e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
April 20, 2010
Date of Report (Date of earliest event reported)
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-07572
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Delaware
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13-1166910 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
200 Madison Avenue
New York, New York 10016
(Address of principal executive offices, including zip code)
(212) 381-3500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On April 20, 2010, Phillips-Van Heusen Corporation, a Delaware corporation (the Company),
issued a press release in which it updated earnings guidance for the first quarter and full year 2010. A copy of the press release is attached as Exhibit 99.1 hereto.
The information furnished in this Item 7.01 is being furnished and shall not be deemed to be
filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that Section, and shall not be
incorporated by reference into any registration statement or other document filed or furnished
pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such document.
Item 8.01 Other Events.
On April 20, 2010, the Company issued a press release announcing that, in connection with its
cash tender offers and consent solicitations for any and all of its outstanding (i) 71/4% Senior
Notes due 2011 and (ii) 81/8
% Senior Notes due 2013 (collectively, the Notes), it has received the
requisite consents from holders of the Notes to amend the indentures governing each series of
Notes. The Company also announced that it is waiving the requirement that tenders be made by 5:00 p.m. on April 20, 2010 in order to receive the total consideration, including a consent
payment of $30.00 per $1,000 principal amount of each series of notes tendered. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
On April 20, 2010, the Company issued a press release announcing that it has commenced a
public offering of 4,500,000 shares of its common stock (plus an additional 675,000 shares of its
common stock pursuant to an option granted to the underwriters) and a public offering of $525.0
million of Senior Unsecured Notes due 2020. A copy of the press release is attached hereto as
Exhibit 99.3 and is incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1
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Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (earnings
guidance). |
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99.2
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Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (cash tender
offers and consent solicitations). |
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99.3
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Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (equity and
debt offerings). |
SIGNATURE
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.
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PHILLIPS-VAN HEUSEN CORPORATION
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Date: April 20, 2010 |
By: |
/s/ Mark D. Fischer
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Name: |
Mark D. Fischer |
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Title: |
Senior Vice President |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (earnings guidance). |
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99.2
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Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (cash tender
offers and consent solicitations). |
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99.3
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Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (equity and
debt offerings). |
exv99w1
EXHIBIT 99.1
PHILLIPS-VAN HEUSEN CORPORATION
200 MADISON AVENUE
NEW YORK, N.Y. 10016
FOR IMMEDIATE RELEASE:
April 20, 2010
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Contact: |
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Michael Shaffer
Executive Vice President and Chief Financial Officer
(212) 381-3523
www.pvh.com |
PHILLIPS-VAN HEUSEN CORPORATION RAISES GUIDANCE
FOR FIRST QUARTER AND FULL YEAR 2010
New York, New York Phillips-Van Heusen Corporation [NYSE: PVH] today announced it was updating
its previous guidance by increasing its estimates for earnings per share and revenue for the first
quarter and full year 2010.
Non-GAAP Amounts:
The discussions in this release that refer to non-GAAP amounts exclude the items which are
described in this release under the heading Non-GAAP Exclusions. Reconciliations of GAAP to
non-GAAP amounts are presented later in this release.
Tommy Hilfiger Acquisition
The Company announced on March 15, 2010 that it had entered into a definitive agreement, subject to
certain customary conditions, to purchase Tommy Hilfiger B.V. and certain affiliated companies.
The following provides guidance for the Companys first quarter and full year 2010 assuming the
transaction is not consummated and that the Company continues on a standalone basis. The Company
will incur certain one-time transaction expenses principally during the first quarter of 2010
related to the proposed Tommy Hilfiger acquisition whether or not it is consummated, which are
included in the Companys GAAP guidance, but excluded from the Companys non-GAAP guidance.
1
First Quarter Guidance
For the first quarter of 2010, the Company now estimates non-GAAP earnings per share will be $0.80
versus its prior guidance of $0.73 to $0.75. This compares to non-GAAP earnings per share in the
prior years first quarter of $0.53. GAAP earnings per share is estimated to be $0.11 in the first
quarter of 2010, as compared to $0.48 in the prior years first quarter. First quarter revenue is
currently expected to be approximately $605 million to $610 million in 2010, an increase of 9% from
the prior years first quarter. The Companys updated guidance reflects stronger than expected
performance across all of its operating divisions in the first two and a half months of 2010. The
Company is currently projecting Calvin Klein royalty revenue to increase approximately 8% in the
first quarter of 2010 as compared to the prior year. The Company is currently projecting revenue
for the Companys combined wholesale and retail businesses to increase approximately 10% in the
first quarter of 2010 as compared to the prior year, with comparable store sales for the Companys
retail businesses projected to grow approximately 11%. The Company previously projected that
comparable store sales for the Companys retail businesses would grow approximately 6% to 7%.
Full Year Guidance
Non-GAAP earnings per share in 2010 is currently projected to be in the range of $3.25 to $3.33
versus the Companys prior guidance of $3.20 to $3.28. The updated earnings per share guidance
represents an increase of 15% to 18% over 2009 on a non-GAAP basis. On a GAAP basis, earnings per
share is currently expected to be in the range of $2.56 to $2.64, or a decrease of 14% to 17%
compared to the prior year.
Revenue in 2010 is projected to be $2.49 billion to $2.51 billion, or an increase of 4% to 5%
versus 2009. For the full year, the Company is currently projecting that Calvin Klein royalty
revenue will increase 6% to 7%. Combined revenue for the Companys wholesale and retail businesses
is currently planned to grow between 4% and 5%. Comparable store sales for the Companys retail
businesses are currently projected to
2
grow approximately 4% to 5%. The Company previously projected that comparable store sales for the
Companys retail businesses would grow approximately 2% to 3%.
Impact of the Proposed Tommy Hilfiger Acquisition
It is currently anticipated that the Companys acquisition of Tommy Hilfiger will close early in
the second quarter of 2010. The Company currently expects the Tommy Hilfiger transaction to be
immediately accretive to earnings per share before one-time cash integration costs and transaction
expenses. The Company currently estimates earnings accretion of $0.20 to $0.25 per share in its
2010 fiscal year, which excludes one-time cash integration costs and transaction expenses. The
Company currently estimates earnings accretion of $0.75 to $1.00 per share in its 2011 fiscal year.
Non-GAAP Exclusions:
The discussions in this release that refer to non-GAAP amounts exclude the following:
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Pre-tax costs of $25.9 million incurred in 2009 (of which $4.7 million was incurred in the
first quarter) in connection with the Companys restructuring initiatives announced in the
fourth quarter of 2008, including the shutdown of the Companys domestic production of
machine-made neckwear, a realignment of the Companys global sourcing organization, reductions
in warehousing capacity, lease termination fees for the majority of the Companys Calvin Klein
specialty retail stores and other initiatives to reduce corporate and administrative expenses. |
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Estimated pre-tax costs of $60.0 million related to the proposed acquisition of Tommy
Hilfiger that will be incurred principally in the first quarter of 2010 regardless of whether
the acquisition is consummated. |
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The tax benefit of the above pre-tax costs, and a net tax benefit of $29.6 million that was
recorded primarily in the third quarter of 2009, related principally to the lapse of the
statute of limitations with respect to certain previously unrecognized tax positions. Taxes
are estimated on the Companys restructuring and other costs at the Companys normalized tax
rate before discrete items. |
Please see reconciliations of GAAP to non-GAAP amounts later in this release.
3
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
Forward-looking statements in this press release, including, without limitation, statements
relating to the Companys future revenue and earnings, plans, strategies, objectives,
expectations and intentions, including, without limitation, statements relating to the
Companys proposed acquisition of Tommy Hilfiger B.V. and certain affiliated companies
(collectively, Tommy Hilfiger), are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements are inherently subject to risks and uncertainties, many of which
cannot be predicted with accuracy, and some of which might not be anticipated, including,
without limitation, the following: (i) the Companys plans, strategies, objectives,
expectations and intentions are subject to change at any time at the discretion of the
Company; (ii) the Companys proposed acquisition of Tommy Hilfiger is subject to conditions,
which may not be satisfied, in which event the transaction may not close; (iii) in connection
with the proposed acquisition of Tommy Hilfiger, the Company intends to borrow significant
amounts, may be considered to be highly leveraged, and will have to use a significant portion
of its cash flows to service such indebtedness, as a result of which the Company might not
have sufficient funds to operate its businesses in the manner it intends or has operated in
the past; (iv) the levels of sales of the Companys apparel, footwear and related products,
both to its wholesale customers and in its retail stores, the levels of sales of the
Companys licensees at wholesale and retail, and the extent of discounts and promotional
pricing in which the Company and its licensees and other business partners are required to
engage, all of which can be affected by weather conditions, changes in the economy, fuel
prices, reductions in travel, fashion trends, consolidations, repositionings and bankruptcies
in the retail industries, repositionings of brands by the Companys licensors and other
factors; (v) the Companys plans and results of operations will be affected by the Companys
ability to manage its growth and inventory, including the Companys ability to continue to
develop and grow the Calvin Klein businesses in terms of revenue and profitability, and its
ability to realize benefits from Tommy Hilfiger, if the acquisition is consummated; (vi) the
Companys operations and results could be affected by quota restrictions and the imposition
of safeguard controls (which, among other things, could limit the Companys ability to
produce products in cost-effective countries that have the labor and technical expertise
needed), the availability and cost of raw materials, the Companys ability to adjust timely
to changes in trade regulations and the migration and development of manufacturers (which can
affect where the Companys products can best be produced), and civil conflict, war or
terrorist acts, the threat of any of the foregoing, or political and labor instability in any
of the countries where the Companys or its licensees or other business partners products
are sold, produced or are planned to be sold or produced; (vii) disease epidemics and health
related concerns, which could result in closed factories, reduced workforces, scarcity of raw
materials and scrutiny or embargoing of goods produced in infected areas, as well as reduced
consumer traffic and purchasing, as consumers limit or cease shopping in order to avoid
exposure or become ill; (viii) acquisitions and issues arising with acquisitions and proposed
transactions, including without limitation, the ability to integrate an acquired entity, such
as Tommy Hilfiger, into the Company with no substantial adverse affect on the acquired
entitys or the Companys existing operations, employee relationships, vendor relationships,
customer relationships or financial performance; (ix) the failure of the Companys licensees
to market successfully licensed products or to preserve the value of the Companys brands, or
their misuse of the Companys brands and (x) other risks and uncertainties indicated from
time to time in the Companys filings with the Securities and Exchange Commission.
This press release includes certain non-GAAP financial measures, as defined under SEC rules.
Reconciliations of these measures are included in the financial information later in this
release, as well as in the Companys Current Report on Form 8-K furnished to the SEC in
connection with this release, which is available on the Companys website at www.pvh.com and
on the SECs website at www.sec.gov.
The Company does not undertake any obligation to update publicly any forward-looking
statement, including, without limitation, any estimate regarding revenue or earnings, whether
as a result of the receipt of new information, future events or otherwise.
4
PHILLIPS-VAN
HEUSEN CORPORATION
Reconciliations of GAAP to Non-GAAP Amounts
The Company believes presenting its 2009 results excluding (x) the costs incurred in connection
with its restructuring initiatives announced in the fourth quarter of 2008 and the net tax benefit
related principally to the lapse of the statute of limitations with respect to certain previously
unrecognized tax positions; and (y) its 2010 estimated results excluding the estimated one-time
costs related to the proposed acquisition of Tommy Hilfiger that will be incurred regardless of
whether the acquisition is consummated, both of which are on a non-GAAP basis, provides useful
additional information to investors. The Company believes that the exclusion of such amounts
facilitates comparing current results against past and future results by eliminating amounts that
it believes are not comparable between periods, thereby permitting management to evaluate
performance and investors to make decisions based on the ongoing operations of the Company. The
Company believes that investors often look at ongoing operations of an enterprise as a measure of
assessing performance. The Company has provided the reconciliations set forth below to present its
earnings per share on a GAAP basis and excluding these amounts. The Company uses its results
excluding these amounts to evaluate its operating performance and to discuss its business with
investment institutions, the Companys Board of Directors and others. The Companys earnings per
share amounts excluding the costs associated with its restructuring initiatives are also the basis
for certain incentive compensation calculations. Taxes are estimated on the Companys taxable
restructuring and other costs at the Companys normalized tax rate before discrete items.
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2009 |
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2010 |
First Quarter Earnings Per Share |
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(Actual) |
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(Estimated) |
GAAP earnings per share |
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$ |
0.48 |
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$ |
0.11 |
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Estimated per share impact of costs related to the
proposed acquisition of Tommy Hilfiger that will be
incurred regardless of whether the acquisition is
consummated (pre-tax costs of $60.0 million, or $37.2
million after taxes of $22.8 million) |
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$ |
0.69 |
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Per share impact of restructuring initiatives
(pre-tax charges of $4.7 million, or $2.9 million
after taxes of $1.8 million) |
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$ |
0.05 |
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Earnings per share excluding the impact of above items |
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$ |
0.53 |
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$ |
0.80 |
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2009 |
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2010 |
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% |
Full Year Earnings Per Share |
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(Actual) |
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(Estimated) |
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Change |
GAAP earnings per share |
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$ |
3.08 |
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$ |
2.56 - $2.64 |
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(17)% - (14 |
)% |
Estimated per share impact of costs related to the
proposed acquisition of Tommy Hilfiger that will be
incurred regardless of whether the acquisition is
consummated (pre-tax costs of $60.0 million, or $37.2
million after taxes of $22.8 million) |
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$ |
0.69 |
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Per share impact of (i) restructuring initiatives
(pre-tax charges of $25.9 million, or $16.1 million
after taxes of $9.8 million); and (ii) the net tax
benefit of $29.6 million related principally to the
lapse of the statute of limitations with respect to
certain previously unrecognized tax positions (total
net income of $13.5 million after-tax) |
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$ |
(0.25 |
) |
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Earnings per share excluding the impact of above items |
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$ |
2.83 |
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$ |
3.25 - $3.33 |
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15% - 18 |
% |
5
exv99w2
EXHIBIT 99.2
PHILLIPS-VAN HEUSEN CORPORATION
200 MADISON AVENUE
NEW YORK, N.Y. 10016
FOR IMMEDIATE RELEASE:
April 20, 2010
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Contact:
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Michael Shaffer
Executive Vice President and Chief Financial Officer
(212) 381-3523
www.pvh.com |
PHILLIPS-VAN HEUSEN CORPORATION RECEIVES THE REQUISITE CONSENTS
PURSUANT TO ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS
OUTSTANDING 71/4% SENIOR
NOTES DUE 2011 AND ITS 81/8% SENIOR NOTES
DUE 2013 AND ANNOUNCES AMENDMENT OF TENDER OFFER
NEW YORK, NY Phillips-Van Heusen Corporation (NYSE: PVH) announced today that it has received the
requisite tenders and consents from holders of both its 71/4% Senior Notes due 2011 and 81/8% Senior
Notes due 2013 to amend the indentures governing each series of notes. PVH commenced its cash
tender offers and consent solicitations relating to these notes pursuant to an Offer to Purchase
and Consent Solicitation Statement, dated April 7, 2010, and a related Consent and Letter of
Transmittal, which more fully set forth the terms and conditions of the tender offers and consent
solicitations. The consent solicitations expired at 5:00 p.m., New
York City time, on Tuesday, April 20, 2010. Tenders may no longer be withdrawn and consents may no longer be revoked.
Prior to expiration of
the consent solicitations, holders of approximately 67% of the
outstanding principal amount of the 2011 Notes and approximately 90%
of the outstanding principal amount of the 2013 Notes had tendered
their notes and consented to the proposed amendments to the
indentures governing each series of notes.
PVH also announced today that it is waiving the requirement that tenders be made by 5:00 p.m. today in order
to receive the total consideration, including a consent payment of $30.00 per $1,000 principal amount of
each series of notes tendered. Holders who tender their notes prior to the expiration of the tender
offers will receive the total consideration of $1,002.50 for each $1,000 principal amount of 2011 Notes
tendered and $1,016.04 for each $1,000 principal amount of 2013 Notes
tendered. All other terms of the tender offers remain unchanged. The
tender offers for the notes will expire at 12:00 midnight, New York
City time, on May 4, 2010, unless extended or earlier terminated.
PVH and U.S. Bank National Association, the trustee under the indentures governing each series of
notes, will enter into supplemental indentures that will amend the indentures under which each
series of notes was issued. The supplemental indentures will become effective upon execution by
PVH and U.S. Bank National Association, but the proposed amendments will not become operative until
the notes that have been validly tendered on or prior to the expiration of the consent
solicitations are accepted for payment and paid for by PVH pursuant to the terms of the tender
offers. The proposed amendments, if they become operative, will, among other things, eliminate
substantially all of the restrictive covenants in the indentures and the applicable series of
underlying notes and eliminate all events of default other than
events of default relating
to the failure to pay principal of and interest on the applicable series of notes and to comply for 60 days
after notice with the covenants, obligations, warranties or agreements contained in the indentures
after giving effect to the proposed amendments. Once the proposed amendments to the related
indenture become operative, they will be binding upon the holders of notes not tendered into the
tender offers.
The tender offers and consent solicitations with respect to each series of notes are subject to the
satisfaction of certain conditions, including (i) the minimum tender condition, which requires that
notes representing not less than a majority in aggregate principal amount of notes outstanding be
validly tendered and not validly withdrawn; (ii) the acquisition condition, which requires that all
conditions precedent to the previously announced acquisition of Tommy Hilfiger B.V. by PVH be
satisfied and the proceeds of the financing for the acquisition be received by PVH; and (iii) the
supplemental indenture condition, which requires that the supplemental indentures implementing the
proposed amendments must have been executed. Although the conditions to the tender offers and
consent solicitations include the acquisition condition, consummation of the tender offers and
consent solicitations is not a condition precedent to the acquisition of Tommy Hilfiger B.V. The
principal purpose of the tender offers and the consent solicitations is to acquire all outstanding
notes and to eliminate substantially all of the restrictive covenants and certain events of default
in the indentures.
Barclays Capital Inc. is acting as dealer manager for the tender offers. The depositary and
information agent for the tender offers is D.F. King & Co. Questions regarding the tender offers
may be directed to Barclays Capital Inc., (800) 438-3242 (toll free) or (212) 528-7581 (collect).
Requests for copies of the Offer to Purchase and Consent Solicitation Statement and related
documents may be directed to D.F. King & Co., telephone number (800) 487-4870 (toll free) and (212)
269-5550 (for banks and brokers).
This announcement is not an offer to purchase or a solicitation of an offer to purchase with
respect to the Notes nor is this announcement an offer or solicitation of an offer to sell the new
notes. The tender offers are made solely by means of the Offer to Purchase and Consent
Solicitation Statement, dated April 7, 2010, and related Letter of Transmittal and Consent.
Phillips-Van Heusen Corporation is one of the worlds largest apparel companies. It owns and
markets the Calvin Klein brand worldwide. It is the worlds largest shirt and neckwear company and
markets a variety of goods under its own brands, Van Heusen, Calvin Klein, IZOD, ARROW, Bass and
G.H. Bass & Co., and its licensed brands, including Tommy Hilfiger, Geoffrey Beene, Kenneth Cole
New York, Kenneth Cole Reaction, MICHAEL Michael Kors, Sean John, Chaps, Donald J. Trump Signature
Collection, JOE Joseph Abboud, DKNY and Timberland.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking
statements made in this document, including, without limitation, statements relating to the
Companys future revenue, earnings and cash flows, plans, strategies, objectives, expectations and
intentions, including,
without limitation, statements relating to the Companys proposed acquisition of Tommy Hilfiger BV and
certain related companies (collectively, Tommy Hilfiger), are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that
such forward-looking statements are inherently subject to risks and uncertainties, many of which
cannot be predicted with accuracy, and some of which might not be anticipated, including, without
limitation, the following: (i) the Companys plans, strategies, objectives, expectations and
intentions are subject to change at any time at the discretion of the Company; (ii) the Companys
proposed acquisition of Tommy Hilfiger is subject to conditions, which may not be satisfied, in
which event the transaction may not close; (iii) in connection with the proposed acquisition of
Tommy Hilfiger, the Company intends to borrow significant amounts and will have to use a
significant portion of its cash flows to service such indebtedness, as a result of which the
Company might not have sufficient funds to operate its businesses in the manner it intends or has
operated in the past; (iv) the levels of sales of the Companys apparel, footwear and related
products, both to its wholesale customers and in its retail stores, the levels of sales of the
Companys licensees at wholesale and retail, and the extent of discounts and promotional pricing in
which the Company and its licensees and other business partners are required to engage, all of
which can be affected by weather conditions, changes in the economy, fuel prices, reductions in
travel, fashion trends, consolidations, repositionings and bankruptcies in the retail industries,
repositionings of brands by the Companys licensors and other factors; (v) the Companys plans and
results of operations will be affected by the Companys ability to manage its growth and inventory,
including the Companys ability to continue to develop and grow the Calvin Klein businesses in
terms of revenue and profitability, and its ability to realize benefits from Tommy Hilfiger, if the
acquisition is consummated; (vi) the Companys operations and results could be affected by quota
restrictions and the imposition of safeguard controls (which, among other things, could limit the
Companys ability to produce products in cost-effective countries that have the labor and technical
expertise needed), the availability and cost of raw materials, the Companys ability to adjust
timely to changes in trade regulations and the migration and development of manufacturers (which
can affect where the Companys products can best be produced), and civil conflict, war or terrorist
acts, the threat of any of the foregoing, or political and labor instability in any of the
countries where the Companys or its licensees or other business partners products are sold,
produced or are planned to be sold or produced; (vii) disease epidemics and health related
concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and
scrutiny or embargoing of goods produced in infected areas, as well as reduced consumer traffic and
purchasing, as consumers limit or cease shopping in order to avoid exposure or become ill; (viii)
acquisitions and issues arising with acquisitions and proposed transactions, including without
limitation, the ability to integrate an acquired entity, such as Tommy Hilfiger, into the Company
with no substantial adverse affect on the acquired entitys or the Companys existing operations,
employee relationships, vendor relationships, customer relationships or financial performance; (ix)
the failure of the Companys licensees to market successfully licensed products or to preserve the
value of the Companys brands, or their misuse of the Companys brands and (x) other risks and
uncertainties indicated from time to time in the Companys filings with the Securities and Exchange
Commission.
The Company does not undertake any obligation to update publicly any forward-looking statement,
including, without limitation, any estimate regarding revenue, earnings or cash flows, whether as a
result of the receipt of new information, future events or otherwise.
exv99w3
Exhibit 99.3
PHILLIPS-VAN HEUSEN CORPORATION
200 MADISON AVENUE
NEW YORK, N.Y. 10016
FOR IMMEDIATE RELEASE:
April 20, 2010
Contact:
Michael Shaffer
Executive Vice President and Chief Financial Officer
(212) 381-3523
www.pvh.com
Phillips-Van Heusen Corporation Announces Offerings of Common Stock
and Senior Notes To Finance Acquisition of Tommy Hilfiger and
Repurchase Outstanding Notes
New York, New York Phillips-Van Heusen Corporation [NYSE: PVH] today announced that it is
commencing an offering of 4,500,000 shares of common stock (plus an additional 675,000 shares of
common stock pursuant to a 30-day option granted to the underwriters to cover over-allotments, if
any). In addition, the company announced today that it is commencing an offering of $525.0
million of senior unsecured notes due 2020. Both offerings are being made pursuant to the
companys automatic shelf registration statement on Form S-3 filed with the Securities and Exchange
Commission on April 20, 2010 and pursuant to separate preliminary prospectus supplements, each of
which will also be filed with the SEC.
The company intends to use the net proceeds of the offering of common stock, after deducting
underwriting discounts and commissions and offering expenses, to fund a portion of the purchase
price for its proposed acquisition of Tommy Hilfiger B.V. and certain affiliated companies,
including related fees and expenses. The completion of the offering of the common stock is not
conditioned upon PVHs acquisition of Tommy Hilfiger and, if the company does not complete the
acquisition, then it will use the net proceeds for general corporate purposes, including fees and
expenses relating to the acquisition of Tommy Hilfiger that are payable whether or not the
acquisition is completed.
The company will use the net proceeds of the offering of the notes, after deducting underwriting
discounts and commissions and offering expenses, to repurchase or redeem its $150.0 million
outstanding principal amount of 71/4% Senior Notes due 2011 and its $150.0 million outstanding
principal amount of
81/8% Senior Notes due 2013, including consent payments relating to a consent
solicitation related to the tender for the notes and fees and expenses related to the tender and
consent solicitation, as well as to fund a portion of the purchase price for its proposed
acquisition of Tommy Hilfiger, including related fees and expenses. The offering of the notes is
conditioned upon PVHs acquisition of Tommy Hilfiger and will not be completed if the company does
not complete the acquisition.
BofA Merrill Lynch, Barclays Capital, Credit Suisse and Deutsche Bank Securities are the joint
book-running managers for the common stock offering. A prospectus concerning the common stock
offering may be obtained from BofA Merrill Lynch by writing to BofA Merrill Lynch, 4 World
Financial Center, New York, NY 10080, Attn: Preliminary Prospectus Department or email
Prospectus.Requests@ml.com.
Barclays Capital and Deutsche Bank Securities are the joint book-running managers and global
coordinators for the notes offering. BofA Merrill Lynch, Credit Suisse and RBC Capital Markets are
also the joint book-running managers for the notes offering. A prospectus concerning the notes
offering may be obtained from Barclays Capital by calling 1 (888) 603-5847 or by writing to
Barclays Capital Inc., c/o Broadridge, Integrated Distribution Services, 1155 Long Island Avenue,
Edgewood, NY 11717 or email Barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor
shall there be any sale of shares of common stock or of any notes in any state in which such an
offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities law of any such state. Any offering will be made only by means of a written prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Phillips-Van Heusen Corporation is one of the worlds largest apparel companies. It owns and
markets the Calvin Klein brand worldwide. It is the worlds largest shirt and neckwear company and
markets a variety of goods under its own brands, Van Heusen, Calvin Klein, IZOD, ARROW, Bass and
G.H. Bass & Co., and its licensed brands, including Tommy Hilfiger, Geoffrey Beene, Kenneth Cole
New York, Kenneth Cole Reaction, MICHAEL Michael Kors, Sean John, Chaps, Trump, JOE Joseph Abboud,
DKNY and Timberland.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
Forward-looking statements made in this document, including, without limitation, statements
relating to the Companys future revenue, earnings and cash flows, plans, strategies, objectives,
expectations and intentions, including, without limitation, statements relating to the Companys
proposed acquisition of Tommy Hilfiger B.V. and certain related companies (collectively, Tommy
Hilfiger), are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently
subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of
which might not be anticipated, including, without limitation, the following: (i) the Companys
plans, strategies, objectives, expectations and intentions are subject to change at any time at the
discretion of the Company; (ii) the Companys proposed acquisition of Tommy Hilfiger is subject to
conditions, which may not be satisfied, in which event the transaction may not close; (iii) in
connection with the proposed acquisition of Tommy Hilfiger, the Company intends to borrow
significant amounts and will have to use a significant portion of its cash flows to service such
indebtedness, as a result of which the Company might not have sufficient funds to operate its
businesses in the manner it intends or has operated in the past; (iv) the levels of sales of the
Companys apparel, footwear and related products, both to its wholesale customers and in its retail
stores, the levels of sales of the Companys licensees at wholesale and retail, and the extent of
discounts and promotional pricing in which the Company and its licensees and other business
partners are required to engage, all of which can be affected by weather conditions, changes in the
economy, fuel prices, reductions in travel, fashion trends, consolidations, repositionings and
bankruptcies in the retail industries, repositionings of brands by the Companys licensors and
other factors; (v) the Companys plans and results of operations will be affected by the Companys
ability to manage its growth and inventory, including the Companys ability to continue to develop
and grow the Calvin Klein businesses in terms of revenue and profitability, and its ability to
realize benefits from Tommy Hilfiger, if the acquisition is consummated; (vi) the Companys
operations and results could be affected by quota restrictions and the imposition of safeguard
controls (which, among other things, could limit the Companys ability to produce products in
cost-effective countries that have the labor and technical expertise needed), the availability and
cost of raw materials, the Companys ability to adjust timely to changes in trade regulations and
the migration and development of manufacturers (which can affect where the Companys products can
best be produced), and civil conflict, war or terrorist acts, the threat of any of the foregoing,
or political and labor instability in any of the countries where the Companys or its licensees or
other business partners products are sold, produced or are planned to be sold or produced; (vii)
disease epidemics and health related concerns, which could result in closed factories, reduced
workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected
areas, as well as reduced consumer traffic and purchasing, as consumers limit or cease shopping in
order to avoid exposure or become ill; (viii) acquisitions and issues arising with acquisitions and
proposed transactions, including without limitation, the ability to integrate an acquired entity,
such as Tommy Hilfiger, into the Company with no substantial adverse affect on the acquired
entitys or the
Companys existing operations, employee relationships, vendor relationships,
customer relationships or financial performance; (ix) the failure of the Companys licensees to
market successfully licensed products or to preserve the value of the Companys brands, or their
misuse of the Companys brands and (x) other risks and uncertainties indicated from time to time in
the Companys filings with the Securities and Exchange Commission.
The Company does not undertake any obligation to update publicly any forward-looking statement,
including, without limitation, any estimate regarding revenue, earnings or cash flows, whether as a
result of the receipt of new information, future events or otherwise.