SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from __________ to __________
Commission file number 1-724
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: Phillips-Van Heusen Corporation Associates
Investment Plan for Salaried Associates and Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Phillips-Van Heusen Corporation, 1290
Avenue of the Americas, New York, New York 10104
Financial Statements
and Supplemental Schedules
Phillips-Van Heusen Corporation
Associates Investment Plan for
Salaried Associates
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
[Logo] ERNST & YOUNG LLP
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Financial Statements and Supplemental Schedules
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors............................................. 1
Financial Statements
Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and 1995.............................................. 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years ended December 31, 1996 and 1995.......................... 3
Notes to Financial Statements ............................................. 4
Supplemental Schedules
AIP Master Trust Assets Held for Investment as of December 31, 1996........ 13
AIP Master Trust Reportable Transactions for the
Year Ended December 31, 1996............................................ 14
[Letterhead of Ernst & Young LLP]
Report of Independent Auditors
Administrative Committee of the Plan
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
New York, New York
We have audited the accompanying statements of net assets available for plan
benefits of the Phillips-Van Heusen Corporation Associates Investment Plan for
Salaried Associates (the "Plan") as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and 1995, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental Schedule of
AIP Master Trust Assets Held for Investment as of December 31, 1996 and AIP
Master Trust Reportable Transactions for the year then ended, are presented for
the purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, and are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures applied in
our audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/S/ Ernst & Young LLP
New York, New York
June 13, 1997
1
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Statements of Net Assets Available for Plan Benefits
December 31
1996 1995
--------------------------
Assets
Investments, at fair value (Notes A and F):
Shares of registered investment companies:
Equity Fund $ 8,328,323 $ 5,357,886
Bond Fund 1,514,892 1,416,606
Balanced Fund 4,969,298 3,718,654
International Fund 2,032,940 1,306,130
Common Stock--Employer Company 14,798,535 10,688,286
Common trust fund* 4,242,876 5,223,143
Participant loans receivable 778,391 652,036
---------------------------
Total investments 36,665,255 28,362,741
Liabilities -- --
---------------------------
Net assets available for plan benefits $36,665,255 $28,362,741
===========================
* Consists of the Money Market Fund.
See notes to financial statements.
2
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31
1996 1995
---------------------------------------
Additions
Net transfer from the PVH Associates Investment Plan
for Hourly Associates
$ 210,184 $ --
Contributions:
Employer Company, net of forfeitures 1,589,047 1,981,571
Participants 4,189,780 4,103,309
---------------------------------------
5,778,827 6,084,880
Interest and investment income 1,025,344 799,137
---------------------------------------
7,014,355 6,884,017
Deductions
Net transfers to PVH Associates Investment Plan
for Hourly Associates -- 2,410,664
Payments to participants 5,050,131 2,049,064
---------------------------------------
5,050,131 4,459,728
Net realized and unrealized appreciation (depreciation) of
investments (Note F) 6,338,290 (4,074,948)
---------------------------------------
Net increase (decrease) 8,302,514 (1,650,659)
Net assets available for plan benefits at
beginning of year 28,362,741 30,013,400
---------------------------------------
Net assets available for plan benefits at
end of year $ 36,665,255 $ 28,362,741
=======================================
See notes to financial statements.
3
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements
December 31, 1996
A. Description of the Plan
The following description of the Phillips-Van Heusen Corporation (the "Company")
Associates Investment Plan for Salaried Associates (the "Plan") provides only
general information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
Plan Amendments
On July 1, 1995, the Plan was amended to include new investment elections and to
dissolve the Stock Index Fund into the remaining funds. The amendment also
increased the participant contribution percentage limit and added a loan
feature.
General
The Plan is a defined contribution plan covering salaried clerical employees of
the Company who have at least one year of service (1,000 hours in a year) and
are age twenty-one or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions
Each year, participants may contribute up to 15% of pretax annual compensation,
as defined by the Plan. The Company contributes 50% of the first 6% of base
compensation that a participant contributes to the Plan.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions. One hundred percent of the Company contributions
are automatically invested in the common stock of the Company. Participants age
fifty-five or older may direct the Company contribution into any of the Plan's
investment options.
4
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
A. Description of the Plan (continued)
Vesting
Amounts attributable to Company contributions become vested on the participant's
sixty-fifth birthday or if the participant's employment by the Company
terminates by reason of the participant's death or permanent disability or the
participant has completed five years of service with the Company.
Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in
5% increments into any of the six investment options. A participant may
contribute a maximum of 25% of employee contributions into the Phillips-Van
Heusen Corporation Common Stock Fund.
Phillips-Van Heusen Corporation Common Stock Fund: Funds are invested by
the trustee in common shares of the Company. Common shares of the Company
are purchased by the trustee in the open market.
Money Market Fund: Funds are invested by the trustee in short-term
obligations and money market instruments.
Equity Fund: Funds are invested in shares of a registered investment
company that invests primarily in common stock (Fidelity Growth and Income
Portfolio).
Bond Fund: Funds are invested in shares of a registered investment company
that invests in corporate bonds and U.S. government securities (Fidelity
Intermediate Bond Fund).
Balanced Fund: Funds are invested in shares of a registered investment
company that invests in common stock, preferred stocks and bonds (Fidelity
Puritan Fund).
5
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
A. Description of the Plan (continued)
International Fund: Funds are invested in shares of a registered
investment company that invests in common stocks and bonds of companies
and governments outside the United States (Templeton Foreign Fund).
Participant Loans Receivable
Effective July 1, 1995, participants may borrow from the Plan, with certain
restrictions, using their vested account balance as collateral. The minimum loan
amount is $1,000 and the maximum loan amount is the lesser of (i) $50,000
reduced by the participant's highest outstanding loan balance during the
previous twelve months or (ii) 50% of the vested value of the participant's
account. Interest is fixed for the term of the loan at the prime rate as of the
first business day of the month of application as published in the Wall Street
Journal, plus 1%. Loan repayments are made through payroll deductions which may
be specified for a term of 1 to 5 years or up to 15 years for the purchase of a
primary residence.
Payment of Benefits
Participants entitled to final distributions generally will receive payment in
the form of a lump sum amount equal to the value of their vested account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
6
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
B. Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis, except
for payments to participants which the Plan accounts for on the cash basis.
Accordingly, the Plan's statements of net assets available for plan benefits do
not reflect amounts payable to terminated, retired or other participants as a
liability.
In accordance with the Rules and Regulations of the Department of Labor,
investments are included in the accompanying financial statements at market
value as determined by quoted market price or at fair value as determined by
Chase Manhattan Bank for the applicable Chase investment funds. Purchase and
sales of securities are reflected on a trade date basis. Substantially all
administrative expenses are paid by the Company.
All assets of the Plan are held by the trustee, Chase Manhattan Bank, in the
Company's Associates Investment Plan Master Trust ("AIP Master Trust") and are
segregated from the assets of the Company. The Plan shares in AIP Master Trust
interest and investment income based upon its participants' shares of AIP Master
Trust net assets available for plan benefits.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
C. Transactions with Parties-in-Interest
During the years ended December 31, 1996 and 1995, the AIP Master Trust
purchased 101,653 and 226,108 shares, respectively, of the Company's common
stock and received $203,852 and $298,851, respectively, from the Company as
payment of dividends on its common stock. The AIP Master Trust also sold 143,919
and 443,656 shares of the Company's common stock during the years ended December
31, 1996 and 1995, respectively
7
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
D. Changes in AIP Master Trust Net Assets by Fund
Changes in the AIP Master Trust net assets held by fund during the year ended
December 31, 1996 were as follows:
Phillips-Van
Heusen Corp. Money
Common Stock Market Bond Balanced Equity International Loan
Fund Fund Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------------
Net assets at beginning of year $ 14,625,212 $ 8,498,272 $ 1,657,989 $ 4,302,940 $ 6,120,414 $ 1,440,828 $717,488
Interest and investment income 222,115 381,788 117,857 280,456 223,028 63,686 --
Contributions received:
Employer Company, net of
forfeitures 1,953,035 (32,080) (345) 684 (2,348) (3,277) --
Employees 433,614 811,506 391,239 1,146,084 1,746,932 521,595 --
Net realized and unrealized
appreciation (depreciation) 6,089,124 -- (51,827) 452,720 1,230,887 246,777 --
Loans to participants, net of
repayments (100,185) (49,585) 290 (42,997) (39,962) (19,889) 252,328
Payments to participants (3,133,303) (2,001,608) (244,452) (594,927) (764,535) (205,799) --
Transfers (to) from other accounts (477,019) (728,934) (52,286) 205,503 870,537 182,199 --
---------------------------------------------------------------------------------------------
Net assets at end of year $ 19,612,593 $ 6,879,359 $ 1,818,465 $ 5,750,463 $ 9,384,953 $ 2,226,120 $969,816
=============================================================================================
Plan's beneficial interest at 12/31/96 $ 14,798,535 $ 4,242,876 $ 1,514,892 $ 4,969,298 $ 8,328,323 $ 2,032,940 $778,391
=============================================================================================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic
Liquidity Funds.
8
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
D. Changes in AIP Master Trust Net Assets by Fund (continued)
Changes in the AIP Master Trust net assets held by fund during the year ended
December 31, 1995 were as follows:
Phillips-Van
Heusen Corp. Money Stock
Common Stock Market Index Bond
Fund Fund Fund Fund
--------------------------------------------------------------------
Net assets at beginning of year $ 24,889,276 $ 7,181,636 $ 7,603,808
Interest and investment income 258,386 509,408 116,968 $ 41,927
Contributions received:
Employer Company, net of forfeitures
2,349,930 180,822 244,807 (259)
Employees 2,311,251 956,599 537,338 235,349
Net realized and unrealized
appreciation (depreciation) (8,305,792) -- 1,408,254 18,787
Loans to participants, net of
repayments (284,434) (139,857) -- (28,241)
Payments to participants (3,407,543) (1,587,240) (645,205) (6,938)
Transfers (to) from other accounts (3,185,862) 1,396,904 (9,265,970) 1,397,364
--------------------------------------------------------------------
Net assets at end of year $ 14,625,212 $ 8,498,272 $ -- $ 1,657,989
====================================================================
Plan's beneficial interest
at 12/31/95 $ 10,688,286 $ 5,223,143 $ -- $ 1,416,606
====================================================================
Balanced Equity International Loan
Fund Fund Fund Fund
---------------------------------------------------------------
Net assets at beginning of year
Interest and investment income $ 97,653 $ 152,964 $ 46,381 $ --
Contributions received:
Employer Company, net of forfeitures
857 (108) (324) --
Employees 583,942 834,762 274,684 --
Net realized and unrealized
appreciation (depreciation) 152,961 520,515 (34,528) --
Loans to participants, net of
repayments (62,562) (180,625) (21,769) 717,488
Payments to participants (66,120) (46,311) (45,754) --
Transfers (to) from other accounts 3,596,209 4,839,217 1,222,138 --
---------------------------------------------------------------
Net assets at end of year $ 4,302,940 $ 6,120,414 $ 1,440,828 $717,488
===============================================================
Plan's beneficial interest
at 12/31/95 $ 3,718,654 $ 5,357,886 $ 1,306,130 $652,036
===============================================================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic
Liquidity Funds.
9
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
E. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code ("IRC") and therefore its related trust is
tax-exempt under Section 501(a) of the IRC. The Plan's most recent determination
letter is dated April 27, 1995. The Administrative Committee of the Plan is not
aware of any course of action, amendments subsequent to the most recent
determination letter or series of events that have occurred that might adversely
affect the qualified status of the Plan.
F. Assets of the Plan
Assets of the Plan are included in the assets of the AIP Master Trust held by
The Chase Manhattan Bank, N.A. The assets of the AIP Master Trust are presented
in the following table. Investments that represent 5% or more of the AIP Master
Trust's total net assets are identified by an asterisk.
December 31
1996 1995
--------------------------
Investments at Fair Value as Determined
by Quoted Market Price:
Shares of registered investment companies:
Fidelity Growth & Income Portfolio,
305,400 and 226,232 shares, respectively * $ 9,384,931 $ 6,119,575
Fidelity Intermediate Bond Fund,
180,402 and 159,268 shares, respectively 1,818,454 1,657,981
Fidelity Puritan Fund, 333,553 and 252,964 shares,
respectively * 5,750,449 4,302,912
Templeton Foreign Fund, 214,876 and 156,952 shares,
respectively * 2,226,115 1,440,819
Phillips-Van Heusen Corp. Common Stock, 1,359,381 and
1,401,647 shares, respectively* 19,541,102 13,841,264
Investments at Estimated Fair Value:
Common trust fund* 6,950,902 9,283,104
Promissory notes (participant loans) 969,816 717,488
--------------------------
Total net assets $46,641,769 $37,363,143
==========================
Plan's beneficial interest $36,665,255 $28,362,741
==========================
10
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
F. Assets of the Plan (continued)
During the years ended December 31, 1996 and 1995, net appreciation
(depreciation) of the AIP Master Trust's investments was $7,967,681 and
$(6,239,803), respectively, as follows:
1996 1995
---------------------------
Fair Value of Assets Determined by Quoted Market Price:
Phillips-Van Heusen Corp. Common Stock $ 6,089,124 $(8,305,792)
Fidelity Growth & Income Portfolio 1,230,887 520,515
Fidelity Intermediate Bond Fund (51,827) 18,787
Fidelity Puritan Fund 452,720 152,961
Templeton Foreign Fund 246,777 (34,528)
---------------------------
7,967,681 (7,648,057)
Fair Value Estimated by Trustee:
Common trust fund -- 1,408,254
---------------------------
Net appreciation (depreciation) in fair value $ 7,967,681 $(6,239,803)
===========================
Plan's beneficial interest $ 6,338,290 $(4,074,948)
===========================
G. Differences Between Plan Financial Statements and Form 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
December 31
1996
-------------
Net assets available for plan benefits per the financial statements $ 36,665,255
Amounts allocated to withdrawn participants at December 31, 1996 (856,171)
------------
Net assets available for plan benefits per the Form 5500 $ 35,809,084
============
11
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
Notes to Financial Statements (continued)
G. Differences Between Plan Financial Statements and Form 5500 (continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31
1996
------------
Benefits paid to participants per the financial statements $ 5,050,131
Add: Amounts allocated to withdrawn participants at December 31, 1996 856,171
Less: Amounts allocated to withdrawn participants at December 31, 1995 (1,063,868)
-----------
Benefits paid to participants per the Form 5500 $ 4,842,434
===========
Amounts allocated to withdrawn participants on the Form 5500 represent benefit
claims that have been processed and approved for payment prior to year-end but
not yet paid.
12
Supplemental Schedules
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
AIP Master Trust Assets Held for Investment
December 31, 1996
Market
Identity of Issuer Description Cost Value
- ------------------------------------------------------------------------------------------------
Fidelity Growth & Income Portfolio 305,400 shares $ 7,932,002 $ 9,384,931
Fidelity Intermediate Bond Fund 180,402 shares 1,851,305 1,818,454
Fidelity Puritan Fund 333,553 shares 5,576,169 5,750,449
Templeton Foreign Fund 214,876 shares 2,084,073 2,226,115
Chase Manhattan Bank--Domestic Liquidity Fund 6,950,902 shares 6,950,902 6,950,902
Phillips-Van Heusen Corporation Common Stock* 1,359,381 shares 17,202,025 19,541,102
Promissory Notes Participant loans 969,816 969,816
--------------------------
$42,566,292 $46,641,769
==========================
* Party-in-interest investment (Note C).
13
Phillips-Van Heusen Corporation
Associates Investment Plan for Salaried Associates
AIP Master Trust Reportable Transactions
Year ended December 31, 1996
Purchase Selling Cost of Net Gain Number of
Party Involved Description Price Price Assets Sold or (Loss) Transactions
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii)--Series of transactions in excess of 5% of plan assets:
Chase Manhattan Bank, N.A CMB--Domestic Liquidity Fund $5,756,812 $8,089,014 $8,089,014 $ -- 292
Chase Manhattan Bank, N.A Fidelity Growth & Income Portfolio 2,346,385 311,916 74,358 237,558 43
Chase Manhattan Bank, N.A Fidelity Puritan Fund 1,509,469 514,652 138,944 375,708 41
Chase Manhattan Bank, N.A Phillips-Van Heusen Corp.
Common Stock 1,207,548 1,596,834 1,571,130 25,704 208
There were no category (i), (ii) or (iv) reportable transactions for the year
ended December 31, 1996.
14
Financial Statements
and Supplemental Schedules
Phillips-Van Heusen Corporation
Associates Investment Plan
for Hourly Associates
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
[LOGO] ERNST & YOUNG LLP
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Financial Statements and Supplemental Schedules
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors............................................ 1
Financial Statements
Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and 1995............................................. 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1996 and 1995......................... 3
Notes to Financial Statements ............................................ 4
Supplemental Schedules
AIP Master Trust Assets Held for Investment as of December 31, 1996....... 13
AIP Master Trust Reportable Transactions for the Year ended
December 31, 1996...................................................... 14
[Letterhead Ernst & Young LLP]
Report of Independent Auditors
Administrative Committee of the Plan
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
New York, New York
We have audited the accompanying statements of net assets available for plan
benefits of the Phillips-Van Heusen Corporation Associates Investment Plan for
Hourly Associates (the "Plan") as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and 1995, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental Schedule of
AIP Master Trust Assets Held for Investment as of December 31, 1996 and AIP
Master Trust Reportable Transactions for the year then ended are presented for
the purpose of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, and are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures applied in
our audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Ernst & Young LLP
New York, New York
June 13, 1997
1
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Statements of Net Assets Available for Plan Benefits
December 31
1996 1995
--------------------------
Assets
Investments, at fair value (Notes A and F):
Shares of registered investment companies:
Equity Fund $1,008,380 $ 732,247
Bond Fund 275,456 225,553
Balanced Fund 725,489 538,901
International Fund 175,227 124,544
Common Stock--Employer Company 4,474,122 3,699,303
Common trust fund* 2,528,399 3,158,299
Participant loans receivable 178,488 58,552
--------------------------
Total investments 9,365,561 8,537,399
Liabilities -- --
--------------------------
Net assets available for plan benefits $9,365,561 $8,537,399
==========================
* Consists of the Money Market Fund.
See notes to financial statements.
2
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31
1996 1995
-------------------------
Additions
Net Transfer from the PVH Associates Investment Plan for Salaried
Associates $ -- $ 2,410,664
Contributions:
Employer Company, net of forfeitures 280,071 527,735
Participants 738,451 1,092,799
-------------------------
1,018,522 1,620,534
Interest and investment income 244,897 402,426
-------------------------
1,263,419 4,433,624
Deductions
Net transfer to the PVH Associates Investment Plan for Salaried
Associates 210,184 --
Payments to participants 1,738,933 3,712,868
-------------------------
1,949,117 3,712,868
Net realized and unrealized appreciation (depreciation) of
investments (Note F) 1,513,860 (2,052,044)
-------------------------
Net increase (decrease) 828,162 (1,331,288)
Net assets available for plan benefits at beginning of year 8,537,399 9,868,687
=========================
Net assets available for plan benefits at end of year $9,365,561 $ 8,537,399
=========================
See notes to financial statements.
3
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements
December 31, 1996
A. Description of the Plan
The following description of the Phillips-Van Heusen Corporation (the "Company")
Associates Investment Plan for Hourly Associates (the "Plan") provides only
general information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
Plan Amendments
On July 1, 1995, the Plan was amended to include new investment elections and to
dissolve the Stock Index Fund into the remaining funds. The amendment also
increased the participant contribution percentage limit and added a loan
feature.
General
The Plan is a defined contribution plan covering hourly production and retail
field employees of the Company who have at least one year of service (1,000
hours in a year) and are age twenty-one or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions
Each year, participants may contribute up to 15% of pretax annual compensation,
as defined by the Plan. The Company contributes 50% of the first 6% of base
compensation that a participant contributes to the Plan.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions. One hundred percent of the Company contributions
are automatically invested in the common stock of the Company. Participants age
fifty-five or older may direct the Company contribution into any of the Plan's
investment options.
4
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
A. Description of the Plan (continued)
Vesting
Amounts attributable to Company contributions become vested on the participant's
sixty-fifth birthday or if the participant's employment by the Company
terminates by reason of the participant's death or permanent disability or the
participant has completed five years of service with the Company.
Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in
5% increments into any of the six investment options. A participant may
contribute a maximum of 25% of employee contributions into the Phillips-Van
Heusen Corporation Common Stock Fund.
Phillips-Van Heusen Corporation Common Stock Fund: Funds are invested by
the trustee in common shares of the Company. Common shares of the Company
are purchased by the trustee in the open market.
Money Market Fund: Funds are invested by the trustee in short-term
obligations and money market instruments.
Equity Fund: Funds are invested in shares of a registered investment
company that invests primarily in common stocks (Fidelity Growth & Income
Portfolio).
Bond Fund: Funds are invested in shares of a registered investment company
that invests in corporate bonds and U.S. government securities (Fidelity
Intermediate Bond Fund).
Balanced Fund: Funds are invested in shares of a registered investment
company that invests in common stocks, preferred stocks and bonds
(Fidelity Puritan Fund).
International Fund: Funds are invested in shares of a registered
investment company that invests in common stocks and bonds of companies
and governments outside the United States (Templeton Foreign Fund).
5
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
A. Description of the Plan (continued)
Participant Loans Receivable
Effective July 1, 1995, participants may borrow from the Plan, with certain
restrictions, using their vested account balance as collateral. The minimum loan
amount is $1,000 and the maximum loan amount is the lesser of (i) $50,000
reduced by the participant's highest outstanding loan balance during the
previous twelve months or (ii) 50% of the vested value of the participant's
account. Interest is fixed for the term of the loan at the prime rate as of the
first business day of the month of application as published in the Wall Street
Journal, plus 1%. Loan repayments are made through payroll deductions which may
be specified for a term of 1 to 5 years or up to 15 years for the purchase of a
primary residence.
Payment of Benefits
Participants entitled to final distributions generally will receive payment in
the form of a lump sum amount equal to the value of their vested account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
B. Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis, except
for payments to participants which the Plan accounts for on the cash basis.
Accordingly, the Plan's statements of net assets available for plan benefits do
not reflect amounts payable to terminated, retired or other participants as a
liability.
In accordance with the Rules and Regulations of the Department of Labor,
investments are included in the accompanying financial statements at market
value as determined by quoted market prices or at fair value as determined by
Chase Manhattan Bank for the applicable Chase investment funds. Purchases and
sales of securities are reflected on a trade date basis. Substantially all
administrative expenses are paid by the Company.
6
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
B. Significant Accounting Policies (continued)
All assets of the Plan are held by the trustee, Chase Manhattan Bank, in the
Company's Associates Investment Plan Master Trust ("AIP Master Trust") and are
segregated from the assets of the Company. The Plan shares in AIP Master Trust
interest and investment income based upon its participants' shares of AIP Master
Trust net assets available for plan benefits.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
C. Transactions with Parties-in-Interest
During the year ended December 31, 1996 and 1995, the AIP Master Trust purchased
101,653 and 226,108 shares, respectively, of the Company's common stock and
received $203,852 and $298,851, respectively, from the Company as payment of
dividends on its common stock. The AIP Master Trust also sold 143,919 and
443,656 shares of the Company's common stock during the years ended December 31,
1996 and 1995, respectively.
7
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
D. Changes in AIP Master Trust Net Assets by Fund
Changes in the AIP Master Trust net assets held by fund during the year ended
December 31, 1996 were as follows:
Phillips-Van
Heusen Corp. Money
Common Stock Market Bond Balanced Equity
Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------
Net assets at beginning of year $ 14,625,212 $ 8,498,272 $ 1,657,989 $ 4,302,940 $ 6,120,414
Interest and investment income 222,115 381,788 117,857 280,456 223,028
Contributions received:
Employer Company, net of forfeitures 1,953,035 (32,080) (345) 684 (2,348)
Employees 433,614 811,506 391,239 1,146,084 1,746,932
Net realized and unrealized appreciation
(depreciation) 6,089,124 -- (51,827) 452,720 1,230,887
Loans to participants, net of repayments (100,185) (49,585) 290 (42,997) (39,962)
Payments to participants (3,133,303) (2,001,608) (244,452) (594,927) (764,535)
Transfers (to) from other accounts (477,019) (728,934) (52,286) 205,503 870,537
-----------------------------------------------------------------------------
Net assets at end of year $ 19,612,593 $ 6,879,359 $ 1,818,465 $ 5,750,463 $ 9,384,953
=============================================================================
Plan's beneficial interest at 12/31/96 $ 4,474,122 $ 2,528,399 $ 275,456 $ 725,489 $ 1,008,380
=============================================================================
International Loan
Fund Fund
-------------------------
Net assets at beginning of year $ 1,440,828 $717,488
Interest and investment income 63,686 --
Contributions received:
Employer Company, net of forfeitures (3,277) --
Employees 521,595 --
Net realized and unrealized appreciation
(depreciation) 246,777 --
Loans to participants, net of repayments (19,889) 252,328
Payments to participants (205,799) --
Transfers (to) from other accounts 182,199 --
-------------------------
Net assets at end of year $ 2,226,120 $969,816
=========================
Plan's beneficial interest at 12/31/96 $ 175,227 $178,488
=========================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic
Liquidity Funds.
8
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
D. Changes in AIP Master Trust Net Assets by Fund
Changes in the AIP Master Trust net assets held by fund during the year ended
December 31, 1995 were as follows:
Phillips-Van
Heusen Corp. Money Stock
Common Stock Market Index Bond Balanced
Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------
Net assets at beginning of year $ 24,889,276 $ 7,181,636 $ 7,603,808
Interest and investment income 258,386 509,408 116,968 $ 41,927 $ 97,653
Contributions received:
Employer Company, net of forfeitures 2,349,930 180,822 244,807 (259) 857
Employees 2,311,251 956,599 537,338 235,349 583,942
Net realized and unrealized appreciation
(depreciation) (8,305,792) -- 1,408,254 18,787 152,961
Loans to participants, net of repayments (284,434) (139,857) -- (28,241) (62,562)
Payments to participants (3,407,543) (1,587,240) (645,205) (6,938) (66,120)
Transfers (to) from other accounts (3,185,862) 1,396,904 (9,265,970) 1,397,364 3,596,209
-----------------------------------------------------------------------------
Net assets at end of year $ 14,625,212 $ 8,498,272 $ -- $ 1,657,989 $ 4,302,940
=============================================================================
Plan's beneficial interest at 12/31/95 $ 3,699,303 $ 3,158,299 $ -- $ 225,553 $ 538,901
=============================================================================
Equity International Loan
Fund Fund Fund
----------------------------------------
Net assets at beginning of year
Interest and investment income $ 152,964 $ 46,381 --
Contributions received:
Employer Company, net of forfeitures (108) (324) --
Employees 834,762 274,684 --
Net realized and unrealized appreciation
(depreciation) 520,515 (34,528) --
Loans to participants, net of repayments (180,625) (21,769) $717,488
Payments to participants (46,311) (45,754) --
Transfers (to) from other accounts 4,839,217 1,222,138 --
----------------------------------------
Net assets at end of year $ 6,120,414 $ 1,440,828 $717,488
========================================
Plan's beneficial interest at 12/31/95 $ 732,247 $ 124,544 $ 58,552
========================================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic
Liquidity Funds.
9
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
E. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code ("IRC") and therefore its related trust is
tax-exempt under Section 501(a) of the IRC. The Plan's most recent determination
letter is dated April 27, 1995. The Administrative Committee of the Plan is not
aware of any course of action, amendments subsequent to the most recent
determination letter or series of events that have occurred that might adversely
affect the qualified status of the Plan.
F. Assets of the Plan
Assets of the Plan are included in the assets of the AIP Master Trust held by
The Chase Manhattan Bank, N.A. The assets of the AIP Master Trust are presented
in the following table. Investments that represent 5% or more of the AIP Master
Trust's total net assets are identified by an asterisk.
December 31
1996 1995
--------------------------
Investments at Fair Value as Determined by Quoted
Market Price:
Shares of registered investment companies:
Fidelity Growth & Income Portfolio,
305,400 and 226,232 shares, respectively * $ 9,384,931 $ 6,119,575
Fidelity Intermediate Bond Fund, 180,402 and 159,268
share, respectively 1,818,454 1,657,981
Fidelity Puritan Fund, 333,553 and 252,964 shares,
respectively * 5,750,449 4,302,912
Templeton Foreign Fund, 214,876 and 156,952 shares,
respectively * 2,226,115 1,440,819
Phillips-Van Heusen Corp. Common Stock, 1,359,381 and
1,401,647 shares, respectively * 19,541,102 13,841,264
Investments at Estimated Fair Value:
Common trust fund * 6,950,902 9,283,104
Promissory notes (participant loans) 969,816 717,488
--------------------------
Total net assets $46,461,769 $37,363,143
==========================
Plan's beneficial interest $ 9,365,561 $ 8,537,399
==========================
10
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
F. Assets of the Plan (continued)
During the years ended December 31, 1996 and 1995, net appreciation
(depreciation) of the AIP Master Trust's investments was $7,967,681 and
$(6,239,803), respectively, as follows:
1996 1995
---------------------------
Fair value of Assets Determined by Quoted
Market Price:
Phillips-Van Heusen Corp. Common Stock $ 6,089,124 $(8,305,792)
Fidelity Growth & Income Portfolio 1,230,887 520,515
Fidelity Intermediate Bond Fund (51,827) 18,787
Fidelity Puritan Fund 452,720 152,961
Templeton Foreign Fund 246,777 (34,528)
---------------------------
7,967,681 (7,648,057)
Fair Value Estimated by Trustee:
Common trust fund -- 1,408,254
---------------------------
Net appreciation (depreciation) in fair value $ 7,967,681 $(6,239,803)
===========================
Plan's beneficial interest $ 1,513,860 $(2,052,044)
===========================
G. Differences Between Plan Financial Statements and Form 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
December 31
1996
-----------
Net assets available for plan benefits per the
financial statements $ 9,365,561
Amounts allocated to withdrawn participants at
December 31, 1996 (294,809)
-----------
Net assets available for plan benefits per the Form 5500 $ 9,070,752
===========
11
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
Notes to Financial Statements (continued)
G. Differences Between Plan Financial Statements and Form 5500 (continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31
1996
-----------
Benefits paid to participants per the financial statements $ 1,738,933
Add: Amounts allocated to withdrawn participants at
December 31, 1996 294,809
Less: Amounts allocated to withdrawn participants at
December 31, 1995 (1,485,459)
-----------
Benefits paid to participants per the Form 5500 $ 548,283
===========
Amounts allocated to withdrawn participants on the Form 5500 represent benefit
claims that have been processed and approved for payment prior to year-end but
not yet paid.
12
Supplemental Schedules
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
AIP Master Trust Assets Held for Investment
December 31, 1996
Market
Identity of Issuer Description Cost Value
- -------------------------------------------------------------------------------------------
Fidelity Growth & Income Portfolio 305,400 shares $ 7,932,002 $ 9,384,931
Fidelity Intermediate Bond Fund 180,402 shares 1,851,305 1,818,454
Fidelity Puritan Fund 333,553 shares 5,576,169 5,750,449
Templeton Foreign Fund 214,876 shares 2,084,073 2,226,115
Chase Manhattan Bank--Domestic Liquidity
Fund 6,950,902 shares 6,950,902 6,950,902
Phillips-Van Heusen Corporation Common
Stock* 1,359,381 shares 17,202,025 19,541,102
Promissory Notes Participant loans 969,816 969,816
--------------------------
$42,566,292 $46,641,769
==========================
13
Phillips-Van Heusen Corporation
Associates Investment Plan for Hourly Associates
AIP Master Trust Reportable Transactions
Year ended December 31, 1996
Purchase Selling Cost of Net Gain Number of
Party Involved Description Price Price Assets Sold or (Loss) Transactions
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii)--Series of transactions in excess of 5% of plan assets:
Chase Manhattan Bank, N.A. CMB--Domestic Liquidity Fund $5,756,812 $8,089,014 $8,089,014 $ -- 292
Chase Manhattan Bank, N.A. Fidelity Growth & Income Portfolio 2,346,385 311,916 74,358 237,558 43
Chase Manhattan Bank, N.A. Fidelity Puritan Fund 1,509,469 514,652 138,944 375,708 41
Chase Manhattan Bank, N.A. Phillips-Van Heusen Corp. Common
Stock 1,207,548 1,596,834 1,571,130 25,704 208
There were no category (i), (ii) or (iv) reportable transactions for the year
ended December 31, 1996.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
ASSOCIATES INVESTMENT PLANS
Date: June 24, 1997 By /s/ Pamela N. Hootkin
----------------------------
Pamela N. Hootkin, Member of
Administrative Committee
[Letterhead of Ernst & Young LLP]
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Associates Investment Plan for Salaried Associates and
the Associates Investment Plan for Hourly Associates, of the Phillips-Van Heusen
Corporation, of our reports dated June 13, 1997, with respect to the financial
statements and supplemental schedules of the above mentioned plans included in
this Annual Report (Form 11K) for the year ended December 31, 1996.
/s/ Ernst & Young LLP
New York, New York
June 13, 1997
