Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended January 28, 1996 Commission file number: 1-724
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-1166910
(State of incorporation) (IRS Employer
Identification No.)
1290 Avenue of the Americas
New York, New York 10104
(Address of principal executive offices)
212-541-5200
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $1.00 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 and (2) has been subject to such filing
requirements for at least 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of the voting stock of registrant held by
nonaffiliates of the registrant as of April 19, 1996 was approximately
$335,100,000.
Number of shares of Common Stock outstanding as of April 19, 1996:
26,987,252.
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K
Document in which incorporated
Registrant's 1995 Annual Report to Stockholders Parts I and II
for the Fiscal Year Ended January 28, 1996
Registrant's Proxy Statement Part III
for the Annual Meeting of
Stockholders to be held on June 18, 1996
PART I
Item 1. Business
General Overview
Phillips-Van Heusen Corporation (the "Company") is a vertically
integrated manufacturer, marketer and retailer of men's, women's and
children's apparel and footwear. The Company's products include shirts,
sweaters and shoes and, to a lesser extent, neckwear, furnishings, bottoms,
outerwear and leather and canvas accessories.
The Company's principal brand names include "Van Heusen", the
best-selling dress shirt brand in the United States; "Bass", the leading
casual shoe brand in the United States; and "Geoffrey Beene", the best-selling
designer dress shirt label in the United States. On February 17, 1995, the
Company acquired the Apparel Group of Crystal Brands, Inc. ("Crystal Brands")
and in connection therewith, acquired ownership of the "Izod" and "Gant" brand
names. "Izod" is the best-selling men's sweater brand in the United States.
The Company is also a leading manufacturer and distributor of private label
shirts and sweaters. In addition, the Company has a licensing agreement to
make and market "Jantzen" branded men's sweaters.
Wholesale distribution consists of the marketing and sale of the
Company's products to major department stores, specialty and independent
retailers, chain stores and catalog merchants. The Company's wholesale
customers for branded and designer apparel include May Co., Federated and
JCPenney. Wholesale customers for its private label shirts include JCPenney,
Mervyn's, Lord & Taylor, Sears and Target, while wholesale customers for the
Company's private label sweaters and golf apparel include JCPenney and Sears.
The Company's customers for footwear include May Co., Dillard's, Federated and
Dayton Hudson. In fiscal 1995, no one customer accounted for more than 10% of
the Company's sales.
Through its retail operations, the Company sells its products directly to
consumers in more than 900 Company-owned stores operated in five different
formats located primarily in manufacturers' outlet malls. At the end of fiscal
1995, these formats were Van Heusen, Geoffrey Beene, Bass, Gant and Izod.
According to MRCA Information Services, the Company's "Van Heusen" shirt
brand is the best-selling dress shirt brand in the United States men's dress
shirt market, and the Company's "Geoffrey Beene" shirt brand is the best-
selling men's designer dress shirt in the United States.
The Company believes its overall share of the United States men's dress
shirt market, including its branded, designer and private label offerings, is
the largest of any single company. In addition to marketing dress shirts, the
Company has responded to the growing sportswear market in the United States by
expanding its major brand product offerings to sportswear. The Company's "Van
Heusen" brand is the number-one selling men's woven sport shirt in the United
States, according to MRCA Information Services. With the acquisition of the
"Izod" and "Gant" labels, and the license to manufacture and market "Jantzen"
branded sweaters, sport shirts and bottoms, it is expected that sportswear
will continue to increase as a percentage of the Company's sales.
The Company was incorporated in the State of Delaware in 1976 as the
successor to a business begun in 1881, and, with respect to Bass, a business
begun in 1876. The Company's principal executive offices are located at 1290
Avenue of the Americas, New York, New York 10104; its telephone number is
(212) 541-5200.
Retail Development
The decision to develop and expand its own retail operations, concurrent
with the growth of the manufacturers' outlet retailing industry, has permitted
the Company to position itself as a major value-oriented retailer. The
Company's retail operations have enabled it to increase sales by offering its
1
products in geographic markets where they were not previously widely
available, selling to consumers who favor value-oriented retailers and selling
products bearing its brand names and designer labels that are not marketed to
its wholesale customers.
Critical to the Company's retailing strategy was the choice of
manufacturers' ("factory") outlet centers as the venue to pursue its retailing
business. Manufacturers' outlet centers, usually located in tourist/vacation
areas or on major highways to these areas, provide a large customer base with
significant disposable income and a positive attitude toward shopping and a
base of business in locations that limit conflict with the Company's wholesale
customers. The success of a new outlet mall is heavily dependent on its
location and the attraction of a well known group of tenants.
The Company's stores also provide the opportunity to liquidate excess and
out-of-date inventory and factory "seconds", thereby substantially reducing
the need to sell such merchandise to discounters or jobbers at severely marked
down prices. The ability to control the sale of such merchandise also
prevents the damage to the image of the Company's brands which can result when
they are sold by discounters with inferior presentation and advertising.
The Company has developed a retail component for each of its principal
brands which has enhanced the Company's ability to reach a broad array of
consumers for its products. At the same time, it has allowed the Company to
expand its brands to other compatible products not carried in its regular
wholesale lines. The Company's success in expanding the types of products
available under its brand names has led to an increase in the product lines
available in its stores. For example, the Company now offers men's and
women's sportswear and accessories in many of its Bass stores and has
continued increasing the number of its stores offering Geoffrey Beene women's
wear.
The Company's retail formats are managed to allow each to enjoy its own
focus without infringing on the other formats, thereby enabling all formats to
co-exist in one outlet center. Thus, even though Van Heusen and Geoffrey
Beene stores each carry the same type of men's apparel products, each targets
and markets to a different consumer base: Van Heusen - the American brand,
moderate price and moderate fashion consumer; and Geoffrey Beene - the better
fashion forward consumer. In addition, all aspects of each retail format -
store design, presentation, sales personnel, packaging, product and price -
reinforce the Company's focus on value-oriented retailing to that particular
store format's target consumer.
Although the Company's expansion of its retail operations has led to
significant sales growth, many of the Company's stores have recently operated
unprofitably. The Company believes this has resulted from both a significant
downturn in recent years in the apparel and footwear markets as well as its
opening of retail stores in manufacturers' outlet centers that proved to be
less competitive as new and more productive centers opened in surrounding
areas. To address the Company's overexpansion in outlet retailing, during
fiscal 1995 the Company initiated a plan to close approximately 300
unprofitable stores. These store closings will allow the Company to achieve a
more balanced retail/wholesale sales mix while allowing the Company to reduce
its investment in its retail operations. Despite these closings, the Company
plans to continue selectively opening new stores in certain manufacturers'
outlet centers. However, since the Company already features one or more of
its store formats in the best-performing manufacturers' outlet centers in the
United States, and since the development and opening of new manufacturers'
outlet centers are occurring at a slower pace than in the past, future store
openings are anticipated to be fewer than in recent years.
Acquisition of the Apparel Group of Crystal Brands
On February 17, 1995, the Company acquired the Apparel Group of Crystal
Brands which added "Izod" and "Gant" to the Company's roster of highly
regarded brands. "Izod" and "Gant" products are sold at many better
2
department stores in the United States, including Macy's, Belk's, Dillard's
and May Co. In connection with the acquisition, the Company acquired 88
outlet stores which marketed apparel under the labels acquired from Crystal
Brands. The Company has converted 34 of these stores to stores which market
apparel under either the "Izod" or "Gant" label, or to other store formats
which the Company operates and has closed the other 54 stores. In addition,
the Company has converted substantially all of its private label retail stores
into stores which market apparel under either the "Izod" or "Gant" label. The
Company believes that stores which sell products under a known brand name
offer the Company higher profit margins, faster inventory turnover and greater
opportunity to expand the product offerings in those stores.
Apparel Business
The marketing of the Company's apparel products is currently conducted
principally under the following labels: "Van Heusen", "Geoffrey Beene",
"Bass", "Jantzen", "Izod", "Izod Club" and "Gant". The Company also markets
various private label apparel products.
Van Heusen
"Van Heusen" is the best-selling men's dress shirt and woven sport shirt
brand in the United States, according to research conducted by MRCA
Information Services. In addition to the "Van Heusen" label, branded products
are marketed under the sub-brands "417", "Players", "Over Easy", "Corporate
Casual", "Winter-weights" and "Editions."
"Van Heusen" branded dress and sport shirts and sweaters are marketed at
wholesale in the moderate to better price range to major department stores and
men's specialty stores nationwide, including May Co., Frederick Atkins,
JCPenney, Younkers and Mervyns.
During fiscal 1995, the Company continued to expand its offering of Van
Heusen "Corporate Casual" dress shirts. These shirts have a more casual
appearance and have a softer feel than regular dress shirts. The trend in the
United States to more casual work attire leads the Company to believe that the
overall demand for casual work attire, or "Friday Wear", will continue to
increase.
In addition, wholesale marketing of Van Heusen apparel includes knit
sport shirts and sweaters, and golf apparel which is marketed under the "Van
Heusen Players" label. Major customers include JCPenney and other fine
stores.
Van Heusen outlet stores offer a full collection of first quality men's
traditional, classic and contemporary dress furnishings (including dress
shirts, belts, hosiery and neckwear), men's sportswear (including sports
shirts, sweaters and bottoms) and ladies sportswear (including coordinates and
separates) and men's and women's activewear. Other than men's dress shirts,
sport shirts and sweaters, such apparel is not marketed or produced for sale
to the Company's wholesale customers.
The product mix targeted for Van Heusen stores is intended to satisfy the
key apparel needs of men from dress furnishings to casual wear, and of women
for casual wear. Van Heusen stores' merchandising strategy is focused on
achieving a classic and/or updated traditional look in a range of primarily
moderate price points. Target customers represent the broadest spectrum of
the American consumer.
Geoffrey Beene
The Company markets "Geoffrey Beene" labelled designer apparel under
three different licensing agreements with that designer. One agreement
permits the Company to market "Geoffrey Beene" labelled dress shirts and
sweaters at wholesale until the agreement terminates on December 31, 2001.
Two other agreements, one for men's apparel, the other for women's apparel,
3
permit the Company to market "Geoffrey Beene" labelled products in its retail
stores. The men's and women's agreements have renewal options extending
through December 31, 2005 and December 31, 2008, respectively.
"Geoffrey Beene" dress shirts are the best-selling men's designer dress
shirts in the United States, according to MRCA Information Services.
Consistent with the increase in the demand for casual work attire, the Company
has also expanded its marketing of Geoffrey Beene casual dress shirts.
Geoffrey Beene dress shirts are sold in the upper moderate to better price
range to major department stores and men's specialty stores nationwide,
including Frederick Atkins, Federated and May Co.
The Company's Geoffrey Beene stores offer a distinctive collection of
men's "Geoffrey Beene" labelled products, including dress and sport shirts,
neckwear, furnishings, outerwear, bottoms and sportswear. Through their
product mix, the Geoffrey Beene stores seek to meet the full needs of men's
wardrobes (excluding suits) from dress furnishings to casual wear. The
merchandising strategy is focused on an upscale, fashion forward consumer in
the upper moderate price range.
During fiscal 1995, the Company increased the number of its stores
offering "Geoffrey Beene" women's wear. Stores offering these products carry
a full line of women's casual apparel bearing the designer's name. The
Company plans to continue expanding the number of stores offering this product
in the future.
Bass
The Company's marketing of apparel under the "Bass" label began in 1992
and has been continuously expanded since that time.
"Bass" casual dress shirts, marketed at wholesale to major department
stores, including Federated and Frederick Atkins, are sold in the upper
moderate to better price range.
Until 1992, the Company's Bass outlet stores had marketed only footwear.
Since that time, the Company has introduced apparel and accessories consistent
with the Bass "lifestyle" into approximately 60% of its Bass stores. The
Company plans to continue to expand the percentage of its Bass stores carrying
"Bass" apparel products in the future.
Izod
"Izod" branded apparel products consist of active inspired men's
sportswear, including "Izod" sweaters (the best-selling men's sweater brand in
the United States, according to the NPD Consumer Purchase Panel). These
products are marketed in the upper moderate to better price range to major
retailers, including JCPenney, May Co. and Macy's.
The Company's retail business offering Izod products features stores
marketing men's and women's casual sportswear. Target customers are generally
brand loyalists who expect quality and fashion at reasonable prices.
Izod Club
"Izod Club" branded golf apparel products are marketed to golf pro shops
and golf resort retail stores in the better price range. "Izod Club" products
consist of collections of men's and women's apparel designed to outfit the
golfer from "head to toe". Products in the collection include golf shirts,
hats, sweaters, hosiery and, beginning in the Fall of 1996, footwear.
4
Gant
"Gant" branded apparel consists of a collection of men's sportswear,
including woven and knit tops and bottoms. The "Gant" brand represents an
American classic offering of men's sportswear designed for comfort and relaxed
fit. "Gant" products are marketed in the better price range to major
retailers, including Dillard's, Belk's, May Co., Macy's and fine specialty
stores.
The Company's Gant outlet stores offer fine quality knit and woven
shirts, sweaters, pants and shorts, outerwear and accessories for men. The
"Gant" line incorporates several sportswear "lifestyles". Included are
spectator-active and casual wear products, all of which maintain detailed
construction and high quality fabrics.
Jantzen
On January 24, 1995, the Company entered into a licensing agreement to
make and market "Jantzen" branded men's sweaters, sport shirts (including golf
apparel) and related bottoms. The licensing agreement expires January 31,
2000 but, under certain conditions, the Company may extend the agreement for
an additional five years. "Jantzen" apparel products are sold in the moderate
to better price range. Major customers for "Jantzen" branded apparel are
department and specialty stores including Belk's, Mercantile, Dayton Hudson
and Younkers. The Company believes that the licensing agreement further
strengthens the Company's position as the leading sweater and golf apparel
supplier in the United States.
Private Label Apparel
Private label programs offer the retailer the ability to create its own
line of exclusive merchandise and give the retailer control over distribution
of the product. The Company's customers work with the Company's designers to
develop shirts in the styles, sizes and cuts which the customers desire to
sell in their stores with their particular store names or private labels.
Private label programs offer the consumer quality product and offer the
retailer the opportunity to enjoy higher margins. Private label products,
however, do not have the same level of consumer recognition as branded
products and private label manufacturers do not generally provide retailers
with the same services and support as branded manufacturers.
The Company markets at wholesale men's dress shirts under private labels
to major national retail chains and department stores, including JCPenney,
Mervyns, Lord & Taylor and Sears. Private label sport shirts are marketed to
major retailers including K-Mart, Wal-Mart, Target, Sears and JCPenney.
Private label sweaters and golf apparel are marketed to traditional department
and specialty stores, national retail chains and catalog merchants, including
JCPenney and Sears. The Company also markets shirts to companies in service
industries, including major airlines and food chains. The Company believes it
is one of the largest marketers of private label dress shirts in the United
States.
During fiscal 1995, the Company ceased operating its Cape Isle Knitters
and Windsor Shirt private label retail stores, in large part by converting
these stores to another store format which the Company operates. The Company
currently plans to market private label apparel only at wholesale for the
foreseeable future.
Competition in the Apparel Industry
The apparel industry is highly competitive due to its fashion
orientation, its mix of large and small producers, the flow of imported
merchandise and the wide diversity of retailing methods. Competitive
pressures have been increased by the recent consolidations and closings of
major department store groups. Based on the variety of the apparel marketed
5
by the Company and the various channels of distribution it has developed, the
Company believes it is well-positioned in the industry, although the Company
has many diverse competitors in both manufacturing and retailing.
The Company's apparel wholesale divisions experience competition in
branded, designer and private label products. Some of the larger dress shirt
competitors include: Bidermann Industries ("Arrow" brand); Salant Corporation
("Perry Ellis" and "John Henry" brands); Warnaco ("Hathaway" brand); Smart
Shirt (private label shirt division of Kellwood); Capital Mercury (private
label shirts); and Oxford Industries (private label shirts). Some of the
larger sportswear competitors include: Warnaco ("Chaps" brand); Nautica
Enterprises ("Nautica" brand); and Tommy Hilfiger. For sweaters, the
Company's brands compete for department store floor space with private label
sweaters. While several apparel manufacturers currently operate outlet
stores, management believes that none offers a similar selection of product in
the variety of formats offered by the Company. The Company's retail stores
also compete with department stores, specialty stores, chain stores and
catalogs.
Footwear Business
The Company's footwear business consists of the manufacture and marketing
of a full line of traditional men's, women's and children's casual shoes under
the "Bass" brand name in the moderate to better price range. The Company also
offers a line of men's dress shoes. Various sub-brands are utilized, the most
important ones being "Weejun" and "Sunjun". "Bass" is the leading brand of
casual shoes in the United States, according to research conducted by Footwear
Market Insights ("FMI"), based on pairs of shoes sold. FMI's research shows
"Bass" branded footwear with a 4.4% share of the casual shoe market.
Bass' traditional wholesale customers are major department stores and
specialty shoe stores throughout the United States, including Federated, May
Co., Dillard's and Dayton Hudson. In 1992, Bass began marketing its footwear
internationally and is now selling footwear to retailers in Europe, Canada,
South America and Asia.
All footwear carried in the Bass wholesale line is designed "in-house."
Additional styles which are sold only in the Company's Bass stores are
designed both "in-house" and by third parties.
The Company's Bass stores, located primarily in manufacturers' outlet
malls, typically carry an assortment of "Bass" shoes, in the moderate to upper
moderate price range, as well as complementary products not sold to wholesale
customers. In addition, apparel and accessories are marketed in approximately
60% of the Company's Bass stores.
Bass' merchandising strategy is focused on achieving an American classic
look which emphasizes classic and traditional footwear design. The stores
emphasize the design interpretation "The Look That Never Wears Out" in
creating an image for its products.
Competition in the Shoe Industry
The shoe industry is characterized by fragmented competition.
Consequently, retailers and consumers have a wide variety of choices regarding
brands, style and price. However, over the years, Bass has maintained its
important position in the traditional casual footwear market. The Company's
primary competitors include Dexter, Rockport, Timberland, Sperry and Sebago.
The Company believes, however, that it manufactures a more extensive line of
footwear for both genders and in a broader price range than any of its
competitors.
6
Currently, Bass outlet stores have few direct footwear competitors.
Dexter and, to an even lesser extent, Timberland are the most prominent casual
footwear companies that are competing in the outlet environment. However,
multi-branded outlet footwear retailers, such as U.S. Shoe and Famous
Footwear, compete on price and assortment. The Company's retail stores also
compete with department stores, specialty stores, chain stores and catalogs.
Merchandise Design, Manufacturing and Product Procurement
The apparel and footwear merchandise manufactured by the Company as well
as the vast majority of its sourced products are planned and designed through
the efforts of its various merchandise/product development groups. These
groups consist of designers, product line builders and merchants who consider
consumer taste, fashion, history and the economic environment when creating a
product plan for a particular season. Apparel and footwear product lines are
developed primarily for two major selling seasons, spring and fall. However,
certain of the Company's product lines require more frequent introductions of
new merchandise.
The process from initial design to finished product varies greatly, but
generally spans nine to 12 months prior to each selling season. Raw materials
and production commitments are generally made four to 12 months prior to
production and quantities are finalized at that time. In addition, sales are
monitored regularly at both the retail and wholesale levels and modifications
in production can be made both to increase or reduce availability. The
Company's substantial efforts in the area of quick response to sales trends
(through the expanded use of its electronic data interchange "EDI" system)
maximize its inventory flexibility and minimize production overruns. This EDI
system provides a computer link between the Company and its wholesale
customers that enables both the customer and the Company to track sales,
inventory and shipments. Use of the system also reduces the amount of time it
takes a customer to determine its inventory needs and order replenishment
merchandise and for the Company to respond to the customer's order.
Dress shirts and sweaters are manufactured in the Company's domestic
apparel manufacturing facilities in Alabama, Arkansas and Puerto Rico. The
Company also operates facilities in Costa Rica, Guatemala and Honduras.
Additionally, the Company contracts for apparel merchandise with vendors
principally in the Far East, Middle East and Caribbean areas which meet its
quality and cost requirements. Footwear is manufactured in the Company's
factories located in Maine, Puerto Rico and the Dominican Republic. In
addition, the Company contracts for footwear merchandise which meet its
requirements from overseas vendors, principally in Brazil and the Far East.
The Company's foreign offices, located principally in Hong Kong, Korea,
Taiwan, Singapore, Brazil and throughout Central America, enable the Company
to monitor the quality of the goods manufactured by, and the delivery
performance of, its suppliers. The Company continually seeks additional
suppliers throughout the world for its sourcing needs and places its orders in
a manner designed to limit the risk that a disruption of production at any one
facility could cause a serious inventory problem. The Company has experienced
no significant production delays or difficulties in importing goods. However,
from time to time the Company has incurred added costs by shipping goods by
air freight in order for it to meet certain delivery commitments to its
customers. The Company's purchases from its suppliers are effected through
individual purchase orders specifying the price and quantity of the items to
be produced. The Company does not have any long-term, formal arrangements
with any of the suppliers which manufacture its products. The Company
believes that it is the largest customer of many of its manufacturing
suppliers and considers its relations with its suppliers to be satisfactory.
No single supplier is critical to the Company's production needs, and the
Company believes that an ample number of alternative suppliers exist should
the Company need to secure additional or replacement production capacity.
7
The Company purchases raw materials, including shirting fabric, buttons,
thread, labels, yarn, piece goods and leather, from domestic and foreign
sources based on quality, pricing (including quotas and duties) and
availability factors. The Company believes it is one of the largest procurers
of shirting fabric world-wide and purchases the majority of its shirting
fabric from overseas manufacturers, due, in part, to decreased domestic
production. The Company monitors factors affecting textile production and
imports and remains flexible in order to exploit advantages in obtaining
materials from different suppliers and different geographic regions. Rawhide
leather for "Bass" footwear is procured mainly from domestic suppliers. Bass
monitors the leather market and makes purchases on the spot market or through
blanket contracts with suppliers as price trends dictate. No single supplier
of raw materials is critical to the Company's production needs and the Company
believes that an ample number of alternative suppliers exist should the
Company need to secure additional or replacement raw materials.
Advertising and Promotion
The Company has used national advertising to communicate the Company's
marketing message since the 1920's. The Company believes that this effort has
helped create strong brand awareness and a high recognition factor among
American consumers and has contributed to the overall success of the Company.
The Company advertises primarily in national print media, including fashion,
entertainment/human interest, business, men's, women's and sports magazines.
Brand awareness is further supplemented by the Company's co-op advertising
program through which the Company and individual retailers combine their
efforts and share the cost of store radio, television and newspaper
advertisements and in-store advertising and promotional events featuring the
Company's branded products.
The Company relies upon local outlet mall developers to promote traffic
for their centers. Outlet center developers employ multiple formats,
including signage (highway billboards, off-highway directional signs, on-site
signage and on-site information centers), print advertising (brochures,
newspapers and travel magazines), direct marketing (to tour bus companies and
travel agents), radio and television, and special promotions.
Trademarks
The Company has the exclusive right to use the "Gant" and Izod" names in
most countries, the "Van Heusen" name in North, Central and South America as
well as the Philippines, and the exclusive world-wide right to use "Bass" for
footwear. The Company has registered or applied for registration of numerous
other trademarks for use on a variety of items of apparel and footwear and
related products and owns many foreign trademark registrations. It presently
has pending a number of applications for additional trademark registrations.
The Company regards its trademarks and other proprietary rights as valuable
assets and believes that they have significant value in the marketing of its
products.
Licensing
The Company has various agreements under which it licenses the use of its
brand names. The Company is licensing the "Van Heusen" name for apparel
products in Canada and in most of the South and Central American countries.
In the United States, the Company currently licenses the use of the "Van
Heusen" name for various products that it does not manufacture or source,
including boy's apparel, sleepwear, eyeglasses, neckwear and other accessories
and is exploring the possibility of licensing the name for use on other
products. The Company licenses the use of the "Bass" name for footwear in
Hong Kong, Japan, Europe and Latin America, and for neckwear in the United
States. The Company licenses the use of the "Gant" name for a complete range
of sportswear and footwear in Europe, Australia, New Zealand and the Far East.
(During fiscal 1995, the Company acquired 25% of this Gant licensee, Pyramid
8
Sportswear). The Company also licenses the use of the "Gant" name for
outerwear and dress furnishings in the United States. The Company licenses
the use of the "Izod" name for infants, toddlers and childrens clothing, as
well as "big and tall" apparel, in the United States, and for men's and
women's sportswear in Canada. The Company plans to continue expanding its
world-wide licensing efforts under the "Gant" and "Izod" trademarks.
Retail Stores
As of January 28, 1996, the Company operated 911 stores in five different
formats: Van Heusen, Bass, Geoffrey Beene, Gant and Izod. The Company's
stores are located primarily in manufacturers' outlet malls. Store layouts
and designs differ among the five retail formats in order to maximize the
effectiveness of the product and pricing strategy directed toward each
format's specific target customer.
Manufacturers' outlet malls are a growing segment of the retail industry,
and the Company is a leading operator of outlet mall stores. Other branded
apparel manufacturers who have entered the outlet mall sector include Ralph
Lauren, Liz Claiborne, Bugle Boy, Nine West, Jockey, Donna Karan, Sara Lee,
Jones New York, Nautica, Tommy Hilfiger, Calvin Klein and Anne Klein.
The following table sets forth the number of openings and closings of the
Company's retail stores by fiscal year since 1991 and the number of stores
operated at the end of each fiscal year:
Fiscal Fiscal Fiscal Fiscal Fiscal
1995 1994 1993 1992 1991
Store openings:. . . . . . . . . . . . 102(1) 139 126 116 126
Store closings:. . . . . . . . . . . . 63 47 51 47 40
Total stores operated at year end: . . 911 872 780 705 636
(1) Includes a net addition of 34 stores acquired from Crystal Brands.
Although the Company's expansion of its retail operations has led to
significant sales growth, many of the Company's stores have recently operated
unprofitably. The Company believes this has resulted from both a significant
downturn in recent years in the apparel and footwear markets as well as its
opening of retail stores in manufacturers' outlet centers that proved to be
less competitive as new and more productive centers opened in surrounding
areas. To address this overexpansion, during fiscal 1995 the Company
initiated a plan to close approximately 300 unprofitable stores. Despite
these closings, the Company plans to continue selectively opening new stores
in certain manufacturers' outlet centers. However, since the Company already
features one or more of its store formats in the best-performing
manufacturers' outlet centers in the United States, and since the development
and opening of new manufacturers' outlet centers are occurring at a slower
pace than in the past, future store openings are anticipated to be fewer than
in recent years.
The Company maintains a real estate department which works with the store
planning and design department in opening new stores. The real estate
department locates appropriate sites based on information regarding area
demographics, model store size, available lease arrangements and projected
volume and operating returns. In preparation for opening, the store planning
and design department coordinates interior plans with landlords, division
heads, contractors and developers. As construction is completed, a project
manager supervises fixture installation as well as ensures the quality of
workmanship demanded by the Company. Field management then begins the
merchandising process. All of these efforts culminate with the opening of
each new store.
9
Tariffs and Import Restrictions
A substantial portion of the Company's products are manufactured by
contractors located outside the United States. These products are imported
and are subject to United States Customs laws, which impose tariffs as well as
import quota restrictions established by the Department of Commerce. However,
a significant portion of the Company's apparel products is imported from its
Caribbean Basin manufacturing facilities and is therefore eligible for certain
duty-advantaged programs commonly known as "807 Programs." While importation
of goods from certain countries from which the Company obtains goods may be
subject to embargo by United States Customs authorities if shipments exceed
quota limits, the Company closely monitors import quotas and can, in most
cases, shift production to contractors located in countries with available
quotas. The existence of import quotas has, therefore, not had a material
adverse effect on the Company's business.
Employees
As of January 28, 1996, the Company employed approximately 9,800 persons
on a full-time basis and approximately 3,100 persons on a part-time basis.
Approximately 7% of the Company's 12,900 employees are represented for the
purpose of collective bargaining by three different unions. Additional
persons, some represented by these three unions, are employed from time to
time based upon the Company's manufacturing schedules and retailing seasonal
needs. The Company believes that its relations with its employees are
satisfactory.
10
Item 2. Properties
The Company maintains its principal executive offices at 1290 Avenue of
the Americas, New York, New York, occupying approximately 80,000 square feet
under a sub-lease which expires on December 30, 1998. The Company also
maintains administrative offices at 404 Fifth Avenue, New York, New York,
where the Company occupies approximately 38,000 square feet under a lease
which expires on June 30, 1997, and in Bridgewater, New Jersey, where the
Company occupies a building of approximately 153,000 square feet under a lease
which expires on July 30, 2007. The following tables summarize the other
manufacturing facilities, warehouses and distribution centers, administrative
offices and retail stores of the Company as of January 28, 1996:
Apparel Business
Square Feet of
Floor Space (000's)
Owned Leased Total
Manufacturing Facilities . . . . . . . . . . . . . . 239 235 474
Warehouses and Distribution Centers. . . . . . . . . 1,728 207 1,935
Administrative . . . . . . . . . . . . . . . . . . . 16 72 88
Retail Stores. . . . . . . . . . . . . . . . . . . . 6 2,383 2,389
1,989 2,897 4,886
Footwear Business
Owned Leased Total
Manufacturing Facilities . . . . . . . . . . . . . . 274 116 390
Warehouses and Distribution Centers. . . . . . . . . 127 241 368
Administrative . . . . . . . . . . . . . . . . . . . 20 128 148
Retail Stores. . . . . . . . . . . . . . . . . . . . 8 1,537 1,545
429 2,022 2,451
Information with respect to minimum annual rental commitments under
leases in which the Company is a lessee is incorporated herein by reference to
the note entitled "Leases" in the Notes to Consolidated Financial Statements
incorporated by reference in Item 8 of this report.
Item 3. Legal Proceedings
The Company is a party to certain litigation which, in the Company's
judgment based in part on the opinion of legal counsel, will not have a
material adverse effect on the Company's financial position.
Item 4. Submission of Matters to a Vote of Security Holders
None.
11
Executive Officers of the Registrant
The following table sets forth certain information concerning the
Company's Executive Officers:
Name Position Age
Bruce J. Klatsky Chairman; President; Chief Executive Officer;
Director 47
Irwin W. Winter Executive Vice President and Chief Financial
Officer; Director 62
Allen E. Sirkin Vice Chairman 53
Mark Weber Vice Chairman 47
Michael J. Blitzer Senior Vice President 46
Emanuel Chirico Vice President and Controller 38
Mr. Bruce J. Klatsky has been employed by the Company in various
capacities over the last 24 years, and has been President of the Company since
1987. Mr. Klatsky has served as a director of the Company since 1985 and was
named Chief Executive Officer in June of 1993 and Chairman of the Board of
Directors in June of 1994.
Mr. Irwin W. Winter joined the Company in 1987 as Vice President, Finance
and Chief Financial Officer. Mr. Winter has served as a director of the
Company since 1987.
Mr. Allen E. Sirkin has been employed by the Company since 1985. He
served as Chairman of the Company's Apparel Group since 1990 and was named
Vice Chairman of the Company in 1995.
Mr. Mark Weber has been employed by the Company in various capacities
over the last 24 years, had been a Vice President of the Company since 1988
and was named Vice Chairman of the Company in 1995.
Mr. Michael J. Blitzer has been employed by the Company since 1980. In
1995, Mr. Blitzer was named Senior Vice President. For the prior five years,
Mr. Blitzer served as President of the Company's Van Heusen retail operations.
Mr. Emanuel Chirico has been employed by the Company as Vice President
and Controller since 1993. Prior to that, Mr. Chirico was a partner with the
accounting firm of Ernst and Young LLP.
12
PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters
Information with respect to the market for the Company's common stock and
related security holder matters which appears under the heading "Selected
Quarterly Financial Data" in the 1995 Annual Report to Stockholders, is
incorporated herein by reference. As of April 11, 1996, there were 1,969
stockholders of record of the Company's common stock.
Item 6. Selected Financial Data
Selected Financial Data which appears under the heading "Nine Year
Financial Summary" in the 1995 Annual Report to Stockholders, is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's Discussion and Analysis of Financial Condition and Results
of Operations which appears under the heading "Financial Review" in the 1995
Annual Report to Stockholders, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements, which appear in the 1995 Annual
Report to Stockholders, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
13
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 is incorporated herein by reference
to the section entitled "Election of Directors" of the Company's proxy
statement for the Annual Meeting of Stockholders to be held on June 18, 1996.
Item 11. Executive Compensation
Information with respect to Executive Compensation is incorporated herein
by reference to the sections entitled "Executive Compensation", "Compensation
Committee Report on Executive Compensation" and "Performance Graph" of the
Company's proxy statement for the Annual Meeting of Stockholders to be held on
June 18, 1996.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with respect to the Security Ownership of Certain Beneficial
Owners and Management is incorporated herein by reference to the section
entitled "Security Ownership of Certain Beneficial Owners and Management" of
the Company's proxy statement for the Annual Meeting of Stockholders to be
held on June 18, 1996.
Item 13. Certain Relationships and Related Transactions
Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to the sections entitled
"Election of Directors" and "Compensation of Directors" of the Company's proxy
statement for the Annual Meeting of Stockholders to be held on June 18, 1996.
14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) The following consolidated financial statements are incorporated by
reference in Item 8 of this report:
Consolidated Statements of Income--Years Ended January 28, 1996,
January 29, 1995 and January 30, 1994
Consolidated Balance Sheets--January 28, 1996 and January 29, 1995
Consolidated Statements of Cash Flows--Years Ended January 28, 1996,
January 29, 1995 and January 30, 1994
Consolidated Statements of Changes in Stockholders' Equity--
Years Ended January 28, 1996, January 29, 1995 and January 30, 1994
Notes to Consolidated Financial Statements
(a)(2) See page F-1 for a listing of financial statement schedules submitted
as part of this report.
(a)(3) The following exhibits are included in this report:
Exhibit
Number
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 (incorporated by reference
to Exhibit 4.7 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.8 Third Amendment, dated as of September 27, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.8 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
15
4.9 Fourth Amendment, dated as of September 28, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.9 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.10 Fifth Amendment, dated as of April 1, 1996, to the Credit Agreement
dated as of December 16, 1993.
4.11 Note Agreement, dated October 1, 1992, among PVH, The Equitable
Life Assurance Society of the United States, Equitable Variable
Life Insurance Company, Unum Life Insurance Company of America,
Nationwide Life Insurance Company, Employers Life Insurance Company
of Wausau and Lutheran Brotherhood (incorporated by reference to
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).
4.12 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 (incorporated by reference to Exhibit 10.1 to the Company's
report on Form 10-Q for the period ended October 29, 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 as of April 16, 1996.
*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
(incorporated by reference to Exhibit 10.8 to the Company's report
on Form 10-Q for the period ending October 29, 1995).
*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 July 1, 1995.
16
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).
*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, as amended as of April 16, 1996.
13. Sections of the 1995 Annual Report to Stockholders for the fiscal
year ended January 28, 1996 which are included in Parts I and II of
this Form 10-K. These sections are Selected Quarterly Financial
Data, Nine Year Financial Summary, Financial Review and the
consolidated financial statements.
21. Subsidiaries of the Company.
23. Consent of Independent Auditors.
27. Financial Data Schedule
(b) Reports filed on Form 8-K filed during the fourth quarter of 1995:
None
(c) Exhibits: See (a)(3) above for a listing of the exhibits included as part
of this report.
(d) Financial Statement Schedules: See page F-1 for a listing of the
financial statement schedules submitted as part of this report.
(e) The Company agrees to furnish to the Commission upon request a copy of
each agreement with respect to long-term debt where the total amount of
securities authorized thereunder does not exceed 10% of the total
consolidated assets of the Company.
* Management contract or compensatory plan or arrangement required to be
identified pursuant to Item 14(a) of this report.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: Bruce J. Klatsky
Bruce J. Klatsky
Chairman, President, Chief
Executive Officer and Director
Date: April 16, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
Bruce J. Klatsky Chairman, President, Chief Executive April 16, 1996
Bruce J. Klatsky Officer and Director (Principal
Executive Officer)
Irwin W. Winter Executive Vice President and April 16, 1996
Irwin W. Winter Chief Financial Officer
Emanuel Chirico Vice President and Controller April 16, 1996
Emanuel Chirico (Principal Accounting Officer)
Edward H. Cohen Director April 16, 1996
Edward H. Cohen
Estelle Ellis Director April 16, 1996
Estelle Ellis
Joseph B. Fuller Director April 16, 1996
Joseph B. Fuller
Maria Elena Lagomasino Director April 16, 1996
Maria Elena Lagomasino
Harry N.S. Lee Director April 16, 1996
Harry N.S. Lee
Bruce Maggin Director April 16, 1996
Bruce Maggin
Ellis E. Meredith Director April 16, 1996
Ellis E. Meredith
Steven L. Osterweis Director April 16, 1996
Steven L. Osterweis
William S. Scolnick Director April 16, 1996
William S. Scolnick
Peter J. Solomon Director April 16, 1996
Peter J. Solomon
18
FORM 10-K-ITEM 14(a)(2)
PHILLIPS-VAN HEUSEN CORPORATION
INDEX TO FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedules of Phillips-Van
Heusen Corporation and subsidiaries are included herein:
Schedule II - Valuation and Qualifying Accounts. . . . . . . . F-2
Schedule IX - Short-Term Borrowings. . . . . . . . . . . . . . F-5
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
F-1
SCHEDULE II
PHILLIPS-VAN HEUSEN CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Year Ended January 28, 1996
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period
Deducted from asset accounts:
Allowance for doubtful
accounts. . . . . . . . . . . . $1,616,538 $912,894(a) $3,331,061(b) $497,022(c) $5,363,471
(a) Provisions for doubtful accounts.
(b) Primarily reserves acquired in connection with the acquisition of the Gant and Izod businesses from Crystal
Brands.
(c) Primarily uncollectible accounts charged against the allowance provided therefor.
F-2
SCHEDULE II
PHILLIPS-VAN HEUSEN CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Year Ended January 29, 1995
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period
Deducted from asset accounts:
Allowance for doubtful
accounts. . . . . . . . . . . . $2,171,067 $508,862(a) $277,676(b) $1,341,067(c) $1,616,538
(a) Provisions for doubtful accounts.
(b) Recoveries of doubtful accounts previously written off.
(c) Primarily uncollectible accounts charged against the allowance provided therefor.
F-3
SCHEDULE II - (Continued)
PHILLIPS-VAN HEUSEN CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Year Ended January 30, 1994
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period
Allowances deducted from
asset accounts:
Allowance for discounts . . . . . $ 19,000 $ - $ - $ 19,000(a)$ -
Allowance for doubtful
accounts. . . . . . . . . . . . 2,311,500 79,228(b) 224,594(c) 444,255(d) 2,171,067
$ 2,330,500 $ 79,228 $224,594 $463,255 $2,171,067
(a) Allowance reversed since no discounts were given to customers in 1993.
(b) Provisions for doubtful accounts.
(c) Recoveries of doubtful accounts previously written off.
(d) Primarily uncollectible accounts charged against the allowance provided therefor.
F-4
SCHEDULE IX
PHILLIPS-VAN HEUSEN CORPORATION
SHORT-TERM BORROWINGS
Column A Column B Column C Column D Column E Column F
Average
Maximum Amount Weighted
Weighted Amount Outstanding Average
Balance At Average Outstanding During Interest Rate
Category of Aggregate End Interest During the During
Short-Term Borrowing of Period Rate the Period Period(a) the Period(b)
Year ended January 28, 1996:
Revolving Credit Facilities . . . $131,590,000 5.95% $204,975,000 $141,930,000 6.57%
Year ended January 29, 1995:
Revolving Credit Facilities . . .$ - - $ 5,260,000 $ 124,000 6.08%
Year ended January 30, 1994:
Revolving Credit Facilities . . .$ - - $ 41,600,000 $ 7,211,000 4.80%
(a) The average amount outstanding during the period was computed on a daily basis.
(b) The weighted average interest rate during the period was computed by dividing the actual interest expense
by the average revolving credit balance outstanding.
F-5
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The following table lists all of the subsidiaries of the Company and the
jurisdiction of incorporation of each subsidiary. Except as otherwise
indicated, each subsidiary does business under its corporate name indicated in
the table.
Name State or Other Jurisdiction of Incorporation
G. H. Bass Franchises Inc. Delaware
G. H. Bass Caribbean Inc. Delaware
Caribe M&I Ltd. Cayman Islands
GHB (Far East) Limited Hong Kong
Van Heusen Transportation
Corporation Delaware
Tejidos De Coamo, Inc. Delaware
Envoy Pacific Limited Hong Kong
Confecciones Imperio, S.A. Costa Rica
Camisas Modernas, S.A. Guatemala
G. H. Bass Comercio
Exportacacao Ltda. Brazil
PVH Retail Corp. Delaware
IZOD Gant Corp. Pennsylvania
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report on Form
10-K of Phillips-Van Heusen Corporation of our report dated March 12, 1996,
included in the Annual Report to Stockholders of Phillips-Van Heusen
Corporation.
Our audits also included the financial statement schedules of Phillips-Van
Heusen Corporation listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth herein.
We also consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 33-50751), Registration Statement (Form S-8 No.
33-59602), Registration Statement (Form S-3 No. 33-46770), 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 and in the related
Prospectuses of our report dated March 12, 1996, with respect to the
consolidated financial statements and schedules of Phillips-Van Heusen
Corporation included in this Form 10-K for the year ended January 28, 1996.
ERNST & YOUNG LLP
New York, New York
April 24, 1996