-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4/Bma3SY6DE8hvNQsni8dNr8vR9HzC1Q5Ykek8n9moTO6X4V6wPVpX4e9SKotGl MjVe+dN/9zJQLXT9jXIyLg== 0000889812-96-000686.txt : 19960619 0000889812-96-000686.hdr.sgml : 19960619 ACCESSION NUMBER: 0000889812-96-000686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960416 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960618 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS VAN HEUSEN CORP /DE/ CENTRAL INDEX KEY: 0000078239 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 131166910 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07572 FILM NUMBER: 96582219 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125415200 8-K 1 CURRENT REPORT 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) April 16, 1996 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) 1290 Avenue of the Americas, New York, New York 10104 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 541-5200 ITEM 5 OTHER EVENTS. On April 16, 1996, the Board of Directors of Phillips-Van Heusen Corporation (the "Corporation") authorized the extension, pursuant to Section 7(b) of the Rights Agreement, dated as of June 10, 1986, as heretofore amended (the "Rights Agreement"), between the Corporation and The Bank of New York, a New York banking corporation (the "Rights Agent"), of the rights issued thereunder for a successive ten year period, commencing from the initial expiration date of June 16, 1996. In accordance with Section 7(b) of the Rights Agreement, the Corporation, by letter dated June 5, 1996 (attached as Exhibit 1 hereto), notified the Rights Agent of the extension of the Rights Agreement. The Rights were initially registered with the Securities and Exchange Commission on Form 8-A, dated June 10, 1986 and declared effective by the Commission on June 18, 1986. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibits: 1. Letter to The Bank of New York, dated June 5, 1996, notifying the Bank of New York, as Rights Agent under the Rights Agreement, of the ten year extension of the rights pursuant to Section 7(b) of the Rights Agreement. 2 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 hereunto duly authorized. PHILLIPS-VAN HEUSEN CORPORATION By /s/ Pamela N. Hootkin ------------------------------ Name: Pamela N. Hootkin Title: Secretary Date: June 14, 1996 3 EXHIBIT INDEX Exhibit DESCRIPTION - ------- ----------- 1. Letter to The Bank of New York, dated June 5, 1996, notifying the Bank of New York, as Rights Agent under the Rights Agreement, of the ten year extension of the rights pursuant to Section 7(b) of the Rights Agreement. 4 EX-99.1 2 LETTER TO THE BANK OF NEW YORK RE: RIGHTS AGREEMENT Exhibit 1 Letter to The Bank of New York, dated June 5, 1996, notifying the Bank of New York, as Rights Agent under the Rights Agreement, of the ten year extension of the rights pursuant to Section 7(b) of the Rights Agreement. 5 [LETTERHEAD OF PHILLIPS-VAN HEUSEN CORPORATION] VIA OVERNIGHT MAIL June 5, 1996 The Bank of New York 101 Barclay Street 22nd Floor New York, NY 10286 Attention: Equity Tender and Exchange Department Re: Rights Agreement Dear Sirs: Reference is made to the Rights Agreement, dated as of June 10, 1986, as heretofore amended (the "Rights Agreement"), between Phillips-Van Heusen Corporation (the "Company") and The Bank of New York (the "Rights Agent"). In accordance with Section 7(b) of the Rights Agreement, the Company hereby notifies the Rights Agent of its determination, pursuant to the approval of the Company's Board of Directors (the "Board") on April 16, 1996 (a certified copy of the Board's resolutions is being enclosed herewith), to extend the rights issued thereunder for a period of ten years commencing with the original expiration date of June 16, 1996. Very truly yours, PHILLIPS-VAN HEUSEN CORPORATION By: /s/ Pamela N. Hootkin ----------------------------- Name: Pamela N. Hootkin Title: Vice President, Treasurer and Secretary PNH:fmy cc: Jason Pollack, Esq., Rosenman & Colin PHILLIPS-VAN HEUSEN CORPORATION SECRETARY'S CERTIFICATE I, Pamela N. Hootkin, being the duly elected, qualified and acting Secretary of PHILLIPS-VAN HEUSEN CORPORATION (the "Corporation"), a Delaware corporation, do hereby certify, solely in my capacity as an officer of the Corporation, as follows: 1. Attached hereto as Exhibit A is a true, complete and correct copy of the resolutions duly adopted by the Corporation's Board of Directors at the meeting of the Board of Directors held on April 16, 1996. Said resolutions are the only resolutions of said Board with respect to the subject matter thereof, have not been modified or rescinded since their adoption and are in full force and effect on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Corporation as of this 5th day of June 1996. /s/ Pamela N. Hootkin ---------------------------- Pamela N. Hootkin, Secretary EXHIBIT A Recitals and Resolutions of the Board of Directors WHEREAS, the rights (the "Rights") issued under the Rights Agreement (the "Rights Agreement"), dated as of June 10, 1986, as heretofore amended, between the Company and The Bank of New York (the "Rights Agent"), have an initial expiration date of June 16, 1996; and WHEREAS, the Board of Directors deems that it is in the best interests of the Company to extend the term of the Rights for a successive ten-year period; NOW, THEREFORE, it is RESOLVED, that pursuant to Section 7(b) of the Rights Agreement, the Company hereby extends the Rights for a successive ten-year period from the initial expiration date of June 16, 1996; RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized, empowered and directed to execute and deliver a letter to the Rights Agent, pursuant to Section 7(b) of the Rights Agreement, notifying the Rights Agent of the Company's decision to extend the Rights for a successive ten-year period from the initial expiration date of June 16, 1996; and RESOLVED, that each of the appropriate officers of the Company be, and each of them hereby is, authorized, empowered and directed to take all such further action and to execute, deliver, certify and file all such further instruments and documents, in the name and on behalf of the Company, under its corporate seal or otherwise, and to pay all such costs and expenses as such officers shall approve as necessary or advisable to carry out the intent and accomplish the purpose of the foregoing resolutions and the transactions contemplated thereby. -----END PRIVACY-ENHANCED MESSAGE-----