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OMB APPROVAL EXPIRES: October 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE 14.90 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Phillips-Van Heusen Corp. - ------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------- (Title of Class of Securities) 71859210 - -------------- (CUSIP NUMBER) Check the following box if a fee is being paid with this statement.[ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "1934 Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the 1934 Act (however, see the Notes).Page 2 of 11 Pages CUSIP NO. 71859210 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,438,855 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,438,855 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,438,855 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 3 of 11 Pages CUSIP NO. 71859210 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Group, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,418,855 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,418,855 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,418,855 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 4 of 11 Pages CUSIP NO. 71859210 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Princeton Services, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,139,255 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,139,255 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,139,255 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.2% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 5 of 11 Pages CUSIP NO. 71859210 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Asset Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 1,139,255 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 1,139,255 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,139,255 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.2% 12. TYPE OF REPORTING PERSON* IA, PN *SEE INSTRUCTION BEFORE FILING OUT! Page 6 of 11 Pages SCHEDULE 13G ITEM 1 (a) Name of Issuer: -------------- Phillips-Van Heusen ITEM 1 (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 1290 Avenue of the Americas New York, New York 10104 ITEM 2 (a) Name of Persons Filing: --------------------- Merrill Lynch & Co., Inc. Merrill Lynch Group, Inc. Princeton Services, Inc. Merrill Lynch Asset Management, L.P. ITEM 2 (b) Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Merrill Lynch Group, Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Princeton Services, Inc. 800 Scudders Mills Road Plainsboro, New Jersey 08536 Merrill Lynch Asset Management, L.P. 800 Scudders Mills Road Plainsboro, New Jersey 08536 Page 7 of 11 Pages ITEM 2 (c) Citizenship: ----------- See Item 4 of Cover Pages ITEM 2 (d) Title of Class of Securities: ---------------------------- Common Stock ITEM 2 (e) CUSIP NUMBER: 71859210 ITEM 3 Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group") and Princeton Services, Inc. ("PSI") are parent holding companies, in accordance with (S) 240.13d-1(b)(ii)(G) of the Securities Exchange Act of 1934 (the "1934 Act"). Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management "MLAM") is an investment adviser registered under (S) 203 of the Investment Advisers Act of 1940 (the "Advisers Act") ITEM 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co., ML Group and PSI disclaim beneficial ownership of the securities of Phillips-Van Heusen (the "Company") referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the 1934 Act, the beneficial owner of any securities of the Company covered by this statement. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of the Cover Pages (iii) sole power to dispose of or to direct the disposition of: See Item 7 of Cover Pages Page 8 of 11 Pages (iv) share power to dispose of or direct the disposition of: See Item 8 of Cover Pages ITEM 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- Not Applicable ITEM 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable ITEM 7 Identification and Classification of the Subsidiary Which --------------------------------------------------------- Acquired the Security Being Reported on by the Parent Holding Company. --------------------------------------------------------------------- See Exhibit A ITEM 8 Identification and Classification of Members of the Group. ---------------------------------------------------------- Not Applicable Page 9 of 11 Pages ITEM 9 Notice of Dissolution of Group. ------------------------------ Not Applicable ITEM 10 Certification ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 1997 Merrill Lynch & Co., Inc. /s/ Richard B. Alsop - ---------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact* Merrill Lynch Group, Inc. /s/ Richard B. Alsop - ----------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact** Princeton Services, Inc. /s/ Richard B. Alsop - ----------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact*** Merrill Lynch Asset Management, L.P. By: Princeton Services, Inc. (General Partner) /s/ Richard B. Alsop - ------------------------- Name: Richard B. Alsop Title Attorney-In-Fact**** - ------------------------------------ * Signed pursuant to a power of attorney, dated November 17, 1995, included as Exhibit B to this Schedule 13G. ** Signed pursuant to a power of attorney, dated November 17, 1995, included as Exhibit C to this Schedule 13G. *** Signed pursuant to a power of attorney, dated November 30, 1995, included as Exhibit D to this Schedule 13G. Page 10 of 11 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- Three of the persons filing this report, Merrill Lynch & Co., Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), Merrill Lynch Group, Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML Group"), and Princeton Services, Inc. a Delaware corporation with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, ("PSI") are parent holding companies as defined in (S)240 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934 (the "1934 Act"). The relevant subsidiar- ies of ML&Co. are Merrill Lynch Global Asset Management Limited ("MLGAM"), ML Group and PSI, which is the general partner of Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management "MLAM"). The relevant subsidiaries of ML Group are PSI. ML&Co. may be deemed to be the beneficial owner of certain of the reported securities of Phillips-Van Heusen, Inc. (the "Company"), held by or deemed to be beneficially owned by its wholly-owned subsidiaries MLGAM and ML Group. MLGAM is a London based company established under the laws of the United Kingdom and a member of the Investment Managers Regulatory Organisation Limited. MLGAM is wholly-owned by ML&Co. through intermediate holding companies. The staff of the Securities and Exchange Commission has granted no-action relief by letter dated November 23, 1993 recognizing that foreign subsidiaries, including MLGAM (and the intermediate holding companies), which would qualify as an institutional investor within the meaning of Rule 13d-1(b)(1)(ii)(A)-(G) if in the US, and which satisfy the criteria of sub-section (i) of the Rule and the representations of ML&Co. in its request dated October 25, 1993, would qualify to use Schedule G. ML Group, a wholly-owned direct subsidiary of ML&Co., has may be deemed to be the beneficial owner of certain of the reported securities of the Company by virtue of its control of (i) its wholly-owned subsidiary, PSI, (ii) certain Merrill Lynch trust companies, each of which is a wholly-owned subsidiary of ML Group and a bank defined in Section 3(a) (6) of the Securities Exchange Act of 1934 and (iii) Merrill Lynch Bank (Suisse) S.A. ("Bank Suisse"), an indirect wholly-owned subsidiary of ML Group and a bank organized and existing under the laws of Switzerland, which is treated, pursuant to a "no action" letter issued to ML&Co. dated November 24, 1993 from the staff of the Division of Corporation Finance of the Securities and Exchange Commission, as an institutional investor within the meaning of Section 240. 13d-1(b)(1)(ii)(A)-(G) for purposes of Schedule 13G reporting. One or more Merrill Lynch trust companies or institutions, each of which is a bank as defined in Section 3(a)(6) of the 1934 Act, may be deemed to be the beneficial owner of certain of the reported securities of the Company held by customers in accounts over which such companies or institutions has discretionary authority. PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be the beneficial owner of certain of the reported securities of the Company by virtue of its being the general partner of MLAM. MLAM, a Delaware limited partnership with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 (the "Advisers Act"). MLAM may be deemed to be the beneficial owner of certain of the reported securities of the Company as a result of its acting as investment adviser to one or more investment companies registered under Section 8 of the Investment Company Act of 1940 (the "Investment Company Act"), and/or to one or more private accounts. Pursuant to (S)240.13d-4 of the 1934 Act, ML&Co., ML Group and PSI disclaim beneficial ownership of the securities of the Company reported herein, and the filing of this Schedule 13G shall not be construed as an admission that any such entity is, for the purposes of Section 13(d) or 13(g) of the 1934 Act, the beneficial owner of any securities of the Company. Page 11 of 11 Pages EXHIBIT B --------- POWER OF ATTORNEY The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a corporation duly organized under the laws of the State of Delaware, with its principal place of business at World Financial Center, North Tower, New York, New York, 10281, does hereby make, constitute and appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual from time to time elected or appointed as Secretary or an Assistant Secretary of the Corporation, acting severally, each of whose address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York, New York 10281, as its true and lawful attorneys-in-fact, for it and in its name, place and stead (i) to execute on behalf of the Corporation and cause to be filed and/or delivered, as required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies, or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the Act, as may be required thereto) to be filed and/or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of the Corporation and cause to be filed and/or delivered, any number, as appropriate, of original, copies or electronic filings of any forms (inclu- ding, without limitation, Securities and Exchange Commission Form 3, 4 and 5) required to be filed pursuant to Section 16(a) of the Act and the regulations thereunder, and (iii) generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of November, 1995. MERRILL LYNCH & CO., INC. By: /s/ David H. Komansky - ---------------------------- Name: David H. Komansky Title: President and Chief Operating Officer EXHIBIT C --------- POWER OF ATTORNEY The undersigned, Merrill Lynch Group, Inc. (the "Corporation"), a corporation duly organized under the laws of the State of Delaware, with its principal place of business at World Financial Center, North Tower, New York, New York, 10281, does hereby make, constitute and appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual from time to time elected or appointed as Secretary or an Assistant Secretary of the Corporation, acting severally, each of whose address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York, New York 10281, as its true and lawful attorneys-in-fact, for it and in its name, place and stead (i) to execute on behalf of the Corporation and cause to be filed and/or delivered, as required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies, or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the Act, as may be required thereto) to be filed and/or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of the Corporation and cause to be filed and/or delivered, any number, as appropriate, of original, copies or electronic filings of any forms (inclu- ding, without limitation, Securities and Exchange Commission Form 3, 4 and 5) required to be filed pursuant to Section 16(a) of the Act and the regulations thereunder, and (iii) generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of November, 1995. MERRILL LYNCH GROUP, INC. By: /s/ Rosemary T. Berkery - ------------------------------ Name: Rosemary T. Berkery Title: Vice President and Director EXHIBIT D --------- POWER OF ATTORNEY The undersigned, Princeton Services Inc., a corporation duly organized under the laws of the State of Delaware, with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make, constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams, acting severally, each of whose address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York, New York 10281, as its true and lawful attorneys-in-fact, for it and in its name, place and stead to execute and cause to be filed and/or delivered, as required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies, or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed and/or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder, and generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of November, 1995. PRINCETON SERVICES INC. By: /s/ Philip L. Kirstein - -------------------------------------- Name: Philip L. Kirstein Title: Director, Senior Vice President Secretary and General Counsel EXHIBIT E --------- POWER OF ATTORNEY The undersigned, Merrill Lynch Asset Management, L.P. d/b/a Merrill Lynch Asset Management, a Limited Partnership duly organized under the laws of the State of Delaware, with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make, constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams, acting severally, each of whose address is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York, New York 10281, as its true and lawful attorneys-in-fact, for it and in its name, place and stead to execute and cause to be filed and/or delivered, as required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as appropriate, of original, copies, or electronic filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed and/or delivered with respect to any equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which must be reported by the undersigned pursuant to Section 13(d) of the Act and the regulations thereunder, and generally to take such other actions and perform such other things necessary to effectuate the foregoing as fully in all respects as if the undersigned could do if personally present. This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 30th day of November, 1995. Merrill Lynch Asset Management, L.P. d/b/a Merrill Lynch Asset Management By: Princeton Services, Inc., General Partner By: /s/ Philip L. Kirstein - --------------------------------------------- Name: Philip L. Kirstein Title: Director, Senior Vice President Secretary and General Counsel