

The Company's 1995 estimated tax rate reflects the substantially greater        
weight of its tax exempt operations in Puerto Rico due to the depressed level   
of overall income, further reduced by the $25 million plant, store closing and  
restructuring expense.                                                          

CORPORATE EXPENSES                                                              

Corporate expenses were $10.0 million in the first nine months of 1995          
compared to $7.6 million in 1994.  A general increase in corporate expenses     
included an increase in professional fees related to certain brand research     
and marketing projects.  In addition, the prior year included a credit to the   
Company's unfunded supplemental savings plan liability.                         

SEASONALITY                                                                     

The Company's business is seasonal, with higher sales and income during its     
third and fourth fiscal quarters, which coincide with the Company's two peak    
retail selling seasons:  the first running from the start of the summer         
vacation period in late May and continuing through September; the second being  
the Christmas selling season beginning with the weekend following Thanksgiving  
and continuing through the week after Christmas.                                

Also contributing to the relative strength of the third fiscal quarter is the   
high volume of fall shipments to wholesale customers which are generally more   
profitable than spring shipments.  The slower spring selling season at          
wholesale combined with retail seasonality makes the first fiscal quarter       
particularly weak.                                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

The seasonal nature of the Company's business typically requires the use of     
cash to fund a build-up in the Company's inventory in the first half of each    
fiscal year.  During the third and fourth quarters, the Company's higher level  
of sales tends to reduce its inventory and generate cash from operations.       
While this seasonal pattern has continued in 1995, various factors have caused  
a significant use of cash in the first three quarters of 1995.                  

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Cash used by operations in the first nine months totalled $113.4 million in     
1995 compared with $7.8 million last year.  Integration costs resulting from    
the acquisition of the Apparel Group of Crystal Brands, Inc. and an inventory   
build-up for a planned increase in fourth quarter sales, also resulting from    
the acquisition, were the primary reasons for the increase.  In addition, a     
reduced level of earnings, resulting in large part from a $25.0 million pre-    
tax charge for plant, store closing and restructuring expenses in the third     
quarter of 1995, contributed to this increase.                                  

The Company has a revolving credit agreement under which the Company may, at    
its option, borrow and repay amounts (including letters of credit) up to a      
maximum of $400 million.  The Company believes that its borrowing capacity      
under this facility is adequate for the coming year.  At the end of the third   
quarter, the Company estimated that $70 million of the outstanding cash         
borrowings under this facility are non-current.  The acquisition of the         
Apparel Group of Crystal Brands, Inc. for cash was funded from the Company's    
cash reserves and from borrowings under this facility.  The resulting increase  
in long-term debt has increased the Company's long-term debt (net of invested   
cash) as a percentage of total capital to 45.9% at the end of the current       
quarter compared with 34.8% at the end of last year's third quarter.            

PLANT, STORE CLOSING AND RESTRUCTURING EXPENSES                                 

On September 13, 1995, the Company adopted and began to implement a plan        
designed to reduce costs and realign the product distribution mix primarily     
within the Company's apparel business.  Significant components of the plan      
include the closure of three domestic apparel manufacturing facilities before   
year-end and the closing of approximately 200 less profitable retail outlet     
stores.  As a result, the Company has recorded a pre-tax charge of $25 million  
in the third quarter of 1995.  Approximately $11 million of this charge         
relates to the write-off of fixed assets located in such factories and retail   
outlet stores.  The remaining $14 million relates to termination benefits for   
approximately twelve hundred employees impacted by this restructuring.  The     
Company believes these changes will improve future profitability through lower  
operating costs and improved margins.  As part of its ongoing expense and cost  
reduction initiatives, the Company will continue to evaluate its operating      
structure.                                                                      

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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                       

(a)  The following exhibits are included herein:                                

  4.1   Specimen of Common Stock certificate (incorporated by reference to
   Exhibit 4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1981).                      

   4.2   Preferred Stock Purchase Rights Agreement (the "Rights Agreement"),
        dated June 10, 1986 between PVH and The Chase Manhattan Bank, N.A.
        (incorporated by reference to Exhibit 3 to the Company's Quarterly
     Report as filed on Form 10-Q for the period ended May 4, 1986).

   4.3   Amendment to the Rights Agreement, dated March 31, 1987 between PVH
      and The Chase Manhattan Bank, N.A. (incorporated by reference to
      Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
year ended February 2, 1987).                             

4.4   Supplemental Rights Agreement and Second Amendment to the Rights
     Agreement, dated as of July 30, 1987, between PVH and The Chase
       Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4)
     to the Company's Schedule 13E-4, Issuer Tender Offer Statement,
dated July 31,1987).                                      

   4.5   Credit Agreement, dated as of December 16, 1993, among PVH, Bankers
        Trust Company, The Chase Manhattan Bank, N.A., Citibank, N.A., The
         Bank of New York, Chemical Bank and Philadelphia National Bank, and
   Bankers Trust Company, as agent (incorporated by reference to
     Exhibit 4.5 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1994).                      

4.6   First Amendment, dated as of February 13, 1995, to the Credit   
        Agreement dated as of December 16, 1993 (incorporated by reference
        to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).                      

4.7   Second Amendment, dated as of July 17, 1995, to the Credit      
Agreement dated as of December 16, 1993.                  

4.8   Third Amendment, dated as of September 27, 1995, to the Credit  
Agreement dated as of December 16, 1993.                  

4.9   Fourth Amendment, dated as of September 28, 1995, to the Credit 
Agreement dated as of December 16, 1993.                  

4.10  Note Agreement, dated October 1, 1992, among PVH, The Equitable 
     Life Assurance Society of the United States, Equitable Variable
     Life Insurance Company, Unum Life Insurance Company of America,
         Nationwide Life Insurance Company, Employers Life Insurance Company
      of Wausau and Lutheran Brotherhood (incorporated by reference to
      Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).                      

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 4.11  Indenture, dated as of November 1, 1993, between PVH and The Bank
        of New York, as Trustee (incorporated by reference to Exhibit 4.01
       to the Company's Registration Statement on Form S-3 (Reg. No. 33-
50751) filed on October 26, 1993).                        

*10.1  1987 Stock Option Plan, including all amendments through June 13,
1995.                                                     

*10.2  1973 Employees' Stock Option Plan (incorporated by reference to  
         Exhibit 1 to the Company's Registration Statement on Form S-8 (Reg.
No. 2-72959) filed on July 15, 1981).                     

*10.3  Supplement to 1973 Employees' Stock Option Plan (incorporated by 
         reference to the Company's Prospectus filed pursuant to Rule 424(c)
        to the Registration Statement on Form S-8 (Reg. No. 2-72959) filed
on March 31, 1982).                                       

 *10.4  Phillips-Van Heusen Corporation Special Severance Benefit Plan, as
amended and restated as of June 13, 1995.                 

*10.5  Phillips-Van Heusen Corporation Capital Accumulation Plan        
    (incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).                               

*10.6  Phillips-Van Heusen Corporation Amendment to Capital Accumulation
       Plan (incorporated by reference to Exhibit 10(n) to the Company's
      Annual Report on Form 10-K for the fiscal year ended February 2,
1987).                                                    

 *10.7  Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants 
   (incorporated by reference to  Exhibit 10(1) to the Company's
      Annual Report on Form 10-K for the fiscal year ended January 31,
1988).                                                    

 *10.8  Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants.

 *10.9  Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan,
    dated January 1, 1991, as amended and restated on June 2, 1992
         (incorporated by reference to Exhibit 10.10 to the Company's Annual
      Report on Form 10-K for the fiscal year ended January 31, 1993).

  *10.10 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as
       of January 1, 1991 and amended and restated as of January 1, 1992
         (incorporated by reference to Exhibit 10.29 to the Company's Annual
      Report on Form 10-K for the fiscal year ended February 2, 1992).

   10.11 Asset Sale Agreement, dated January 24, 1995, Among the Company and
    Crystal Brands, Inc., Crystal Apparel, Inc., Gant Corporation,
      Crystal Sales, Inc., Eagle Shirtmakers, Inc., and Crystal Brands
        (Hong Kong) Limited (incorporated by reference to Exhibit 1 to the
Company's Report on Form 8-K dated March 6, 1995).        

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*10.12 Agreement, dated as of April 28, 1993, between Bruce J. Klatsky, 
        Lawrence S. Phillips and the Company (incorporated by reference to
       Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).                      

*10.13 Non-Incentive Stock Option Agreement, dated as of April 28, 1993,
    between the Company and Bruce J. Klatsky.  Non-Incentive Stock
         Option Agreement, dated as of December 3, 1993, between the Company
        and Bruce J. Klatsky (reload of April 28, 1993 Non-Incentive Stock
      Option Agreement) (incorporated by reference to Exhibit 10.12 to
        the Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1995).                                        

*10.14 Amendment, dated December 6, 1993, to the Agreement, dated April 
      28, 1993, between Bruce J. Klatsky, Lawrence S. Phillips and the
Company (incorporated by reference to Exhibit 10.13 to the
    Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1995).                                        

 *10.15 Consulting and non-competition agreement, dated February 14, 1995,
   between the Company and Lawrence S. Phillips (incorporated by
       reference to Exhibit 10.14 to the Company's Annual Report on Form
10-K for the fiscal year ended January 29, 1995).         

*10.16 Performance Restricted Stock Plan, effective as of April 18, 1995
         (incorporated by reference to Exhibit 10.15 to the Company's Annual
      Report on Form 10-K for the fiscal year ended January 29, 1995).

15.   Acknowledgement of Independent Accountants.                     

27.   Financial Data Schedule.                                        

* Management contract or compensatory plan or arrangement required to be    
identified pursuant to Item 14(a) of this report.                       

(b)  Reports on Form 8-K                                                        

   No reports have been filed on Form 8-K during the quarter covered by this
report.                                                               

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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 thereunto duly authorized.                                          

                       PHILLIPS-VAN HEUSEN CORPORATION
                        Registrant

December 11, 1995                   /s/ Emanuel Chirico                         
                   Emanuel Chirico, Controller
          Vice President and
                Chief Accounting Officer

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                                                                Exhibit 15

November 14, 1995                                                               

Stockholders and Board of Directors                                             
Phillips-Van Heusen Corporation                                                 

We are aware of the incorporation by reference in the Registration Statement    
(Form S-8, No. 33-59101), Registration Statement (Form S-8, No. 33-59602),      
Registration Statement (Form S-8, No. 33-38698), Post-Effective amendment No.   
1 to the Registration Statement (Form S-8, No. 33-24057), Post-Effective        
amendment No. 2 to the Registration Statement (Form S-8, No. 2-73803), Post-    
Effective amendment No. 4 to the Registration Statement (Form S-8, No. 2-       
72959), Post-Effective amendment No. 6 to the Registration Statement (Form S-   
8, No. 2-64564), and Post-Effective amendment No. 13 to the Registration        
Statement (Form S-8, No. 2-47910), of Phillips-Van Heusen Corporation of our    
report dated November 14, 1995 relating to the unaudited condensed              
consolidated interim financial statements of Phillips-Van Heusen Corporation    
which are included in its Form 10-Q for the three month period ended October    
29, 1995.                                                                       

Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a      
part of the registration statements or post-effective amendments prepared or    
certified by accountants within the meaning of Section 7 or 11 of the           
Securities Act of 1933.                                                         

                       ERNST & YOUNG LLP

New York, New York                                                              

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

Filed on:	12/13/95
	12/11/95	17
	11/28/95	1
	11/14/95	3	18
For Period End:	10/29/95	1	18
	9/28/95	14
	9/27/95	14
	9/13/95	9	13	10-Q
	7/17/95	14
	6/13/95	15		4, 4/A, DEF 14A
	4/18/95	16
	3/14/95	3
	3/6/95	15		8-K
	2/17/95	9	11	8-K/A
	2/14/95	16		SC 13G, SC 13G/A
	2/13/95	14
	1/29/95	2	16	10-K
	1/24/95	15
	10/30/94	2	11	10-Q
	1/30/94	14		10-K
	12/16/93	14
	12/6/93	16
	12/3/93	16
	11/1/93	15
	10/26/93	15
	4/28/93	16
	1/31/93	14	15
	10/1/92	14
	6/2/92	15
	2/2/92	15
	1/1/92	15
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/02/24  PVH Corp./DE                      10-K        2/04/24  124:20M
 3/28/23  PVH Corp./DE                      10-K        1/29/23  123:22M
 3/30/22  PVH Corp./DE                      10-K        1/30/22  128:23M
 3/31/21  PVH Corp./DE                      10-K        1/31/21  126:23M

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Filing Submission 0000078239-95-000020 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

PVH Corp./DE – ‘10-Q’ for 10/29/95

As of: Wednesday, 12/13/95 · For: 10/29/95 · Accession #: 78239-95-20 · File #: 1-07572

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents