-----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, Okbo3Hq58HNsFfpJzSN1ltOdeYNDH76vPV+iv9zQdespF0WH/BjGN2sMY2Uyhtj1 agro6PKTuzr88N0AOaSqwg== 0001005477-97-001735.txt : 19970627 0001005477-97-001735.hdr.sgml : 19970627 ACCESSION NUMBER: 0001005477-97-001735 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07572 FILM NUMBER: 97629960 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125415200 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1996 OR |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from __________ to __________ Commission file number 1-724 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates and Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Phillips-Van Heusen Corporation, 1290 Avenue of the Americas, New York, New York 10104 Financial Statements and Supplemental Schedules Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Years ended December 31, 1996 and 1995 with Report of Independent Auditors [Logo] ERNST & YOUNG LLP Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Financial Statements and Supplemental Schedules Years ended December 31, 1996 and 1995 Contents Report of Independent Auditors............................................. 1 Financial Statements Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995.............................................. 2 Statements of Changes in Net Assets Available for Plan Benefits for the Years ended December 31, 1996 and 1995.......................... 3 Notes to Financial Statements ............................................. 4 Supplemental Schedules AIP Master Trust Assets Held for Investment as of December 31, 1996........ 13 AIP Master Trust Reportable Transactions for the Year Ended December 31, 1996............................................ 14 [Letterhead of Ernst & Young LLP] Report of Independent Auditors Administrative Committee of the Plan Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates New York, New York We have audited the accompanying statements of net assets available for plan benefits of the Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates (the "Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental Schedule of AIP Master Trust Assets Held for Investment as of December 31, 1996 and AIP Master Trust Reportable Transactions for the year then ended, are presented for the purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ Ernst & Young LLP New York, New York June 13, 1997 1 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Statements of Net Assets Available for Plan Benefits December 31 1996 1995 -------------------------- Assets Investments, at fair value (Notes A and F): Shares of registered investment companies: Equity Fund $ 8,328,323 $ 5,357,886 Bond Fund 1,514,892 1,416,606 Balanced Fund 4,969,298 3,718,654 International Fund 2,032,940 1,306,130 Common Stock--Employer Company 14,798,535 10,688,286 Common trust fund* 4,242,876 5,223,143 Participant loans receivable 778,391 652,036 --------------------------- Total investments 36,665,255 28,362,741 Liabilities -- -- --------------------------- Net assets available for plan benefits $36,665,255 $28,362,741 =========================== * Consists of the Money Market Fund. See notes to financial statements. 2 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31 1996 1995 --------------------------------------- Additions Net transfer from the PVH Associates Investment Plan for Hourly Associates $ 210,184 $ -- Contributions: Employer Company, net of forfeitures 1,589,047 1,981,571 Participants 4,189,780 4,103,309 --------------------------------------- 5,778,827 6,084,880 Interest and investment income 1,025,344 799,137 --------------------------------------- 7,014,355 6,884,017 Deductions Net transfers to PVH Associates Investment Plan for Hourly Associates -- 2,410,664 Payments to participants 5,050,131 2,049,064 --------------------------------------- 5,050,131 4,459,728 Net realized and unrealized appreciation (depreciation) of investments (Note F) 6,338,290 (4,074,948) --------------------------------------- Net increase (decrease) 8,302,514 (1,650,659) Net assets available for plan benefits at beginning of year 28,362,741 30,013,400 --------------------------------------- Net assets available for plan benefits at end of year $ 36,665,255 $ 28,362,741 =======================================
See notes to financial statements. 3 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements December 31, 1996 A. Description of the Plan The following description of the Phillips-Van Heusen Corporation (the "Company") Associates Investment Plan for Salaried Associates (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Plan Amendments On July 1, 1995, the Plan was amended to include new investment elections and to dissolve the Stock Index Fund into the remaining funds. The amendment also increased the participant contribution percentage limit and added a loan feature. General The Plan is a defined contribution plan covering salaried clerical employees of the Company who have at least one year of service (1,000 hours in a year) and are age twenty-one or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions Each year, participants may contribute up to 15% of pretax annual compensation, as defined by the Plan. The Company contributes 50% of the first 6% of base compensation that a participant contributes to the Plan. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. One hundred percent of the Company contributions are automatically invested in the common stock of the Company. Participants age fifty-five or older may direct the Company contribution into any of the Plan's investment options. 4 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) A. Description of the Plan (continued) Vesting Amounts attributable to Company contributions become vested on the participant's sixty-fifth birthday or if the participant's employment by the Company terminates by reason of the participant's death or permanent disability or the participant has completed five years of service with the Company. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 5% increments into any of the six investment options. A participant may contribute a maximum of 25% of employee contributions into the Phillips-Van Heusen Corporation Common Stock Fund. Phillips-Van Heusen Corporation Common Stock Fund: Funds are invested by the trustee in common shares of the Company. Common shares of the Company are purchased by the trustee in the open market. Money Market Fund: Funds are invested by the trustee in short-term obligations and money market instruments. Equity Fund: Funds are invested in shares of a registered investment company that invests primarily in common stock (Fidelity Growth and Income Portfolio). Bond Fund: Funds are invested in shares of a registered investment company that invests in corporate bonds and U.S. government securities (Fidelity Intermediate Bond Fund). Balanced Fund: Funds are invested in shares of a registered investment company that invests in common stock, preferred stocks and bonds (Fidelity Puritan Fund). 5 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) A. Description of the Plan (continued) International Fund: Funds are invested in shares of a registered investment company that invests in common stocks and bonds of companies and governments outside the United States (Templeton Foreign Fund). Participant Loans Receivable Effective July 1, 1995, participants may borrow from the Plan, with certain restrictions, using their vested account balance as collateral. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of (i) $50,000 reduced by the participant's highest outstanding loan balance during the previous twelve months or (ii) 50% of the vested value of the participant's account. Interest is fixed for the term of the loan at the prime rate as of the first business day of the month of application as published in the Wall Street Journal, plus 1%. Loan repayments are made through payroll deductions which may be specified for a term of 1 to 5 years or up to 15 years for the purchase of a primary residence. Payment of Benefits Participants entitled to final distributions generally will receive payment in the form of a lump sum amount equal to the value of their vested account. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 6 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) B. Significant Accounting Policies The accounting records of the Plan are maintained on the accrual basis, except for payments to participants which the Plan accounts for on the cash basis. Accordingly, the Plan's statements of net assets available for plan benefits do not reflect amounts payable to terminated, retired or other participants as a liability. In accordance with the Rules and Regulations of the Department of Labor, investments are included in the accompanying financial statements at market value as determined by quoted market price or at fair value as determined by Chase Manhattan Bank for the applicable Chase investment funds. Purchase and sales of securities are reflected on a trade date basis. Substantially all administrative expenses are paid by the Company. All assets of the Plan are held by the trustee, Chase Manhattan Bank, in the Company's Associates Investment Plan Master Trust ("AIP Master Trust") and are segregated from the assets of the Company. The Plan shares in AIP Master Trust interest and investment income based upon its participants' shares of AIP Master Trust net assets available for plan benefits. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. C. Transactions with Parties-in-Interest During the years ended December 31, 1996 and 1995, the AIP Master Trust purchased 101,653 and 226,108 shares, respectively, of the Company's common stock and received $203,852 and $298,851, respectively, from the Company as payment of dividends on its common stock. The AIP Master Trust also sold 143,919 and 443,656 shares of the Company's common stock during the years ended December 31, 1996 and 1995, respectively 7 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) D. Changes in AIP Master Trust Net Assets by Fund Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 1996 were as follows:
Phillips-Van Heusen Corp. Money Common Stock Market Bond Balanced Equity International Loan Fund Fund Fund Fund Fund Fund Fund --------------------------------------------------------------------------------------------- Net assets at beginning of year $ 14,625,212 $ 8,498,272 $ 1,657,989 $ 4,302,940 $ 6,120,414 $ 1,440,828 $717,488 Interest and investment income 222,115 381,788 117,857 280,456 223,028 63,686 -- Contributions received: Employer Company, net of forfeitures 1,953,035 (32,080) (345) 684 (2,348) (3,277) -- Employees 433,614 811,506 391,239 1,146,084 1,746,932 521,595 -- Net realized and unrealized appreciation (depreciation) 6,089,124 -- (51,827) 452,720 1,230,887 246,777 -- Loans to participants, net of repayments (100,185) (49,585) 290 (42,997) (39,962) (19,889) 252,328 Payments to participants (3,133,303) (2,001,608) (244,452) (594,927) (764,535) (205,799) -- Transfers (to) from other accounts (477,019) (728,934) (52,286) 205,503 870,537 182,199 -- --------------------------------------------------------------------------------------------- Net assets at end of year $ 19,612,593 $ 6,879,359 $ 1,818,465 $ 5,750,463 $ 9,384,953 $ 2,226,120 $969,816 ============================================================================================= Plan's beneficial interest at 12/31/96 $ 14,798,535 $ 4,242,876 $ 1,514,892 $ 4,969,298 $ 8,328,323 $ 2,032,940 $778,391 =============================================================================================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic Liquidity Funds. 8 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) D. Changes in AIP Master Trust Net Assets by Fund (continued) Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 1995 were as follows:
Phillips-Van Heusen Corp. Money Stock Common Stock Market Index Bond Fund Fund Fund Fund -------------------------------------------------------------------- Net assets at beginning of year $ 24,889,276 $ 7,181,636 $ 7,603,808 Interest and investment income 258,386 509,408 116,968 $ 41,927 Contributions received: Employer Company, net of forfeitures 2,349,930 180,822 244,807 (259) Employees 2,311,251 956,599 537,338 235,349 Net realized and unrealized appreciation (depreciation) (8,305,792) -- 1,408,254 18,787 Loans to participants, net of repayments (284,434) (139,857) -- (28,241) Payments to participants (3,407,543) (1,587,240) (645,205) (6,938) Transfers (to) from other accounts (3,185,862) 1,396,904 (9,265,970) 1,397,364 -------------------------------------------------------------------- Net assets at end of year $ 14,625,212 $ 8,498,272 $ -- $ 1,657,989 ==================================================================== Plan's beneficial interest at 12/31/95 $ 10,688,286 $ 5,223,143 $ -- $ 1,416,606 ==================================================================== Balanced Equity International Loan Fund Fund Fund Fund --------------------------------------------------------------- Net assets at beginning of year Interest and investment income $ 97,653 $ 152,964 $ 46,381 $ -- Contributions received: Employer Company, net of forfeitures 857 (108) (324) -- Employees 583,942 834,762 274,684 -- Net realized and unrealized appreciation (depreciation) 152,961 520,515 (34,528) -- Loans to participants, net of repayments (62,562) (180,625) (21,769) 717,488 Payments to participants (66,120) (46,311) (45,754) -- Transfers (to) from other accounts 3,596,209 4,839,217 1,222,138 -- --------------------------------------------------------------- Net assets at end of year $ 4,302,940 $ 6,120,414 $ 1,440,828 $717,488 =============================================================== Plan's beneficial interest at 12/31/95 $ 3,718,654 $ 5,357,886 $ 1,306,130 $652,036 ===============================================================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic Liquidity Funds. 9 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) E. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code ("IRC") and therefore its related trust is tax-exempt under Section 501(a) of the IRC. The Plan's most recent determination letter is dated April 27, 1995. The Administrative Committee of the Plan is not aware of any course of action, amendments subsequent to the most recent determination letter or series of events that have occurred that might adversely affect the qualified status of the Plan. F. Assets of the Plan Assets of the Plan are included in the assets of the AIP Master Trust held by The Chase Manhattan Bank, N.A. The assets of the AIP Master Trust are presented in the following table. Investments that represent 5% or more of the AIP Master Trust's total net assets are identified by an asterisk.
December 31 1996 1995 -------------------------- Investments at Fair Value as Determined by Quoted Market Price: Shares of registered investment companies: Fidelity Growth & Income Portfolio, 305,400 and 226,232 shares, respectively * $ 9,384,931 $ 6,119,575 Fidelity Intermediate Bond Fund, 180,402 and 159,268 shares, respectively 1,818,454 1,657,981 Fidelity Puritan Fund, 333,553 and 252,964 shares, respectively * 5,750,449 4,302,912 Templeton Foreign Fund, 214,876 and 156,952 shares, respectively * 2,226,115 1,440,819 Phillips-Van Heusen Corp. Common Stock, 1,359,381 and 1,401,647 shares, respectively* 19,541,102 13,841,264 Investments at Estimated Fair Value: Common trust fund* 6,950,902 9,283,104 Promissory notes (participant loans) 969,816 717,488 -------------------------- Total net assets $46,641,769 $37,363,143 ========================== Plan's beneficial interest $36,665,255 $28,362,741 ==========================
10 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) F. Assets of the Plan (continued) During the years ended December 31, 1996 and 1995, net appreciation (depreciation) of the AIP Master Trust's investments was $7,967,681 and $(6,239,803), respectively, as follows:
1996 1995 --------------------------- Fair Value of Assets Determined by Quoted Market Price: Phillips-Van Heusen Corp. Common Stock $ 6,089,124 $(8,305,792) Fidelity Growth & Income Portfolio 1,230,887 520,515 Fidelity Intermediate Bond Fund (51,827) 18,787 Fidelity Puritan Fund 452,720 152,961 Templeton Foreign Fund 246,777 (34,528) --------------------------- 7,967,681 (7,648,057) Fair Value Estimated by Trustee: Common trust fund -- 1,408,254 --------------------------- Net appreciation (depreciation) in fair value $ 7,967,681 $(6,239,803) =========================== Plan's beneficial interest $ 6,338,290 $(4,074,948) ===========================
G. Differences Between Plan Financial Statements and Form 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
December 31 1996 ------------- Net assets available for plan benefits per the financial statements $ 36,665,255 Amounts allocated to withdrawn participants at December 31, 1996 (856,171) ------------ Net assets available for plan benefits per the Form 5500 $ 35,809,084 ============
11 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) G. Differences Between Plan Financial Statements and Form 5500 (continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended December 31 1996 ------------ Benefits paid to participants per the financial statements $ 5,050,131 Add: Amounts allocated to withdrawn participants at December 31, 1996 856,171 Less: Amounts allocated to withdrawn participants at December 31, 1995 (1,063,868) ----------- Benefits paid to participants per the Form 5500 $ 4,842,434 ===========
Amounts allocated to withdrawn participants on the Form 5500 represent benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 12 Supplemental Schedules Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates AIP Master Trust Assets Held for Investment December 31, 1996
Market Identity of Issuer Description Cost Value - ------------------------------------------------------------------------------------------------ Fidelity Growth & Income Portfolio 305,400 shares $ 7,932,002 $ 9,384,931 Fidelity Intermediate Bond Fund 180,402 shares 1,851,305 1,818,454 Fidelity Puritan Fund 333,553 shares 5,576,169 5,750,449 Templeton Foreign Fund 214,876 shares 2,084,073 2,226,115 Chase Manhattan Bank--Domestic Liquidity Fund 6,950,902 shares 6,950,902 6,950,902 Phillips-Van Heusen Corporation Common Stock* 1,359,381 shares 17,202,025 19,541,102 Promissory Notes Participant loans 969,816 969,816 -------------------------- $42,566,292 $46,641,769 ==========================
* Party-in-interest investment (Note C). 13 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates AIP Master Trust Reportable Transactions Year ended December 31, 1996
Purchase Selling Cost of Net Gain Number of Party Involved Description Price Price Assets Sold or (Loss) Transactions - ----------------------------------------------------------------------------------------------------------------------------------- Category (iii)--Series of transactions in excess of 5% of plan assets: Chase Manhattan Bank, N.A CMB--Domestic Liquidity Fund $5,756,812 $8,089,014 $8,089,014 $ -- 292 Chase Manhattan Bank, N.A Fidelity Growth & Income Portfolio 2,346,385 311,916 74,358 237,558 43 Chase Manhattan Bank, N.A Fidelity Puritan Fund 1,509,469 514,652 138,944 375,708 41 Chase Manhattan Bank, N.A Phillips-Van Heusen Corp. Common Stock 1,207,548 1,596,834 1,571,130 25,704 208
There were no category (i), (ii) or (iv) reportable transactions for the year ended December 31, 1996. 14 Financial Statements and Supplemental Schedules Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Years ended December 31, 1996 and 1995 with Report of Independent Auditors [LOGO] ERNST & YOUNG LLP Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Financial Statements and Supplemental Schedules Years ended December 31, 1996 and 1995 Contents Report of Independent Auditors............................................ 1 Financial Statements Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995............................................. 2 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1996 and 1995......................... 3 Notes to Financial Statements ............................................ 4 Supplemental Schedules AIP Master Trust Assets Held for Investment as of December 31, 1996....... 13 AIP Master Trust Reportable Transactions for the Year ended December 31, 1996...................................................... 14 [Letterhead Ernst & Young LLP] Report of Independent Auditors Administrative Committee of the Plan Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates New York, New York We have audited the accompanying statements of net assets available for plan benefits of the Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates (the "Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental Schedule of AIP Master Trust Assets Held for Investment as of December 31, 1996 and AIP Master Trust Reportable Transactions for the year then ended are presented for the purpose of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ernst & Young LLP New York, New York June 13, 1997 1 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Statements of Net Assets Available for Plan Benefits December 31 1996 1995 -------------------------- Assets Investments, at fair value (Notes A and F): Shares of registered investment companies: Equity Fund $1,008,380 $ 732,247 Bond Fund 275,456 225,553 Balanced Fund 725,489 538,901 International Fund 175,227 124,544 Common Stock--Employer Company 4,474,122 3,699,303 Common trust fund* 2,528,399 3,158,299 Participant loans receivable 178,488 58,552 -------------------------- Total investments 9,365,561 8,537,399 Liabilities -- -- -------------------------- Net assets available for plan benefits $9,365,561 $8,537,399 ========================== * Consists of the Money Market Fund. See notes to financial statements. 2 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31 1996 1995 ------------------------- Additions Net Transfer from the PVH Associates Investment Plan for Salaried Associates $ -- $ 2,410,664 Contributions: Employer Company, net of forfeitures 280,071 527,735 Participants 738,451 1,092,799 ------------------------- 1,018,522 1,620,534 Interest and investment income 244,897 402,426 ------------------------- 1,263,419 4,433,624 Deductions Net transfer to the PVH Associates Investment Plan for Salaried Associates 210,184 -- Payments to participants 1,738,933 3,712,868 ------------------------- 1,949,117 3,712,868 Net realized and unrealized appreciation (depreciation) of investments (Note F) 1,513,860 (2,052,044) ------------------------- Net increase (decrease) 828,162 (1,331,288) Net assets available for plan benefits at beginning of year 8,537,399 9,868,687 ========================= Net assets available for plan benefits at end of year $9,365,561 $ 8,537,399 =========================
See notes to financial statements. 3 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements December 31, 1996 A. Description of the Plan The following description of the Phillips-Van Heusen Corporation (the "Company") Associates Investment Plan for Hourly Associates (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Plan Amendments On July 1, 1995, the Plan was amended to include new investment elections and to dissolve the Stock Index Fund into the remaining funds. The amendment also increased the participant contribution percentage limit and added a loan feature. General The Plan is a defined contribution plan covering hourly production and retail field employees of the Company who have at least one year of service (1,000 hours in a year) and are age twenty-one or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions Each year, participants may contribute up to 15% of pretax annual compensation, as defined by the Plan. The Company contributes 50% of the first 6% of base compensation that a participant contributes to the Plan. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. One hundred percent of the Company contributions are automatically invested in the common stock of the Company. Participants age fifty-five or older may direct the Company contribution into any of the Plan's investment options. 4 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) A. Description of the Plan (continued) Vesting Amounts attributable to Company contributions become vested on the participant's sixty-fifth birthday or if the participant's employment by the Company terminates by reason of the participant's death or permanent disability or the participant has completed five years of service with the Company. Investment Options Upon enrollment in the Plan, a participant may direct employee contributions in 5% increments into any of the six investment options. A participant may contribute a maximum of 25% of employee contributions into the Phillips-Van Heusen Corporation Common Stock Fund. Phillips-Van Heusen Corporation Common Stock Fund: Funds are invested by the trustee in common shares of the Company. Common shares of the Company are purchased by the trustee in the open market. Money Market Fund: Funds are invested by the trustee in short-term obligations and money market instruments. Equity Fund: Funds are invested in shares of a registered investment company that invests primarily in common stocks (Fidelity Growth & Income Portfolio). Bond Fund: Funds are invested in shares of a registered investment company that invests in corporate bonds and U.S. government securities (Fidelity Intermediate Bond Fund). Balanced Fund: Funds are invested in shares of a registered investment company that invests in common stocks, preferred stocks and bonds (Fidelity Puritan Fund). International Fund: Funds are invested in shares of a registered investment company that invests in common stocks and bonds of companies and governments outside the United States (Templeton Foreign Fund). 5 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) A. Description of the Plan (continued) Participant Loans Receivable Effective July 1, 1995, participants may borrow from the Plan, with certain restrictions, using their vested account balance as collateral. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of (i) $50,000 reduced by the participant's highest outstanding loan balance during the previous twelve months or (ii) 50% of the vested value of the participant's account. Interest is fixed for the term of the loan at the prime rate as of the first business day of the month of application as published in the Wall Street Journal, plus 1%. Loan repayments are made through payroll deductions which may be specified for a term of 1 to 5 years or up to 15 years for the purchase of a primary residence. Payment of Benefits Participants entitled to final distributions generally will receive payment in the form of a lump sum amount equal to the value of their vested account. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. B. Significant Accounting Policies The accounting records of the Plan are maintained on the accrual basis, except for payments to participants which the Plan accounts for on the cash basis. Accordingly, the Plan's statements of net assets available for plan benefits do not reflect amounts payable to terminated, retired or other participants as a liability. In accordance with the Rules and Regulations of the Department of Labor, investments are included in the accompanying financial statements at market value as determined by quoted market prices or at fair value as determined by Chase Manhattan Bank for the applicable Chase investment funds. Purchases and sales of securities are reflected on a trade date basis. Substantially all administrative expenses are paid by the Company. 6 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) B. Significant Accounting Policies (continued) All assets of the Plan are held by the trustee, Chase Manhattan Bank, in the Company's Associates Investment Plan Master Trust ("AIP Master Trust") and are segregated from the assets of the Company. The Plan shares in AIP Master Trust interest and investment income based upon its participants' shares of AIP Master Trust net assets available for plan benefits. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. C. Transactions with Parties-in-Interest During the year ended December 31, 1996 and 1995, the AIP Master Trust purchased 101,653 and 226,108 shares, respectively, of the Company's common stock and received $203,852 and $298,851, respectively, from the Company as payment of dividends on its common stock. The AIP Master Trust also sold 143,919 and 443,656 shares of the Company's common stock during the years ended December 31, 1996 and 1995, respectively. 7 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) D. Changes in AIP Master Trust Net Assets by Fund Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 1996 were as follows:
Phillips-Van Heusen Corp. Money Common Stock Market Bond Balanced Equity Fund Fund Fund Fund Fund ----------------------------------------------------------------------------- Net assets at beginning of year $ 14,625,212 $ 8,498,272 $ 1,657,989 $ 4,302,940 $ 6,120,414 Interest and investment income 222,115 381,788 117,857 280,456 223,028 Contributions received: Employer Company, net of forfeitures 1,953,035 (32,080) (345) 684 (2,348) Employees 433,614 811,506 391,239 1,146,084 1,746,932 Net realized and unrealized appreciation (depreciation) 6,089,124 -- (51,827) 452,720 1,230,887 Loans to participants, net of repayments (100,185) (49,585) 290 (42,997) (39,962) Payments to participants (3,133,303) (2,001,608) (244,452) (594,927) (764,535) Transfers (to) from other accounts (477,019) (728,934) (52,286) 205,503 870,537 ----------------------------------------------------------------------------- Net assets at end of year $ 19,612,593 $ 6,879,359 $ 1,818,465 $ 5,750,463 $ 9,384,953 ============================================================================= Plan's beneficial interest at 12/31/96 $ 4,474,122 $ 2,528,399 $ 275,456 $ 725,489 $ 1,008,380 =============================================================================
International Loan Fund Fund ------------------------- Net assets at beginning of year $ 1,440,828 $717,488 Interest and investment income 63,686 -- Contributions received: Employer Company, net of forfeitures (3,277) -- Employees 521,595 -- Net realized and unrealized appreciation (depreciation) 246,777 -- Loans to participants, net of repayments (19,889) 252,328 Payments to participants (205,799) -- Transfers (to) from other accounts 182,199 -- ------------------------- Net assets at end of year $ 2,226,120 $969,816 ========================= Plan's beneficial interest at 12/31/96 $ 175,227 $178,488 ========================= Note: Certain funds above include investments in Chase Manhattan Bank Domestic Liquidity Funds. 8 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) D. Changes in AIP Master Trust Net Assets by Fund Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 1995 were as follows:
Phillips-Van Heusen Corp. Money Stock Common Stock Market Index Bond Balanced Fund Fund Fund Fund Fund ----------------------------------------------------------------------------- Net assets at beginning of year $ 24,889,276 $ 7,181,636 $ 7,603,808 Interest and investment income 258,386 509,408 116,968 $ 41,927 $ 97,653 Contributions received: Employer Company, net of forfeitures 2,349,930 180,822 244,807 (259) 857 Employees 2,311,251 956,599 537,338 235,349 583,942 Net realized and unrealized appreciation (depreciation) (8,305,792) -- 1,408,254 18,787 152,961 Loans to participants, net of repayments (284,434) (139,857) -- (28,241) (62,562) Payments to participants (3,407,543) (1,587,240) (645,205) (6,938) (66,120) Transfers (to) from other accounts (3,185,862) 1,396,904 (9,265,970) 1,397,364 3,596,209 ----------------------------------------------------------------------------- Net assets at end of year $ 14,625,212 $ 8,498,272 $ -- $ 1,657,989 $ 4,302,940 ============================================================================= Plan's beneficial interest at 12/31/95 $ 3,699,303 $ 3,158,299 $ -- $ 225,553 $ 538,901 ============================================================================= Equity International Loan Fund Fund Fund ---------------------------------------- Net assets at beginning of year Interest and investment income $ 152,964 $ 46,381 -- Contributions received: Employer Company, net of forfeitures (108) (324) -- Employees 834,762 274,684 -- Net realized and unrealized appreciation (depreciation) 520,515 (34,528) -- Loans to participants, net of repayments (180,625) (21,769) $717,488 Payments to participants (46,311) (45,754) -- Transfers (to) from other accounts 4,839,217 1,222,138 -- ---------------------------------------- Net assets at end of year $ 6,120,414 $ 1,440,828 $717,488 ======================================== Plan's beneficial interest at 12/31/95 $ 732,247 $ 124,544 $ 58,552 ========================================
Note: Certain funds above include investments in Chase Manhattan Bank Domestic Liquidity Funds. 9 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) E. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code ("IRC") and therefore its related trust is tax-exempt under Section 501(a) of the IRC. The Plan's most recent determination letter is dated April 27, 1995. The Administrative Committee of the Plan is not aware of any course of action, amendments subsequent to the most recent determination letter or series of events that have occurred that might adversely affect the qualified status of the Plan. F. Assets of the Plan Assets of the Plan are included in the assets of the AIP Master Trust held by The Chase Manhattan Bank, N.A. The assets of the AIP Master Trust are presented in the following table. Investments that represent 5% or more of the AIP Master Trust's total net assets are identified by an asterisk.
December 31 1996 1995 -------------------------- Investments at Fair Value as Determined by Quoted Market Price: Shares of registered investment companies: Fidelity Growth & Income Portfolio, 305,400 and 226,232 shares, respectively * $ 9,384,931 $ 6,119,575 Fidelity Intermediate Bond Fund, 180,402 and 159,268 share, respectively 1,818,454 1,657,981 Fidelity Puritan Fund, 333,553 and 252,964 shares, respectively * 5,750,449 4,302,912 Templeton Foreign Fund, 214,876 and 156,952 shares, respectively * 2,226,115 1,440,819 Phillips-Van Heusen Corp. Common Stock, 1,359,381 and 1,401,647 shares, respectively * 19,541,102 13,841,264 Investments at Estimated Fair Value: Common trust fund * 6,950,902 9,283,104 Promissory notes (participant loans) 969,816 717,488 -------------------------- Total net assets $46,461,769 $37,363,143 ========================== Plan's beneficial interest $ 9,365,561 $ 8,537,399 ==========================
10 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) F. Assets of the Plan (continued) During the years ended December 31, 1996 and 1995, net appreciation (depreciation) of the AIP Master Trust's investments was $7,967,681 and $(6,239,803), respectively, as follows: 1996 1995 --------------------------- Fair value of Assets Determined by Quoted Market Price: Phillips-Van Heusen Corp. Common Stock $ 6,089,124 $(8,305,792) Fidelity Growth & Income Portfolio 1,230,887 520,515 Fidelity Intermediate Bond Fund (51,827) 18,787 Fidelity Puritan Fund 452,720 152,961 Templeton Foreign Fund 246,777 (34,528) --------------------------- 7,967,681 (7,648,057) Fair Value Estimated by Trustee: Common trust fund -- 1,408,254 --------------------------- Net appreciation (depreciation) in fair value $ 7,967,681 $(6,239,803) =========================== Plan's beneficial interest $ 1,513,860 $(2,052,044) =========================== G. Differences Between Plan Financial Statements and Form 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: December 31 1996 ----------- Net assets available for plan benefits per the financial statements $ 9,365,561 Amounts allocated to withdrawn participants at December 31, 1996 (294,809) ----------- Net assets available for plan benefits per the Form 5500 $ 9,070,752 =========== 11 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) G. Differences Between Plan Financial Statements and Form 5500 (continued) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31 1996 ----------- Benefits paid to participants per the financial statements $ 1,738,933 Add: Amounts allocated to withdrawn participants at December 31, 1996 294,809 Less: Amounts allocated to withdrawn participants at December 31, 1995 (1,485,459) ----------- Benefits paid to participants per the Form 5500 $ 548,283 =========== Amounts allocated to withdrawn participants on the Form 5500 represent benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 12 Supplemental Schedules Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates AIP Master Trust Assets Held for Investment December 31, 1996
Market Identity of Issuer Description Cost Value - ------------------------------------------------------------------------------------------- Fidelity Growth & Income Portfolio 305,400 shares $ 7,932,002 $ 9,384,931 Fidelity Intermediate Bond Fund 180,402 shares 1,851,305 1,818,454 Fidelity Puritan Fund 333,553 shares 5,576,169 5,750,449 Templeton Foreign Fund 214,876 shares 2,084,073 2,226,115 Chase Manhattan Bank--Domestic Liquidity Fund 6,950,902 shares 6,950,902 6,950,902 Phillips-Van Heusen Corporation Common Stock* 1,359,381 shares 17,202,025 19,541,102 Promissory Notes Participant loans 969,816 969,816 -------------------------- $42,566,292 $46,641,769 ==========================
13 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates AIP Master Trust Reportable Transactions Year ended December 31, 1996
Purchase Selling Cost of Net Gain Number of Party Involved Description Price Price Assets Sold or (Loss) Transactions - ----------------------------------------------------------------------------------------------------------------------------------- Category (iii)--Series of transactions in excess of 5% of plan assets: Chase Manhattan Bank, N.A. CMB--Domestic Liquidity Fund $5,756,812 $8,089,014 $8,089,014 $ -- 292 Chase Manhattan Bank, N.A. Fidelity Growth & Income Portfolio 2,346,385 311,916 74,358 237,558 43 Chase Manhattan Bank, N.A. Fidelity Puritan Fund 1,509,469 514,652 138,944 375,708 41 Chase Manhattan Bank, N.A. Phillips-Van Heusen Corp. Common Stock 1,207,548 1,596,834 1,571,130 25,704 208
There were no category (i), (ii) or (iv) reportable transactions for the year ended December 31, 1996. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PHILLIPS-VAN HEUSEN CORPORATION ASSOCIATES INVESTMENT PLANS Date: June 24, 1997 By /s/ Pamela N. Hootkin ---------------------------- Pamela N. Hootkin, Member of Administrative Committee EX-23 2 CONSENTS OF EXPERTS AND COUNSEL [Letterhead of Ernst & Young LLP] Consent of Independent Accountants We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Associates Investment Plan for Salaried Associates and the Associates Investment Plan for Hourly Associates, of the Phillips-Van Heusen Corporation, of our reports dated June 13, 1997, with respect to the financial statements and supplemental schedules of the above mentioned plans included in this Annual Report (Form 11K) for the year ended December 31, 1996. /s/ Ernst & Young LLP New York, New York June 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----