SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
February 12, 2003
-----------------
PHILLIPS-VAN HEUSEN CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-724 13-1166910
------ ----------
(Commission File Number) (IRS Employer Identification Number)
200 Madison Avenue, New York, New York 10016
--------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number (212)-381-3500
--------------
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
This Form 8-K/A is being filed to amend the Form 8-K filed on February
26, 2003 by Phillips-Van Heusen Corporation ("PVH") to include the financial
statements and pro forma financial information referred to in Item 7 below
relating to the CKI Acquisition (as defined below). At the time of the filing of
the Form 8-K, it was impractical for PVH to provide these financial statements
and pro forma information. Pursuant to the instructions to Item 7 of Form 8-K,
PVH hereby amends Item 7 to the Form 8-K to include the previously omitted
information.
On February 12, 2003, PVH, a Delaware corporation, completed the
acquisition (the "CKI Acquisition") from Calvin Klein, Barry Schwartz and
certain family members and affiliated trusts (collectively, the "Sellers") of
all of the issued and outstanding stock of Calvin Klein, Inc., a New York
corporation, Calvin Klein (Europe), Inc., a Delaware corporation, Calvin Klein
(Europe II) Corp., a Delaware corporation, Calvin Klein Europe S.r.l., a limited
liability company organized under the laws of Italy, and CK Service Corp., a
Delaware corporation. Calvin Klein, Inc., Calvin Klein (Europe), Inc., Calvin
Klein (Europe II) Corp., Calvin Klein Europe S.r.l., and CK Service Corp.
collectively are defined as the "CK Companies".
The CKI Acquisition was accomplished pursuant to the Stock Purchase
Agreement ("CKI Purchase Agreement"), dated December 17, 2002, among PVH, the CK
Companies and the Sellers, which was previously filed as an exhibit, to the Form
8-K filed by PVH on December 20, 2002. The total net consideration paid for
PVH's acquisition of the CK Companies was $438.0 million, subject to
post-closing adjustments, and was comprised of $408.0 million in net cash and
$30.0 million of PVH's common stock issued to the Sellers. As part of the
purchase price in connection with the CKI Acquisition and in consideration of
his sale to PVH of all of his rights under a design services letter agreement
with Calvin Klein, Inc., Mr. Klein will receive contingent purchase price
payments for 15 years based on a percentage of total worldwide net sales of
products bearing any of the Calvin Klein brands, and received a nine-year
warrant to purchase 320,000 shares of PVH's common stock at $28 per share (the
"Klein Warrant").
In connection with the issuance of PVH common stock to the Sellers,
PVH granted the Sellers certain registration rights pursuant to the Registration
Rights Agreement (the "Registration Rights Agreement"), dated February 12, 2003,
between PVH, the Sellers, and the affiliates of Apax Managers, Inc. and Apax
Partners Europe Managers Limited.
The foregoing descriptions of the CKI Purchase Agreement, the Klein
Warrant, and the Registration Rights Agreement are qualified in their entirety
by reference to the full text of such documents and are incorporated herein by
reference.
Supplemental information is attached hereto as Exhibit 99.1 with
respect to (i) a transaction between Calvin Klein, Inc. and Vestimenta, S.p.A.,
and (ii) other pro forma information with respect to EBITDA.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED.
Page No.
--------
Combined Financial Statements of Calvin Klein, Inc.
Report of Independent Accountants................................ F-1
Combined Statements of Operations for the Fiscal Years
Ended December 28, 2002, December 29, 2001 and
December 30, 2000.............................................. F-2
Combined Balance Sheets as of December 28, 2002
and December 29, 2001.......................................... F-3
Combined Statements of Shareholders' Equity for the
Fiscal Years Ended December 28, 2002, December 29,
2001 and December 30, 2000..................................... F-4
Combined Statements of Cash Flows for the Fiscal
Years Ended December 28, 2002, December 29, 2001
and December 30, 2000.......................................... F-5
Notes to Combined Financial Statements........................... F-6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Shareholders of Calvin Klein, Inc.:
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of Calvin Klein, Inc.
and its affiliates (the "Company") at December 28, 2002 and December 29, 2001,
and the results of their operations and their cash flows for each of the three
fiscal years in the period ended December 28, 2002 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers, LLP
New York, New York
April 14, 2003
F-1
CALVIN KLEIN, INC.
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
2002 2001 2000
------------- -------------- ------------
REVENUES
Royalty and design revenues ...................... $ 118,058 $ 118,417 $ 154,427
Net sales ........................................ 45,952 51,977 64,813
Other revenues ................................... 7,982 8,426 9,538
--------- ---------- ---------
171,992 178,820 228,778
--------- ---------- ---------
COST AND EXPENSES
Cost of goods sold ............................... 36,580 49,640 42,602
Selling, general and administrative expenses ..... 113,084 125,456 134,557
Design services letter agreement ................. 17,052 16,780 22,091
Other income, net ................................ (220) (1,850) (806)
Nonrecurring expenses ............................ 2,440 5,855 185
--------- ---------- ---------
168,936 195,881 198,629
--------- ---------- ---------
INCOME (LOSS) BEFORE INTEREST AND
INCOME TAXES .................................. 3,056 (17,061) 30,149
Interest (expense) income, net .................... (156) 179 907
--------- ---------- ---------
INCOME (LOSS) BEFORE INCOME TAXES .............. 2,900 (16,882) 31,056
Provision for income taxes ........................ 4,048 2,577 6,658
--------- ---------- ---------
NET (LOSS) INCOME .............................. $ (1,148) $ (19,459) $ 24,398
========= ========== =========
The accompanying notes are an integral part of these financial statements.
F-2
CALVIN KLEIN, INC.
COMBINED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 28, DECEMBER 29,
2002 2001
-------------- -------------
ASSETS
CURRENT ASSETS ....................................
Cash and cash equivalents ........................ $ 3,566 $ 1,614
Accounts receivable, net ......................... 31,022 36,336
Inventories, net ................................. 15,825 11,693
Due from shareholder ............................. 4,000 180
Other current assets ............................. 13,597 10,873
-------- -------
TOTAL CURRENT ASSETS .......................... 68,010 60,696
PROPERTY AND EQUIPMENT, NET ....................... 18,623 20,789
DEFERRED INCOME TAX ASSET ......................... 2,937 3,164
DUE FROM SHAREHOLDER .............................. -- 365
OTHER ASSETS ...................................... 2,833 6,799
-------- -------
$ 92,403 $91,813
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES ...............................
Bank borrowings .................................. $ 21,000 $13,000
Current portion of long-term obligations ......... 194 526
Accounts payable ................................. 18,455 16,752
Accrued liabilities .............................. 23,134 29,513
Accrued design services letter agreement ......... 8,051 7,769
Income taxes payable ............................. 856 980
-------- -------
TOTAL CURRENT LIABILITIES ..................... 71,690 68,540
LONG-TERM OBLIGATIONS ............................. 241 435
NONREFUNDABLE DEFERRED REVENUE .................... 11,754 13,997
-------- -------
83,685 82,972
-------- -------
COMMITMENTS & CONTINGENCIES (See Notes E and I)
SHAREHOLDERS' EQUITY
Common stock ..................................... 453 453
Additional paid-in capital ....................... 8,932 8,932
Accumulated deficit .............................. (1,367) (219)
Accumulated other comprehensive income (loss):
Cumulative translation adjustments ............. 700 (325)
-------- -------
TOTAL SHAREHOLDERS' EQUITY .................... 8,718 8,841
-------- -------
$ 92,403 $91,813
======== =======
The accompanying notes are an integral part of these financial statements.
F-3
CALVIN KLEIN, INC.
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
RETAINED ACCUMULATED
ADDITIONAL EARNINGS OTHER TOTAL
COMMON PAID-IN (ACCUMULATED COMPREHENSIVE SHAREHOLDERS' COMPREHENSIVE
STOCK CAPITAL DEFICIT) INCOME (LOSS) EQUITY INCOME (LOSS)
-------- ------------ -------------- --------------- --------------- --------------
JANUARY 1, 2000 ........................ $443 $ 13,551 $ 47,349 $ 11 $ 61,354
Net income for 2000 ................... -- -- 24,398 -- 24,398 $ 24,398
Distributions to shareholders ......... -- -- (46,516) -- (46,516) --
Foreign currency translation .......... -- -- -- (228) (228) (228)
---- -------- --------- ------ --------- ---------
DECEMBER 30, 2000 ...................... 443 13,551 25,231 (217) 39,008 $ 24,170
=========
Net loss for 2001 ..................... -- -- (19,459) -- (19,459) $ (19,459)
Capital contribution .................. 10 90 -- -- 100 --
Distributions to shareholders ......... -- (4,709) (5,991) -- (10,700) --
Foreign currency translation .......... -- -- -- (108) (108) (108)
---- -------- --------- ------ --------- ---------
DECEMBER 29, 2001 ...................... 453 8,932 (219) (325) 8,841 $ (19,567)
=========
Net loss for 2002 ..................... -- -- (1,148) -- (1,148) $ (1,148)
Foreign currency translation .......... -- -- -- 1,025 1,025 1,025
---- -------- --------- ------ --------- ---------
DECEMBER 28, 2002 ...................... $453 $ 8,932 $ (1,367) $ 700 $ 8,718 $ (123)
==== ======== ========= ====== ========= =========
The accompanying notes are an integral part of these financial statements.
F-4
CALVIN KLEIN, INC.
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
2002 2001 2000
------------ -------------- -----------
OPERATING ACTIVITIES
Net (loss) income ............................................... $ (1,148) $ (19,459) $ 24,398
Items that reconcile net (loss) income with net cash provided by
(applied to) operating activities:
Depreciation and amortization ................................. 5,050 5,835 6,312
Deferred income taxes ......................................... 574 (1,446) (376)
Nonrefundable deferred revenue ................................ (2,243) 637 (165)
Net gain on disposal of property and equipment ................ (519) -- --
Nonrecurring charges .......................................... -- 3,801 --
Impairment of investees ....................................... 4,460 -- 253
Equity in income of investees, net ............................ -- -- 209
Changes in operating assets:
Accounts receivable, net ...................................... 5,314 9,267 5,023
Inventories, net .............................................. (4,132) 6,701 (4,349)
Other current assets .......................................... (3,071) (3,145) 1,062
Changes in operating liabilities:
Accounts payable .............................................. 4,337 (1,701) 2,075
Accrued liabilities and design services letter agreement ...... (7,375) (6,366) 5,239
Income taxes payable .......................................... (124) (866) (462)
Other ........................................................... 394 (359) (200)
-------- ---------- ---------
NET CASH PROVIDED BY (APPLIED TO) OPERATING
ACTIVITIES .................................................... 1,517 (7,101) 39,019
-------- ---------- ---------
INVESTING ACTIVITIES
(Loans to) repayment by shareholders ............................ (3,455) 346 690
Purchase of property and equipment .............................. (3,077) (6,729) (2,679)
Investment in intangible assets ................................. (177) (138) (743)
Proceeds from sale of equity investment ......................... -- 706 --
Proceeds from sale of property and equipment .................... 2,304 -- --
-------- ---------- ---------
NET CASH APPLIED TO INVESTING ACTIVITIES ........................ (4,405) (5,815) (2,732)
-------- ---------- ---------
FINANCING ACTIVITIES
Short-term borrowings, net ...................................... 8,000 13,000 --
Change in book overdrafts ....................................... (2,634) 3,879 --
Payment of long-term obligations ................................ (526) (737) (1,793)
Capital contributions ........................................... -- 100 --
Cash distribution to shareholders ............................... -- (10,700) (46,516)
-------- ---------- ---------
NET CASH PROVIDED BY (APPLIED TO) FINANCING
ACTIVITIES .................................................... 4,840 5,542 (48,309)
-------- ---------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ..................................................... 1,952 (7,374) (12,022)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ................... 1,614 8,988 21,010
-------- ---------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR ......................... $ 3,566 $ 1,614 $ 8,988
======== ========== =========
SUPPLEMENTARY INFORMATION:
Cash paid during the fiscal year for:
Interest ........................................................ $ 495 $ 310 $ 344
======== ========== =========
Income taxes -- net of refunds .................................. $ 4,231 $ 5,346 $ 7,525
======== ========== =========
The accompanying notes are an integral part of these financial statements.
F-5
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Calvin Klein, Inc. (the "Company") and its
affiliates are engaged principally in the design, and through both license and
similar agreements and owned operations, the manufacture, and wholesale and
retail marketing of apparel and other lifestyle products bearing the CALVIN
KLEIN or derivative trademark (the "Trademarks").
Basis of Presentation: The Company's fiscal year ends on the Saturday
closest to December 31. Fiscal years 2002, 2001 and 2000 include 52 weeks each.
The financial statements presented for the fiscal years ended December 28, 2002
("2002"), December 29, 2001 ("2001"), and December 30, 2000 ("2000") combine
the accounts of Calvin Klein, Inc. and its three affiliated companies, Calvin
Klein Europe, S.r.L, CK Service Corp. and Calvin Klein (Europe II) Corp. (which
conduct the Company's international operations). Combined financial statements
have been prepared as all affiliated companies are jointly controlled and
managed by the shareholders of the Company and are operated as one economic
unit. All significant intercompany transactions and balances between affiliated
companies are eliminated in combination.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues, costs and
expenses during the reporting period. Actual results could differ from these
estimates. The more significant estimates and assumptions include reserves for
accounts receivable, inventory, and the valuation of deferred tax assets.
Revenue Recognition: The Company enters into licensing agreements which
grant the licensee exclusive rights to use certain Trademarks in connection
with the manufacture and sale of designated products in specified geographical
areas. The license agreements provide for payments based on specified
percentages of net sales of licensed products and require that certain minimum
amounts be spent on advertising for licensed products. Royalty and design
revenues are recognized as earned pursuant to the terms of the underlying
agreements and are based either on the underlying product sales or minimum
royalty and design fees as defined by the licensing agreements. Fees related to
the inception, modification and renewal of license agreements, are recorded as
deferred revenue and are amortized over the related license terms and are
included within "Other revenues." Commissions earned by the Company's
advertising division are also included in "Other revenues" in the accompanying
statements of operations.
Included in the accompanying balance sheets at December 28, 2002 and
December 29, 2001 are $801 and $6,075, respectively, of advance royalties
received from certain licensees. Such amounts are included in accrued
liabilities and will be recognized as income in accordance with the
aforementioned policy.
Net revenues from wholesale product sales are recognized upon customer
acceptance. Reserves for estimated returns, markdown allowances, discounts and
doubtful accounts are provided when sales are recorded. Retail store revenues
are recognized at the time of sale. Shipping and handling charges invoiced to
customers are included within net sales. Shipping and handling costs incurred
by the Company are included in selling, general and administrative expenses.
F-6
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
Shareholders' Equity: Capital stock of combined affiliates issued and
outstanding at December 28, 2002 and December 29, 2001 was:
STOCK PAR VALUE SHARES SHARES
CLASS PER SHARE AUTHORIZED ISSUED
-------- ----------- ------------ ----------
Calvin Klein, Inc. ..................... Common $ 0.10 10,000,000 4,312,500
Calvin Klein Europe, S.r.L ............. Common $ 0.10 200,000 20,000
CK Service Corp. ....................... Common $ 0.10 200,000 100,000
Calvin Klein (Europe II) Corp. ......... Common $ 0.10 200,000 100,000
Cash Equivalents: The Company considers all highly liquid investments with
maturities of three months or less, when purchased, to be cash equivalents and
believes concentration of risk to be insignificant due to the Company's policy
of investing in high quality, short-term instruments. Book overdrafts of $1,245
and $3,879 at December 28, 2002 and December 29, 2001, respectively, have been
reclassified to "Accounts payable" on the combined balance sheets.
Inventory Valuation: Wholesale inventories are stated at the lower of cost
(first-in, first-out) or market, domestic retail inventories are valued
utilizing the retail method and international retail inventories are valued on
the average cost method.
Depreciation and Amortization: Depreciation and amortization are computed
using the straight-line method over estimated useful lives of 3 - 7 years for
machinery, furniture, equipment, computer hardware and software and the lesser
of the lease terms or estimated useful lives for leasehold improvements.
The Company continually evaluates whether events and circumstances have
occurred that indicate that the remaining estimated useful lives of long-lived
assets may warrant revision, or that the remaining balance may not be
recoverable. When factors indicate that the asset should be evaluated for
possible impairment, the Company uses an estimate of the undiscounted net cash
flow over the remaining life of the asset in measuring whether the asset is
recoverable. If it is determined that an impairment loss has occurred, the loss
would be recognized during that period. The impairment loss is calculated as
the difference between the asset carrying values and the present value of the
estimated net cash flows or comparable market values, giving consideration to
recent operating performance and pricing trends (see Note F).
Fair Value of Financial Instruments: The amounts included in the
accompanying financial statements for cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities approximate their fair
values because of the short-term nature of these instruments.
Foreign Currency: The functional currency of the Company's foreign
affiliates is the applicable local currency. Assets and liabilities are
translated into U.S. dollars using the current exchange rates in effect at the
balance sheet date, while revenues and expenses are translated at the average
exchange rate during the period. The resulting translation adjustments are
recorded as a component of accumulated other comprehensive income (loss) within
shareholders' equity. Foreign currency transactions recorded in the
accompanying statements of operations resulted in currency gains (losses) in
the amount of $2,230, ($51), and ($504) for 2002, 2001, and 2000, respectively.
The amount for 2002 includes $1,018 resulting from foreign currency transaction
gains on certain intercompany balances. Foreign exchange gains (losses) are
included in "Other income, net."
Investments: The Company has investments in various licensees that are
accounted for under the cost method as appropriate for each investment. The
investments are reflected in other assets and totaled $1,050 and $5,510 at
December 28, 2002 and December 29, 2001, respectively.
During 2002, the Company determined that the carrying value of certain
investments was permanently impaired and recorded a charge of $4,460, which is
included in "Other income, net."
F-7
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
During 2001, the Company received proceeds of $706 in exchange for the
sale of its shares in a joint venture. A gain of $64 was recognized in "Other
income, net," in connection with the sale. The Company previously accounted for
its investment in this joint venture under the equity method.
During 2000, the Company received $1,000 in connection with exercising its
right to put 1% of its equity ownership back to SKY Company S.p.A. ("SKY").
Furthermore, the Company determined that its remaining investment in SKY was
impaired and wrote down the carrying amount by $253. Both the proceeds from the
put and the write down of the investment are included in "Other income, net."
During 2001, the Company liquidated its investment in SKY.
Advertising: Wholesale and retail advertising costs are expensed as
incurred and were $4,646, $3,989 and $3,177 in 2002, 2001, and 2000,
respectively.
Reclassifications: Certain prior year balances have been reclassified to
conform to the current year presentation.
NOTE B - REVENUES AND ACCOUNTS RECEIVABLE
Components of net sales are as follows:
2002 2001 2000
---------- ---------- ----------
Wholesale .......... $26,426 $33,620 $45,220
Retail ............. 19,526 18,357 19,593
------- ------- -------
$45,952 $51,977 $64,813
======= ======= =======
Revenues are derived primarily from sales to high-end department stores,
specialty stores and boutiques and from royalties and design revenues from
licensees. The Company's licensees are predominantly comprised of prominent
domestic and international companies.
The percentages of revenue and accounts receivable attributed to licensees
and other authorized users constituting greater than 10% of revenues or
accounts receivable in 2002, 2001, and 2000 were as follows:
2002 2001 2000
------------------------ ------------------------ -----------------------
ACCOUNTS ACCOUNTS ACCOUNTS
REVENUE RECEIVABLE REVENUE RECEIVABLE REVENUE RECEIVABLE
--------- ------------ --------- ------------ --------- -----------
Licensee A ......... 15.7% 31.6% 14.1% 25.5% 12.3% 24.5%
Licensee B ......... 24.9% 30.7% 23.0% 32.5% 27.9% 43.6%
Credit risk on wholesale accounts receivable is affected by economic
conditions in the retail industry. The Company provides reserves for accounts
receivable which may not be realized as a result of uncollectibility, returns,
markdowns, industry discounts, and other customer allowances. Reserves provided
for accounts receivable aggregated $3,730 and $6,672 at December 28, 2002 and
December 29, 2001, respectively.
F-8
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
NOTE C - INVENTORIES
Inventories, net of reserves for excess and out of season goods, consist
of:
2002 2001
----------- -----------
Raw materials ......................... $ 6,416 $ 385
Work in progress ...................... 965 377
Finished goods -- wholesale ........... 5,801 12,769
Finished goods -- retail .............. 7,034 5,631
-------- --------
20,216 19,162
Reserves .............................. (4,391) (7,469)
-------- --------
Inventories, net of reserves .......... $ 15,825 $ 11,693
======== ========
NOTE D - PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and consist of:
2002 2001
---------- ----------
Machinery, furniture and equipment ................ $15,751 $17,806
Leasehold improvements ............................ 37,171 34,723
------- -------
52,922 52,529
Less: accumulated depreciation and amortization ... 34,299 31,740
------- -------
$18,623 $20,789
======= =======
Depreciation and amortization expense was $4,866, $5,008, and $5,478, in
2002, 2001, and 2000, respectively.
NOTE E - LINES OF CREDIT
At December 28, 2002, the Company's credit line provides for demand loans,
stand-by and commercial letters of credit and bankers acceptances up to an
aggregate principal amount of $30,000, subject to certain restrictions. The
line is intended to finance short-term working capital requirements that may
arise from time to time. The agreement contains certain covenants, including
limitations on distributions to shareholders. The line, which is scheduled to
expire on June 30, 2003, bears interest at the Company's choice of rates based
on various indices, the maximum of which did not exceed the bank's prime
lending rate. Borrowings are collateralized by liens on certain licensee
revenues, inventory and accounts receivable. At December 28, 2002, the Company
had outstanding $313 in commercial letters of credit, $3,851 in stand-by
letters of credit, and $21,000 of short-term borrowings. See Note K.
NOTE F - NONRECURRING TRANSACTIONS
During 2002, the Company implemented several strategic initiatives
including the sale of the Company to Phillips-Van Heusen Corporation ("PVH")
(see Note K) and the planned closure of two outlet stores during 2003.
Nonrecurring charges recorded in connection with these actions totaled $1,444
and consisted of professional fees ($1,224) and store lease termination costs
($220). In addition, the Company accrued $996 for estimated costs resulting
from idle real estate under non-cancelable operating leases. Accruals remaining
at December 28, 2002 include $1,123 for professional fees and $1,216 for real
estate.
During 2002, the Company completed the sale of certain property and
equipment and the assignment of a lease for a retail store, resulting in a gain
of $916 which is included in "Other income, net."
F-9
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
In addition, the Company reached a settlement with one of its insurance
carriers for $975, which is included in "Other income, net" for 2002. Such
amount represents the reimbursement of legal fees and related expenses incurred
in connection with the defense of certain litigation.
During 2001, the Company discontinued its sales in the United States of
the cK men's and women's bridge apparel lines produced by its European licensee
(in connection with the termination of the license) and conducted a strategic
review of all other areas of the Company in order to improve operational
efficiencies. Nonrecurring charges recorded in connection with these actions
totaled $3,746 and consisted of severance and related costs ($2,344), the
write-down of impaired assets ($502) and anticipated costs associated with idle
real estate ($900). Accruals remaining at December 29, 2001 included $290 for
severance and related costs and $900 for estimated costs associated with idle
real estate.
In addition, the Company determined that the carrying values of certain
leasehold improvements and other assets related to one of its retail stores
were permanently impaired in 2001, resulting in a nonrecurring charge of $2,109
to reduce the assets to their estimated fair values. Fair value of the assets
was determined by the estimated amount at which the assets could be sold in a
transaction between willing parties. This charge was recorded within
"Nonrecurring expenses" on the accompanying statements of operations.
During 2001, the Company modified and extended its license arrangement
with a significant licensee. In connection with this transaction, the Company
received the first installment ($4,249) of a nonrefundable payment of $7,934
(net of associated expenses) that was recorded as deferred revenue. The final
installment of the payment ($3,685) was received in 2002. In addition to annual
royalties, the deferred revenue is being amortized and recognized on a
straight-line basis through December 2010, the initial term of the revised
agreement. At December 28, 2002 and December 29, 2001, the unamortized deferred
revenue was $6,347 and $7,141, respectively.
During 2000, the Company renegotiated its license and product supply
agreements with a licensee. In connection therewith, the Company received a
nonrefundable payment of $1,500 which was to be amortized and recognized over
the initial term of the revised agreement. The unamortized deferred revenue as
of December 30, 2000 was $1,286. Subsequent to December 30, 2000, the Company
terminated its license and product supply agreements with this licensee.
Accordingly, the remaining unamortized deferred revenue was recognized as
"Other income, net" in 2001.
During 1999, the Company modified and extended its license arrangement
with a significant licensee. Associated therewith, the Company received a
nonrefundable payment of $7,500 which was recorded as deferred revenue. In
addition to annual royalties, the deferred revenue is being amortized and
recognized on a straight-line basis through December 2009, the initial term of
the revised agreement. At December 28, 2002 and December 29, 2001, the
unamortized deferred revenue was $5,250 and $6,000, respectively.
NOTE G - INCOME TAXES
Income (loss) before income taxes consisted of:
2002 2001 2000
----------- ------------- ----------
Domestic .......... $ 7,625 $ (14,609) $30,105
Foreign ........... (4,725) (2,273) 951
-------- --------- -------
$ 2,900 $ (16,882) $31,056
======== ========= =======
F-10
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
The components of the provision for income taxes are as follows:
2002 2001 2000
--------- ----------- ---------
State and local:
Current .......... $ (84) $ (24) $2,664
Deferred ......... 574 (1,446) (376)
Foreign ........... 3,558 4,047 4,370
------ -------- ------
$4,048 $ 2,577 $6,658
====== ======== ======
The provision for income taxes is different from that which would be
obtained by applying the statutory Federal income tax rate to income (loss)
before income taxes. The items causing this difference are as follows:
2002 2001 2000
----------- ----------- -------------
Federal tax at statutory rate ..................... $ 1,015 $ 5,909 $ (10,870)
S-Corporation not subject to federal tax .......... (1,015) (5,909) 10,870
Domestic state and local tax at statutory rate .... 540 (1,097) 2,261
Foreign withholding taxes ......................... 2,906 3,264 3,776
Foreign income taxes .............................. 652 783 594
Other, net ........................................ (50) (373) 27
-------- -------- ---------
$ 4,048 $ 2,577 $ 6,658
======== ======== =========
Foreign income taxes are comprised of two components: withholding taxes
attributable to royalty and design revenues received from foreign licensees and
income taxes from the operations of the Company's foreign affiliates.
The components of the deferred tax assets and liabilities are as follows:
2002 2001
--------- ---------
Depreciation on property and equipment .......... $1,067 $ 988
Nonrefundable deferred revenue .................. 982 1,250
Net operating loss carryforwards ................ 677 788
Other, net ...................................... 963 1,237
------ ------
$3,689 $4,263
====== ======
At December 28, 2002, the Company has $9,664 of state and local net
operating loss carryforwards ($677 tax effected) that will begin to expire in
2010 (see Note K).
The Company and its three affiliates have elected S-Corporation status for
federal and certain state tax jurisdictions. Under S-Corporation status, the
Company passes through to its shareholders as individual taxpayers, on a pro
rata basis, each item of income, loss, deduction or credit. Likewise, all
income tax liabilities and/or tax benefits of the Company are passed through to
the individual shareholders. Local income tax liabilities have been recorded on
the basis of taxable income for financial reporting purposes for those
jurisdictions that do not permit S-Corporation status. Certain foreign
affiliates generated operating losses that have no benefit to the individual
shareholders, as the net operating loss carry forwards are not ultimately
recognizable by the shareholders.
NOTE H - BENEFIT PLANS
The Company sponsors a Retirement Savings Plan and Trust for employees
under section 401(k) of the Internal Revenue Code. Under the terms of the plan,
employees may set aside a portion of their gross pay, subject to limitations,
which is partly matched by the Company. The amount of funds
F-11
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
contributed on a matching basis by the Company was $323, $421, and $363 for
2002, 2001 and 2000, respectively. While additional employer contributions may
be made into the plan at the discretion of the Company's Board of Directors,
none have been made for the periods presented.
The Company also sponsors a Comprehensive Health Care Plan covering most
full-time non-union employees. Costs for the plan are shared by eligible
employees and the Company. Costs incurred by the Company amounted to $2,977,
$3,259 and $2,711 for 2002, 2001 and 2000, respectively.
The Company makes periodic contributions to multiemployer union pension,
health and welfare funds. These payments are based upon wages paid to union
employees and amounts paid to contractors. Amounts contributed were $625, $741
and $602 for 2002, 2001 and 2000, respectively.
NOTE I - COMMITMENTS AND CONTINGENCIES
The Company and combined affiliates lease office, showroom, warehouse and
retail sales facilities and certain machinery and equipment under
noncancellable operating leases that expire in various years through 2015.
Certain of the leases contain renewal options and some require the payment of
maintenance costs, property taxes and other occupancy costs. At December 28,
2002, three major retail store leases are secured by standby letters of credit
in the amount of $3,840.
Net rent expense, net of sublease income of $770, $703 and $572, amounted
to $11,935, $8,191 and $7,194 for 2002, 2001 and 2000, respectively. The
Company has several shared services agreements with licensees whereby the
licensees reimburse the Company for the long-term use of certain of the
Company's showroom and office facilities. Such reimbursements are not reflected
in the table of future minimum lease payments. The future minimum lease
payments under noncancellable leases as of December 28, 2002 are as follows:
2003 .............................................. $11,039
2004 .............................................. 9,554
2005 .............................................. 9,174
2006 .............................................. 8,751
2007 .............................................. 6,745
Thereafter ........................................ 21,446
-------
$66,709
=======
The Company has agreements with various employees and consultants for
periods exceeding one year that generally provide for incentives as well as
base compensation.
Certain pending and threatened lawsuits involving the Company have arisen
in the normal course of business. The Company believes that it has meritorious
defenses in each of these matters and intends to defend itself vigorously.
Appropriate amounts have been recorded for costs anticipated in this regard.
While the ultimate outcome of these matters cannot be determined with
certainty, the Company believes none of these matters, either individually or
in the aggregate, will have a material adverse effect on its financial
position, results of operations or cash flows.
Under the provisions of the multiemployer union pension, health and
welfare plan, the Company must maintain certain minimum contribution levels.
Failure to do so may result in the Company's estimated current benefit
obligation becoming immediately due and payable. Management believes that the
Company is currently in compliance with the provisions of the plan.
Accordingly, at December 28, 2002, no amounts have been accrued related to this
matter, other than those pertaining to normal contributions.
F-12
CALVIN KLEIN, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS)
NOTE J - TRANSACTIONS WITH RELATED PARTIES
Pursuant to an exclusive design services letter agreement between the
Company and Mr. Klein (the "Design Services Letter Agreement"), Mr. Klein
receives additional payments to his annual base salary equal to a set
percentage of sales of certain licensed products. See Note K.
In December 1998, the Company provided a loan of $2,275 to a major
shareholder. Various payments of interest and principal were made on this loan
until fully repaid in September 2001. Additionally, in September 2001, a loan
of $545 was advanced to the shareholder. The note has set repayment terms and
permits early repayment. In January 2002, the Company provided a loan of $4,000
to the same major shareholder, and at that time, the shareholder satisfied all
prior loan balances outstanding. The loan is evidenced by an interest-bearing
non-negotiable promissory note maturing in January 2006. The note has set
repayment terms and permits early repayment. See Note K.
At December 28, 2002, other current assets include amounts due from the
shareholders of $518 for certain goods and services provided by the Company.
See Note K.
Certain professional fees incurred in connection with the sale of the
Company to PVH were paid directly by the shareholders.
The Company purchased product for resale in the normal course of business
from SKY, a former licensee in which the Company held an equity interest.
Purchases amounted to approximately $497 and $3,449 for 2001 and 2000,
respectively.
The Company received royalty and design revenues of $16,397, $18,522, and
$21,050 in 2002, 2001 and 2000, respectively, from licensees in which the
Company held an investment. During 2002, the Company received royalty payments
of $201 from PVH.
NOTE K -- SUBSEQUENT EVENTS
On February 12, 2003, PVH completed its acquisition of the outstanding
stock of the Company and certain affiliated companies for $408,000 in net cash,
subject to post-closing purchase price adjustments and $30,000 in PVH stock.
In connection therewith, the aforementioned amounts due from shareholders
were repaid in full. In addition, the short-term borrowings under the Company's
line of credit were repaid in full, inclusive of accrued interest. PVH assumed
the stand-by and commercial letters of credit outstanding on February 12, 2003
under the Company's line of credit. The Company also terminated the Design
Services Letter Agreement and its Retirement Savings Plan and Trust effective
February 12, 2003. Additionally, as a result of the change in control, PVH's
use of the state and local net operating loss carryforwards will be subject to
limitations under section 382 of the Internal Revenue Code. No adjustments have
been recorded in these combined financial statements in connection with the
acquisition of the Company by PVH.
F-13
(b) PRO FORMA FINANCIAL INFORMATION.
Page No.
--------
Explanatory Note...................................... P-1
PVH Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of
February 2, 2003.................................... P-2
PVH Unaudited Pro Forma Condensed
Consolidated Income Statement for the
Year Ended February 2, 2003......................... P-4
PRO FORMA FINANCIAL STATEMENTS - EXPLANATORY NOTE
The following unaudited pro forma condensed consolidated financial information
of PVH is based on PVH's audited consolidated financial statements and the
audited combined financial statements of the CK Companies. The unaudited pro
forma condensed consolidated balance sheet as of February 2, 2003 gives effect
to PVH's acquisition of the CK Companies as if it had occurred on February 2,
2003. The unaudited pro forma condensed consolidated income statement for the
year ended February 2, 2003 gives effect to the acquisition as if it had
occurred on February 4, 2002.
PVH's fiscal years end on the Sunday closest to February 1 and the CK Companies'
fiscal years end on the Saturday closest to December 31. The unaudited pro forma
condensed consolidated balance sheet as of February 2, 2003 includes historical
information for PVH as of February 2, 2003 and historical information for the CK
Companies as of December 28, 2002. The unaudited pro forma condensed
consolidated income statement for PVH's fiscal year ended February 2, 2003
includes historical information for PVH for PVH's fiscal year ended February 2,
2003 and historical information for the CK Companies for its fiscal year ended
December 28, 2002.
The unaudited pro forma condensed consolidated financial information does not
purport to represent what PVH's results of operations or financial position
would actually have been had the CKI Acquisition occurred on the dates
specified, nor do they purport to project PVH's results of operations or
financial position for any future period or at any future date.
P-1
PHILLIPS-VAN HEUSEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
CK
PVH Companies Pro Forma
as of as of Pro Forma as of
February 2, 2003 December 28, 2002 Adjustments February 2, 2003
---------------- ----------------- ----------- ----------------
ASSETS
Current Assets:
Cash and cash equivalents.................... $117,121 $3,566 $(25,000)(1) $78,712
4,601(2)
(12,000)(3)
(9,576)(3)
Trade receivables............................ 68,371 31,022 99,393
Inventories.................................. 230,971 15,825 246,796
Due from shareholder......................... 4,000 (4,000)(2)
Other........................................ 34,664 13,597 (601)(2) 47,660
--------- --------- ------------ ------------
Total Current Assets..................... 451,127 68,010 (46,576) 472,561
Property, Plant and Equipment.................. 142,635 18,623 161,258
Intangible Assets.............................. 18,233 419,674(3) 437,907
Goodwill....................................... 94,742 94,742
Other.......................................... 64,963 5,770 9,067(3) 79,800
--------- --------- ------------ ------------
$771,700 $92,403 $382,165 $1,246,268
========= ========= ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank borrowings.............................. $21,000 $(21,000)(4)
Accounts payable............................. $40,638 18,455 $59,093
Accrued expenses............................. 86,801 32,235 18,000(3) 137,036
--------- --------- ------------ ------------
Total Current Liabilities................ 127,439 71,690 (3,000) 196,129
Long-Term Debt................................. 249,012 125,000(1) 374,012
Other Liabilities.............................. 123,022 11,995 (11,754)(3) 123,263
Series B Convertible Redeemable Preferred Stock 250,000(1) 250,000
Stockholders' Equity:
Common stock................................. 27,813 453 2,536(1) 30,349
(453)(5)
Additional capital........................... 123,645 8,932 28,101(1) 151,746
(8,932)(5)
Retained earnings (deficit).................. 155,525 (1,367) 1,367(5) 155,525
Accumulated other comprehensive income (loss) (34,370) 700 (700)(5) (34,370)
--------- --------- ------------ ------------
273,613 8,718 21,919 303,250
Less: treasury stock--at cost................ (386) (386)
--------- --------- ------------ ------------
Total Stockholders' Equity............... 272,227 8,718 21,919 302,864
--------- --------- ------------ ------------
$771,700 $92,403 $382,165 $1,246,268
========= ========= ============ ============
P-2
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(1) Represents cash, long-term debt, convertible preferred stock, common stock,
and a warrant issued by PVH at the closing in connection with the CKI
Acquisition, subject to post-closing purchase price adjustments. The
long-term debt represents the full draw-down of a two year secured term
loan of $125.0 from the affiliates of Apax Managers, Inc. and Apax Partners
Europe Managers Limited.
(IN THOUSANDS)
--------------
Cash............................................. $ 25,000
Term loan........................................ 125,000
Series B convertible preferred stock............. 250,000
Common stock and warrant......................... 30,637
--------------
$ 430,637
==============
(2) Represents repayment to the CK Companies from the CK Companies' selling
shareholders of amounts owed to the CK Companies for certain outstanding
loans and advances.
(3) Represents estimated fair value adjustments to the net assets acquired and
liabilities assumed at the closing of the CKI Acquisition. The calculation
of intangible assets acquired is based on the CK Companies' net assets as
of December 28, 2002. Since the CK Companies' net assets were different on
February 12, 2003, the amount ultimately assigned to intangible assets will
vary accordingly. In addition, PVH expects that upon completion of valuing
the trademarks acquired, a portion of the intangible assets acquired will
be reclassified to goodwill.
The following is a summary of the purchase price allocation:
(IN THOUSANDS)
--------------
Cash consideration paid at closing..................................................... $400,000
Estimated fees and costs in connection with the acquisition............................ 12,000
Purchase price adjustment based on the CK Companies' net assets as of December 28, 2002 9,576
--------------
Total cash consideration .............................................................. 421,576
Fair value of common stock and warrant issued ......................................... 30,637
Severance and other acquired liabilities estimated at the time of the acquisition ..... 18,000
--------------
Total purchase consideration........................................................... 470,213
Less: historical net book value of assets acquired..................................... 8,718
Less: selling shareholder repayment of bank borrowings................................. 21,000
Purchase price in excess of historical net book value.................................. 440,495
Adjustments to fair value of acquired net assets:
Deferred tax asset..................................................................... (9,067)
Other liabilities, including deferred revenues of the
CK Companies ....................................................................... (11,754)
--------------
Goodwill and intangible assets acquired................................................ $419,674
==============
(4) Represents repayment of CK Companies' revolving credit facility by CK
Companies' selling shareholders as required at the closing of the CKI
Acquisition under the CKI Purchase Agreement.
(5) Represents an adjustment to eliminate CK Companies' equity.
P-3
PHILLIPS-VAN HEUSEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CK
PVH Companies Pro Forma
Year Ended Year Ended Pro Forma Year Ended
February 2, 2003 December 28, 2002 Adjustments February 2, 2003
------------------- ------------------- -------------- ------------------
Net sales............................. $1,394,212 $45,952 $1,440,164
Royalty and related revenue........... 10,761 118,058 128,819
Other revenues........................ 7,982 7,982
------------------- ------------------- -------------- ------------------
Total revenues........................ 1,404,973 171,992 1,576,965
Cost of goods sold.................... 873,743 36,580 910,323
------------------- ------------------- -------------- ------------------
Gross profit.......................... 531,230 135,412 666,642
Selling, general, administrative and
other expenses .................... 462,195 132,356 $(21,772)(2) 572,779
------------------- ------------------- -------------- ------------------
Income before interest and taxes ..... 69,035 3,056 21,772 93,863
Interest expense, net................. 22,729 156 13,100(3) 35,985
------------------- ------------------- -------------- ------------------
Income before taxes................... 46,306 2,900 8,672 57,878
Income tax expense.................... 15,869 4,048 2(4) 19,919
------------------- ------------------- -------------- ------------------
Net income (loss)..................... 30,437 (1,148) 8,670 37,959
Preferred stock dividends............. 20,027(1) 20,027
------------------- ------------------- -------------- ------------------
Net income (loss) attributed to common
shares ............................ $30,437 $(1,148) $(11,357) $17,932
=================== =================== ============== ==================
Basic net income per common share(1).. $1.10 $0.59
=================== ==================
Diluted net income per common share(1) $1.08 $0.58
=================== ==================
See Notes to Unaudited Pro Forma Condensed Consolidated Income Statement
P-4
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
(1) Pro forma net income per common share is pro forma net income, less
preferred dividends of $20.0 million, or 8%, on the Series B convertible
preferred stock, divided by PVH's fiscal 2002 average shares of common
stock outstanding, as adjusted for 2,535,926 shares of common stock in
connection with the CKI Acquisition. If PVH elects not to pay a cash
dividend for any quarter, then the Series B convertible preferred stock
will be treated for purposes of the payment of future dividends and upon
conversion, redemption or liquidation as if an in-kind dividend had been
paid.
(2) Details of the unaudited pro forma adjustments to selling, general and
administrative expenses reflect the following: (i) the annual payment to
Mr. Klein in connection with the three-year consulting agreement that PVH
entered into with Mr. Klein whereby he is available to consult on
advertising, marketing, design, promotion and publicity aspects of the CK
Companies; (ii) the elimination of compensation expenses and fringe
benefits and other costs directly associated with Mr. Calvin Klein and Mr.
Barry Schwartz, the two principal selling shareholders of the CK Companies,
whose employment (and their related employment agreements) terminated upon
consummation of the CKI Acquisition; and (iii) the elimination of the
amount paid to Mr. Klein by the CK Companies under a design services letter
agreement based on a percentage of sales of certain Calvin Klein branded
products. In connection with PVH's acquisition, PVH bought all of Mr.
Klein's rights under that agreement in consideration of a warrant to
purchase 320,000 shares of PVH's common stock and contingent purchase price
payments for 15 years based on the worldwide net sales of products bearing
any of the Calvin Klein brands.
(IN THOUSANDS)
--------------
Consulting agreement annual payment................................. $(1,000)
Elimination of expenses directly related to the two principal
selling shareholders ........................................... 5,720
Elimination of payment under design services letter agreement....... 17,052
------
Pro forma adjustments............................................... $21,772
=======
The acquisition will be accounted for under the purchase method of accounting in
accordance with the Statement of Financial Accounting Standards No. 141
"Business Combinations" and the resulting goodwill and other intangible assets
will be accounted for under Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets." PVH is in the process of obtaining third
party valuations of certain intangible assets, thus the allocation of the
purchase price is subject to refinement. Upon completion of such valuations, PVH
expects to allocate a significant portion of the acquired intangible assets to
indefinitely lived trademarks. Any remaining acquired intangible assets will be
classified as goodwill. The purchase price allocation is preliminary and has
been made solely for the purpose of developing the pro forma financial
information.
(3) The unaudited pro forma adjustment to interest expense, net, reflects the
following:
(IN THOUSANDS)
--------------
Term loan............................................................. $12,500
Reduction in interest income based on pro forma adjustments
to cash and cash equivalents .................................... 600
---
Pro forma adjustments.......................................... $13,100
=======
(4) Represents the replacement of the CK Companies' tax provision with the
estimated income tax provision at a tax rate of 35% that would have been
recorded by PVH, both on the CK Companies' pre-tax income and on the net
effect of the pro forma adjustments.
P-5
(c) EXHIBITS:
EXHIBIT DESCRIPTION
2.1 Stock Purchase Agreement, dated December 17, 2002, among Phillips-Van
Heusen Corporation, Calvin Klein, Inc., Calvin Klein (Europe), Inc.,
Calvin Klein (Europe II) Corp., Calvin Klein Europe S.r.l., CK Service
Corp., Calvin Klein, Barry Schwartz, Trust for the Benefit of the
Issue of Calvin Klein, Trust for the Benefit of the Issue of Barry
Schwartz, Stephanie Schwartz-Ferdman and Jonathan Schwartz
(incorporated by reference to Exhibit 10.1 to the Report on Form 8-K
of Phillips-Van Heusen Corporation, filed on December 20, 2002,
Commission File No. 1-724). The registrant agrees to furnish
supplementally a copy of any omitted schedules to the Commission upon
request.
10.1 Warrant, issued on February 12, 2003, by Phillips-Van Heusen
Corporation to the Calvin Klein 2001 Revocable Trust (incorporated by
reference to Exhibit 10.2 to the Report on Form 8-K of Phillips-Van
Heusen Corporation, filed on February 26, 2003).
10.2 Registration Rights Agreement, dated as of February 12, 2003, by and
among Phillips-Van Heusen Corporation, the Calvin Klein 2001 Revocable
Trust, Barry Schwartz, Trust for the Benefit of the Issue of Calvin
Klein, Trust for the Benefit of the Issue of Barry Schwartz, Stephanie
Schwartz-Ferdman and Jonathan Schwartz, and the Investors listed
therein (incorporated by reference to Exhibit 10.7 to the Report on
Form 8-K of Phillips-Van Heusen Corporation, filed on February 26,
2003).
23 Consent of Independent Auditors of Calvin Klein, Inc.
99.1 Supplemental Information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
By: /s/ Mark D. Fischer
-----------------------------------
Mark D. Fischer, Vice President
Date: April 21, 2003