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

 

PHILLIPS-VAN HEUSEN CORPORATION

Delaware		13-1166910
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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.

Exhibit No.		Description
99.1		Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (earnings guidance).
99.2		Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (cash tender offers and consent solicitations).
99.3		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.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (earnings guidance).
99.2		Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (cash tender offers and consent solicitations).
99.3		Press Release issued by Phillips-Van Heusen Corporation, dated April 20, 2010 (equity and debt offerings).

EXHIBIT 99.1

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 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 Company’s 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 Company’s GAAP guidance, but excluded from the Company’s non-GAAP guidance.

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 year’s 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 year’s 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 year’s first quarter. The Company’s 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 Company’s 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 Company’s retail businesses projected to grow approximately 11%. The Company previously projected that comparable store sales for the Company’s 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 Company’s 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 Company’s wholesale and retail businesses is currently planned to grow between 4% and 5%. Comparable store sales for the Company’s retail businesses are currently projected to

grow approximately 4% to 5%. The Company previously projected that comparable store sales for the Company’s retail businesses would grow approximately 2% to 3%.

Impact of the Proposed Tommy Hilfiger Acquisition

It is currently anticipated that the Company’s 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:

•		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 Company’s restructuring initiatives announced in the fourth quarter of 2008, including the shutdown of the Company’s domestic production of machine-made neckwear, a realignment of the Company’s global sourcing organization, reductions in warehousing capacity, lease termination fees for the majority of the Company’s Calvin Klein specialty retail stores and other initiatives to reduce corporate and administrative expenses.
•		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.
•		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 Company’s restructuring and other costs at the Company’s normalized tax rate before discrete items.

Please see reconciliations of GAAP to non-GAAP amounts later in this release.

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 Company’s future revenue and earnings, plans, strategies, objectives, expectations and intentions, including, without limitation, statements relating to the Company’s 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 Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company’s 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 Company’s apparel, footwear and related products, both to its wholesale customers and in its retail stores, the levels of sales of the Company’s 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 Company’s licensors and other factors; (v) the Company’s plans and results of operations will be affected by the Company’s ability to manage its growth and inventory, including the Company’s 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 Company’s operations and results could be affected by quota restrictions and the imposition of safeguard controls (which, among other things, could limit the Company’s ability to produce products in cost-effective countries that have the labor and technical expertise needed), the availability and cost of raw materials, the Company’s ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where the Company’s 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 Company’s 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 entity’s or the Company’s existing operations, employee relationships, vendor relationships, customer relationships or financial performance; (ix) the failure of the Company’s licensees to market successfully licensed products or to preserve the value of the Company’s brands, or their misuse of the Company’s brands and (x) other risks and uncertainties indicated from time to time in the Company’s 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 Company’s Current Report on Form 8-K furnished to the SEC in connection with this release, which is available on the Company’s website at www.pvh.com and on the SEC’s 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.

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 Company’s Board of Directors and others. The Company’s 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 Company’s taxable restructuring and other costs at the Company’s normalized tax rate before discrete items.

		2009				2010
First Quarter Earnings Per Share		(Actual)				(Estimated)
GAAP earnings per share		$	0.48			$	0.11
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)						$	0.69
Per share impact of restructuring initiatives (pre-tax charges of $4.7 million, or $2.9 million after taxes of $1.8 million)		$	0.05
Earnings per share excluding the impact of above items		$	0.53			$	0.80

		2009				2010				%
Full Year Earnings Per Share		(Actual)				(Estimated)				Change
GAAP earnings per share		$	3.08			$	2.56 - $2.64				(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)						$	0.69
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)		$	(0.25	)
Earnings per share excluding the impact of above items		$	2.83			$	3.25 - $3.33				15% - 18	%

EXHIBIT 99.2

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 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 world’s largest apparel companies. It owns and markets the Calvin Klein brand worldwide. It is the world’s 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 Company’s future revenue, earnings and cash flows, plans, strategies, objectives, expectations and intentions, including,

without limitation, statements relating to the Company’s 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 Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company’s 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 Company’s apparel, footwear and related products, both to its wholesale customers and in its retail stores, the levels of sales of the Company’s 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 Company’s licensors and other factors; (v) the Company’s plans and results of operations will be affected by the Company’s ability to manage its growth and inventory, including the Company’s 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 Company’s operations and results could be affected by quota restrictions and the imposition of safeguard controls (which, among other things, could limit the Company’s ability to produce products in cost-effective countries that have the labor and technical expertise needed), the availability and cost of raw materials, the Company’s ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where the Company’s 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 Company’s 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 entity’s or the Company’s existing operations, employee relationships, vendor relationships, customer relationships or financial performance; (ix) the failure of the Company’s licensees to market successfully licensed products or to preserve the value of the Company’s brands, or their misuse of the Company’s brands and (x) other risks and uncertainties indicated from time to time in the Company’s 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.

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 company’s 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 PVH’s 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 PVH’s 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 world’s largest apparel companies. It owns and markets the Calvin Klein brand worldwide. It is the world’s 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 Company’s future revenue, earnings and cash flows, plans, strategies, objectives, expectations and intentions, including, without limitation, statements relating to the Company’s 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 Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company’s 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 Company’s apparel, footwear and related products, both to its wholesale customers and in its retail stores, the levels of sales of the Company’s 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 Company’s licensors and other factors; (v) the Company’s plans and results of operations will be affected by the Company’s ability to manage its growth and inventory, including the Company’s 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 Company’s operations and results could be affected by quota restrictions and the imposition of safeguard controls (which, among other things, could limit the Company’s ability to produce products in cost-effective countries that have the labor and technical expertise needed), the availability and cost of raw materials, the Company’s ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where the Company’s 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 Company’s 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 entity’s or the Company’s existing operations, employee relationships, vendor relationships, customer relationships or financial performance; (ix) the failure of the Company’s licensees to market successfully licensed products or to preserve the value of the Company’s brands, or their misuse of the Company’s brands and (x) other risks and uncertainties indicated from time to time in the Company’s 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.