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
Date of Report (Date of earliest event reported) September 17, 2002
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-724 13-1166910
(Commission File Number) (IRS Employer Identification Number)
200 Madison Avenue, New York, New York 10016
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (212) 381-3500
ITEM 7(c). EXHIBITS
99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, dated September 17, 2002.
99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, dated September 17, 2002.
99.3 Certification of Bruce J. Klatsky, Chairman and Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, dated September 17, 2002.
99.4 Certification of Emanuel Chirico, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes- Oxley Act, 18 U.S.C. Section 1350, dated September 17, 2002.
ITEM 9. REGULATION FD DISCLOSURE
On September 17, 2002, the principal executive officer, Bruce J. Klatsky, and principal financial officer, Emanuel Chirico, of Phillips-Van Heusen Corporation each filed with the Securities and Exchange Commission a sworn statement pursuant to Commission Order No. 4- 460.
In addition, on September 17, 2002, the Company filed with the Commission its Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2002. The Report included the certifications required to be made by Messrs. Klatsky and Chirico under Item 307 of Regulation S-K pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and is accompanied by the certifications by Messrs. Klatsky and Chirico required pursuant to Section 906 of the Sarbanes-Oxley Act.
Copies of the sworn statements filed pursuant to Commission Order No. 4-460 and the certifications provided pursuant to Section 906 of the Sarbanes-Oxley Act are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
By: /s/ Mark D. Fischer
Name: Mark D. Fischer
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
|
Exhibit |
Description |
|
99.1 |
Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, dated September 17, 2002. |
|
99.2 |
Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, dated September 17, 2002. |
|
99.3 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, dated September 17, 2002. |
|
99.4 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act, 18 U.S.C. Section 1350, dated September 17, 2002. |
EXHIBIT 99.1
Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Bruce J. Klatsky, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Phillips-Van Heusen Corporation, and, except as corrected or supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- Annual Report on Form 10-K for the fiscal year ended February 3, 2002 of Phillips-Van Heusen Corporation;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Phillips-Van Heusen Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
|
/s/ Bruce J. Klatsky |
Subscribed and sworn to |
|
Bruce J. Klatsky |
before me this 17th day of |
|
Principal Executive Officer |
September 2002. |
|
September 17, 2002 |
/s/ Mark D. Fischer
Notary Public
My Commission Expires: March 21, 2006
EXHIBIT 99.2
Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Emanuel Chirico, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Phillips-Van Heusen Corporation, and, except as corrected or supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- Annual Report on Form 10-K for the fiscal year ended February 3, 2002 of Phillips-Van Heusen Corporation;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Phillips-Van Heusen Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
|
/s/ Emanuel Chirico |
Subscribed and sworn to |
|
Emanuel Chirico |
before me this 17th day of |
|
Principal Financial Officer |
September 2002. |
September 17, 2002
/s/ Mark D. Fischer
Notary Public
My Commission Expires: March 21, 2006
EXHIBIT 99.3
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002,
18 U.S.C. SECTION 1350
I, Bruce J. Klatsky, Chairman and Chief Executive Officer of Phillips-Van Heusen Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2002 (the "Periodic Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and
(2) the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: September 17, 2002 |
/s/ Bruce J. Klatsky |
Bruce J. Klatsky
Chairman and Chief
Executive Officer
EXHIBIT 99.4
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002,
18 U.S.C. SECTION 1350
I, Emanuel Chirico, Executive Vice President and Chief Financial Officer of Phillips-Van Heusen Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2002 (the "Periodic Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and
(2) the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: September 17, 2002 |
/s/ Emanuel Chirico |
Emanuel Chirico
Executive Vice President and
Chief Financial Officer