-----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, KgPEYI47Kv4noeI41Ka0atFl7KOoUbAl6wapelQ7Q0wgvH7Ho0LB+z1qtxR5T36T 7nKd1yPYx8Qq3pX0+SqTrw== 0001005477-98-002086.txt : 19980630 0001005477-98-002086.hdr.sgml : 19980630 ACCESSION NUMBER: 0001005477-98-002086 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-07572 FILM NUMBER: 98656475 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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1997 ------------------------------------------------------ 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: PVH Associates Investment Plan for Hourly Associates and PVH Associates Investment Plan for Salaried 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 SIGNATURES The Plan. 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 26, 1998 By /s/ Pamela N. Hootkin ---------------------------- Pamela N. Hootkin, Member of Administrative Committee Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Financial Statements and Supplemental Schedules Years ended December 31, 1997 and 1996 Contents Report of Independent Auditors.............................................. F-2 Financial Statements Statements of Net Assets Available for Plan Benefits........................ F-3 Statements of Changes in Net Assets Available for Plan Benefits............. F-4 Notes to Financial Statements............................................... F-5 Supplemental Schedules AIP Master Trust Assets Held for Investment Purposes........................F-15 AIP Master Trust Reportable Transactions....................................F-16 Note: A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions. Parties-in-interest transactions are prohibited by the Employee Retirement Income Security Act of 197 (ERISA), Section 406, and there is no statutory or administrative exemption. F-1 Report of Independent Auditors Administrative Committee of the Plan Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates 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 as of December 31, 1997 and 1996, 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, 1997 and 1996, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of AIP Master Trust Assets Held for Investment Purposes as of December 31, 1997, and AIP Master Trust Reportable Transactions for the year then ended, are presented for 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 audits 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. June 18, 1998 F-2 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Statements of Net Assets Available for Plan Benefits December 31 1997 1996 ------------------------- Assets Investments, at fair value (Notes A and F): Shares of registered investment companies: Equity Fund $1,351,523 $1,008,380 Bond Fund 316,250 275,456 Balanced Fund 932,262 725,489 International Fund 252,818 175,227 Common Stock--Employer Company Fund 3,999,372 4,474,122 Common Trust Fund * 2,361,276 2,528,399 Participant loans receivable 254,492 178,488 ------------------------- Total investments 9,467,993 9,365,561 Liabilities -- -- ========================= Net assets available for plan benefits $9,467,993 $9,365,561 ========================= * Consists of the Money Market Fund (Chase Manhattan Bank Domestic Liquidity Fund). See notes to financial statements. F-3 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31 1997 1996 ------------------------- Additions Net transfer from the Associates Investment Plan of PVH (Crystal Brands Division) $ 10,560 $ -- Contributions: Employer Company, net of forfeitures 207,366 280,071 Participants 699,527 738,451 ------------------------- 906,893 1,018,522 Interest and investment income 236,713 244,897 ------------------------- Total additions 1,154,166 1,263,419 ------------------------- Deductions Net transfer to the PVH Associates Investment Plan for Salaried Associates 155,597 210,184 Payments to participants 1,212,919 1,738,933 ------------------------- Total deductions 1,368,516 1,949,117 ------------------------- Net realized and unrealized appreciation of investments (Note F) 316,782 1,513,860 ------------------------- Net increase 102,432 828,162 Net assets available for plan benefits at beginning of year 9,365,561 8,537,399 ========================= Net assets available for plan benefits at end of year $9,467,993 $9,365,561 =========================
See notes to financial statements. F-4 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements December 31, 1997 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. On October 1, 1997, the net assets of the Associates Investment Plan of Phillips-Van Heusen Corporation (Crystal Brands Division) (the "Crystal Brands Plan") associated with hourly associates merged into the Plan. All assets of the Crystal Brands Plan were held by State Street Bank (trustee of the Crystal Brands Plan through September 30, 1997). All assets of the Plan are held by Chase Manhattan Bank (trustee of the Plan through September 30, 1997) and Wachovia Bank, N.A. (successor trustee of the Plan effective October 1, 1997) in the Company's Associates Investment Plan Master Trust (the "AIP Master Trust"). 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 21 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) 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. In accordance with the provisions of the Plan, participants age 55 or older may direct a portion of the Company contribution into any of the Plan's investment options. F-5 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 65th 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 into any of 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 trustees in common shares of the Company. Common shares of the Company are purchased by the trustees in the open market. Money Market Fund: Funds are invested by the trustees 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). F-6 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) A. Description of the Plan (continued) Participant Loans Receivable 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 12 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. F-7 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 Chase Manhattan Bank (trustee of the Plan through September 30, 1997) and Wachovia Bank, N.A. (successor trustee of the Plan effective October 1, 1997), collectively "the trustees" of the Plan, in the 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 AIP Master Trust's investments includes an interest contract with an insurance company that has been placed into conservatorship. The Plan does not have a beneficial interest in this interest contract. 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, 1997 and 1996, the AIP Master Trust purchased 41,891 and 101,653 shares, respectively, of the Company's common stock and received $205,332 and $203,852, respectively, from the Company as payment of dividends on its common stock. The AIP Master Trust also sold 58,705 and 143,919 shares of the Company's common stock during the years ended December 31, 1997 and 1996, respectively. In connection with the merger of the Crystal Brands Plan on October 1, 1997, 52,112 shares of the Company's common stock were transferred into the AIP Master Trust. F-8 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) D. Changes in the AIP Master Trust Net Assets Held by Fund Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 1997 were as follows:
Phillips-Van Heusen Corp. Money Common Market Bond Balanced Equity Stock Fund Fund Fund Fund Fund ---------------------------------------------------------------------------- Net assets at beginning of year $ 19,612,593 $ 6,879,359 $ 1,818,465 $ 5,750,463 $ 9,384,953 Interest and investment income 211,070 551,149 125,621 502,825 330,738 Contributions received: Employer Company, net of forfeitures 1,620,371 (51,060) 73 (2,835) (11,499) Employees 423,500 670,327 350,969 1,193,105 1,963,385 Net realized and unrealized appreciation (depreciation) (299,112) -- 18,814 854,817 2,721,432 Loans to participants, net of repayments (77,679) (45,092) 4,773 (42,561) (71,843) Payments to participants (1,962,154) (1,707,477) (255,224) (802,958) (1,332,908) Transfers (to) from other accounts (446,731) (226,623) (85,827) 236,828 427,253 Transfer from AIP of PVH (Crystal Brands Division) 824,021 2,975,961 337,257 1,697,317 2,752,294 ---------------------------------------------------------------------------- Net assets at end of year $ 19,905,879 $ 9,046,544 $ 2,314,921 $ 9,387,001 $ 16,163,805 ============================================================================ Plan's beneficial interest at end of year $ 3,999,372 $ 2,361,276 $ 316,250 $ 932,262 $ 1,351,523 ============================================================================ Fixed International Income Loan Fund Fund Fund Total ---------------------------------------------------------- Net assets at beginning of year $ 2,226,120 $ -- $ 969,816 $ 46,641,769 Interest and investment income 391,072 106,016 -- 2,218,491 Contributions received: Employer Company, net of forfeitures 585 -- -- 1,555,635 Employees 646,476 -- -- 5,247,762 Net realized and unrealized appreciation (depreciation) (327,047) -- -- 2,968,904 Loans to participants, net of repayments (27,416) -- 259,818 -- Payments to participants (279,685) -- -- (6,340,406) Transfers (to) from other accounts 95,100 -- -- -- Transfer from AIP of PVH (Crystal Brands Division) 860,158 4,469,523 142,161 14,058,692 ---------------------------------------------------------- Net assets at end of year $ 3,585,363 $ 4,575,539 $ 1,371,795 $ 66,350,847 ========================================================== Plan's beneficial interest at end of year $ 252,818 $ -- $ 254,492 $ 9,467,993 ==========================================================
F-9 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates Notes to Financial Statements (continued) D. Changes in the AIP Master Trust Net Assets Held by Fund (continued) 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 end of year $ 4,474,122 $ 2,528,399 $ 275,456 $ 725,489 $ 1,008,380 ================================================================================ International Loan Fund Fund Total -------------------------------------------- Net assets at beginning of year $ 1,440,828 $ 717,488 $ 37,363,143 Interest and investment income 63,686 -- 1,288,930 Contributions received: Employer Company, net of forfeitures (3,277) -- 1,915,669 Employees 521,595 -- 5,050,970 Net realized and unrealized appreciation (depreciation) 246,777 -- 7,967,681 Loans to participants, net of repayments (19,889) 252,328 -- Payments to participants (205,799) -- (6,944,624) Transfers (to) from other accounts 182,199 -- -- -------------------------------------------- Net assets at end of year $ 2,226,120 $ 969,816 $ 46,641,769 ============================================ Plan's beneficial interest at end of year $ 175,227 $ 178,488 $ 9,365,561 ============================================
Note: Certain funds above include investments in the Chase Manhattan Bank Domestic Liquidity Fund. F-10 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 (the "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 trustees. 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 1997 1996 ------------------------- Investments at fair value as determined by quoted market price: Shares of registered investment companies: Fidelity Growth & Income Portfolio, 424,247 and 305,400 shares, respectively * $16,163,805 $ 9,384,931 Fidelity Intermediate Bond Fund, 227,623 and 180,402 shares, respectively 2,314,921 1,818,454 Fidelity Puritan Fund, 484,360 and 333,553 shares, respectively * 9,387,001 5,750,449 Templeton Foreign Fund, 360,337 and 214,876 shares, respectively * 3,585,363 2,226,115 Phillips-Van Heusen Corp. Common Stock Fund 1,394,679 and 1,359,381 shares, respectively * 19,905,879 19,541,102 Investments at estimated fair value: Common Trust Fund * 9,046,544 6,950,902 Promissory notes (participant loans) 1,371,795 969,816 Interest contract: Non-performing * 4,575,539 -- ------------------------- Total net assets $66,350,847 $46,661,769 ========================= Plan's beneficial interest $ 9,467,993 $ 9,365,561 =========================
F-11 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, 1997 and 1996, net appreciation of the AIP Master Trust's investments was $2,968,904 and $7,967,681, respectively, as follows: 1997 1996 -------------------------- Fair value of assets determined by quoted market price: Phillips-Van Heusen Corp. Common Stock Fund $ (299,112) $ 6,089,124 Fidelity Growth & Income Portfolio 2,721,432 1,230,887 Fidelity Intermediate Bond Fund 18,814 (51,827) Fidelity Puritan Fund 854,817 452,720 Templeton Foreign Fund (327,047) 246,777 -------------------------- Net appreciation in fair value $ 2,968,904 $ 7,967,681 ========================== Plan's beneficial interest $ 316,782 $ 1,513,860 ========================== 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 1997 ---------- Net assets available for plan benefits per the financial statements $9,467,993 Less amounts allocated to withdrawn participants at December 31, 1997 295,118 ---------- Net assets available for plan benefits per the Form 5500 $9,172,875 ==========
F-12 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 1997 ----------- Benefits paid to participants per the financial statements $ 1,212,919 Add amounts allocated to withdrawn participants at December 31, 1997 295,118 Less amounts allocated to withdrawn participants at December 31, 1996 (294,809) ----------- Benefits paid to participants per the Form 5500 $ 1,213,228 ===========
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. F-13 Supplemental Schedules F-14 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates AIP Master Trust Assets Held for Investment Purposes December 31, 1997
Market Identity of Issuer Description Cost Value - -------------------------------------------------------------------------------------------------------------- Fidelity Growth & Income Portfolio 424,247 shares $ 11,505,482 $ 16,163,805 Fidelity Intermediate Bond Fund 227,623 shares 2,327,822 2,314,921 Fidelity Puritan Fund 484,360 shares 8,274,270 9,387,001 Templeton Foreign Fund 360,337 shares 3,624,622 3,585,363 Chase Manhattan Bank-- Domestic Liquidity Fund 9,046,544 shares 9,046,544 9,046,544 Phillips-Van Heusen Corporation Common Stock Fund 1,394,679 shares * 17,708,524 19,905,879 Mutual Benefit Life Insurance Company Interest Contract ** 4,575,539 4,575,539 Promissory notes Participant loans 1,371,795 1,371,795 ----------------------------------- $ 58,434,598 $ 66,350,847 ===================================
* Party-in-interest investment (see Note C). ** Maturity date and interest rates are subject to statutory conservatorship rules. F-15 Phillips-Van Heusen Corporation Associates Investment Plan for Hourly Associates AIP Master Trust Reportable Transactions Year ended December 31, 1997
Purchase Selling Cost of Net Number of Party Involved Description of Assets Price Price Assets Sold Gain Transactions - --------------------------------------------------------------------------------------------------------------------------- Category (i)--Individual transactions in excess of 5% of plan assets Wachovia Bank, N.A. Chase Domestic Liquidity Fund $2,963,108 Category (iii)--Series of transactions in excess of 5% of plan assets Chase Manhattan Bank, N.A. Chase Domestic Liquidity Fund 7,609,276 $5,513,634 $5,513,634 $ - 235
There were no category (ii) or (iv) reportable transactions for the year ended December 31, 1997. F-16 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Financial Statements and Supplemental Schedules Years ended December 31, 1997 and 1996 Contents Report of Independent Auditors..............................................F-18 Financial Statements Statements of Net Assets Available for Plan Benefits........................F-19 Statements of Changes in Net Assets Available for Plan Benefits.............F-20 Notes to Financial Statements ..............................................F-21 Supplemental Schedules AIP Master Trust Assets Held for Investment Purposes ......................F-32 AIP Master Trust Reportable Transactions ...................................F-33 Note: A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions. Parties-in-interest transactions are prohibited by the Employee Retirement Income Security Act of 1974 ("ERISA"), Section 406, and there is no statutory or administrative exemption. F-17 Report of Independent Auditors Administrative Committee of the Plan Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates 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 as of December 31, 1997 and 1996, 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, 1997 and 1996, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of AIP Master Trust Assets Held for Investment Purposes as of December 31, 1997, and AIP Master Trust Reportable Transactions for the year then ended, are presented for 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 audits 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. June 18, 1998 F-18 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Statements of Net Assets Available for Plan Benefits
December 31 1997 1996 -------------------------- Assets Investments (Notes A and E): Shares of registered investment companies: Equity Fund $14,747,941 $ 8,328,323 Bond Fund 1,958,204 1,514,892 Balanced Fund 8,374,192 4,969,298 International Fund 3,316,839 2,032,940 Common stock--Employer Company Fund 15,566,503 14,798,535 Common Trust Fund * 6,560,602 4,242,876 Interest contract: Non-performing (Note F) 4,575,539 -- Participant loans receivable 1,077,960 778,391 -------------------------- Total investments 56,177,780 36,665,255 Liabilities -- -- ========================== Net assets available for plan benefits $56,177,780 $36,665,255 ==========================
* Consists of the Money Market Fund (Chase Manhattan Bank Domestic Liquidity Fund). See notes to financial statements. F-19 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Statements of Changes in Net Assets Available for Plan Benefits Year ended December 31 1997 1996 ------------------------- Additions Net transfer from the PVH Associates Investment Plan for Hourly Associates $ 155,597 $ 210,184 Net transfer from the Associates Investment Plan of PVH (Crystal Brands Division) 14,048,132 -- ------------------------- 14,203,729 210,184 ------------------------- Contributions: Employer Company, net of forfeitures 1,313,423 1,589,047 Participants 4,430,685 4,189,780 ------------------------- 5,744,108 5,778,827 Interest and investment income 1,963,586 1,025,344 ------------------------- Total additions 21,911,423 7,014,355 ------------------------- Deductions Payments to participants 5,026,675 5,050,131 ------------------------- Total deductions 5,026,675 5,050,131 ------------------------- Net realized and unrealized appreciation of investments (Note E) 2,627,777 6,338,290 ------------------------- Net increase 19,512,525 8,302,514 Net assets available for plan benefits at beginning of year 36,665,255 28,362,741 ------------------------- Net assets available for plan benefits at end of year $56,177,780 $36,665,255 ========================= See notes to financial statements. F-20 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements December 31, 1997 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. On October 1, 1997, the net assets of the Associates Investment Plan of Phillips-Van Heusen Corporation (Crystal Brands Division) (the "Crystal Brands Plan") associated with salaried or former associates were merged into the Plan. All assets of the Crystal Brands Plan were held by State Street Bank (trustee of the Crystal Brands Plan through September 30, 1997). All assets of the Plan are held by Chase Manhattan Bank (trustee of the Plan through September 30, 1997) and Wachovia Bank, N.A. (successor trustee of the Plan effective October 1, 1997) in the Company's Associates Investment Plan Master Trust (the "AIP Master Trust"). The investment alternatives of the Crystal Brands Plan have included interest contracts with insurance companies, as discussed further in this note and Note F. 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 21 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) 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. In accordance with the provisions of the Plan, participants age 55 or older may direct a portion of the Company contribution into any of the Plan's investment options. F-21 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 65th 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 into any of seven 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 trustees in common shares of the Company. Common shares of the Company are purchased by the trustees in the open market. Money Market Fund: Funds are invested by the trustees 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 & 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). 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). F-22 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) A. Description of the Plan (continued) Fixed Income Fund: The balance in this fund represents an investment in an interest contract issued by Mutual Benefit Life Insurance Company which, as discussed in Note F, has been classified as non-performing at December 31, 1997 and 1996. No new uncommitted investments in interest contracts were made subsequent to June 30, 1991. Effective July 1, 1995, future contributions to this fund were prohibited. Upon release of frozen assets, funds will be transferred into the Money Market Fund where participants may elect to withdraw or transfer the funds to other investment options. Participant Loans Receivable 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 12 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. F-23 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. The interest contract is stated at cost plus accumulated interest. 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 Chase Manhattan Bank (trustee of the Plan through September 30, 1997) and Wachovia Bank, N.A. (successor trustee of the Plan effective October 1, 1997), collectively "the trustees" of the Plan, in 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, 1997 and 1996, the AIP Master Trust purchased 41,891 and 101,653 shares, respectively, of the Company's common stock and received $205,332 and $203,852, respectively, from the Company as payment of dividends on its common stock. The AIP Master Trust also sold 58,705 and 143,919 shares of the Company's common stock during the years ended December 31, 1997 and 1996, respectively. In connection with the merger of the Crystal Brands Plan on October 1, 1997, 52,112 shares of the Company's common stock were transferred into the AIP Master Trust. F-24 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) D. Changes in the AIP Master Trust Net Assets Held by Fund Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 1997 were as follows:
Phillips-Van Heusen Corp. Money Common Market Bond Balanced Equity Stock Fund Fund Fund Fund Fund ---------------------------------------------------------------------------- Net assets at beginning of year $ 19,612,593 $ 6,879,359 $ 1,818,465 $ 5,750,463 $ 9,384,953 Interest and investment income 211,070 551,149 125,621 502,825 330,738 Contributions received: Employer Company, net of forfeitures 1,620,371 (51,060) 73 (2,835) (11,499) Employees 423,500 670,327 350,969 1,193,105 1,963,385 Net realized and unrealized appreciation (depreciation) (299,112) -- 18,814 854,817 2,721,432 Loans to participants, net of repayments (77,679) (45,092) 4,773 (42,561) (71,843) Payments to participants (1,962,154) (1,707,477) (255,224) (802,958) (1,332,908) Transfers (to) from other accounts (446,731) (226,623) (85,827) 236,828 427,253 Transfer from AIP of PVH (Crystal Brands Division) 824,021 2,975,961 337,257 1,697,317 2,752,294 ---------------------------------------------------------------------------- Net assets at end of year $ 19,905,879 $ 9,046,544 $ 2,314,921 $ 9,387,001 $ 16,163,805 ============================================================================ Plan's beneficial interest at end of year $ 15,566,503 $ 6,560,602 $ 1,958,204 $ 8,374,192 $ 14,747,941 ============================================================================ Fixed International Income Loan Fund Fund Fund Total ---------------------------------------------------------- Net assets at beginning of year $ 2,226,120 $ -- $ 969,816 $ 46,641,769 Interest and investment income 391,072 106,016 -- 2,218,491 Contributions received: Employer Company, net of forfeitures 585 -- -- 1,555,635 Employees 646,476 -- -- 5,247,762 Net realized and unrealized appreciation (depreciation) (327,047) -- -- 2,968,904 Loans to participants, net of repayments (27,416) -- 259,818 -- Payments to participants (279,685) -- -- (6,340,406) Transfers (to) from other accounts 95,100 -- -- -- Transfer from AIP of PVH (Crystal Brands Division) 860,158 4,469,523 142,161 14,058,692 ---------------------------------------------------------- Net assets at end of year $ 3,585,363 $ 4,575,539 $ 1,371,795 $ 66,350,847 ========================================================== Plan's beneficial interest at end of year $ 3,316,839 $ 4,575,539 $ 1,077,960 $ 56,177,780 ==========================================================
F-25 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) D. Changes in the AIP Master Trust Net Assets Held by Fund (continued) 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 end of year $ 14,798,535 $ 4,242,876 $ 1,514,892 $ 4,969,298 $ 8,328,323 ============================================================================ International Loan Fund Fund Total ------------------------------------------- Net assets at beginning of year $ 1,440,828 $ 717,488 $ 37,363,143 Interest and investment income 63,686 -- 1,288,930 Contributions received: Employer Company, net of forfeitures (3,277) -- 1,915,669 Employees 521,595 -- 5,050,970 Net realized and unrealized appreciation (depreciation) 246,777 -- 7,967,681 Loans to participants, net of repayments (19,889) 252,328 -- Payments to participants (205,799) -- (6,944,624) Transfers (to) from other accounts 182,199 -- -- ------------------------------------------- Net assets at end of year $ 2,226,120 $ 969,816 $ 46,641,769 =========================================== Plan's beneficial interest at end of year $ 2,032,940 $ 778,391 $ 36,665,255 ===========================================
Note: Certain funds above include investments in the Chase Manhattan Bank Domestic Liquidity Fund. F-26 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) E. Assets of the Plan Assets of the Plan are included in the assets of the AIP Master Trust held by the trustees. 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 1997 1996 ------------------------- Investments at fair value as determined by quoted market price: Shares of registered investment companies: Fidelity Growth & Income Portfolio, 424,247 and 305,400 shares, respectively * $16,163,805 $ 9,384,931 Fidelity Intermediate Bond Fund, 227,623 and 180,402 shares, respectively 2,314,921 1,818,454 Fidelity Puritan Fund, 484,360 and 333,553 shares, respectively * 9,387,001 5,750,449 Templeton Foreign Fund, 360,337 and 214,876 shares, respectively * 3,585,363 2,226,115 Phillips-Van Heusen Corp. Common Stock Fund, 1,394,679 and 1,359,381 shares, respectively * 19,905,879 19,541,102 Investments at estimated fair value: Common Trust Fund * 9,046,544 6,950,902 Promissory notes (participant loans) 1,371,795 969,816 Interest Contract: Non-performing * 4,575,539 -- ------------------------- Total net assets $66,350,847 $46,641,769 ========================= Plan's beneficial interest $56,177,780 $36,665,255 =========================
F-27 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) E. Assets of the Plan (continued) During the years ended December 31, 1997 and 1996, net appreciation of the AIP Master Trust's investments was $2,968,904 and $7,967,681, respectively, as follows:
1997 1996 -------------------------- Fair value of assets determined by quoted market price: Phillips-Van Heusen Corp. Common Stock Fund $ (299,112) $ 6,089,124 Fidelity Growth & Income Portfolio 2,721,432 1,230,887 Fidelity Intermediate Bond Fund 18,814 (51,827) Fidelity Puritan Fund 854,817 452,720 Templeton Foreign Fund (327,047) 246,777 -------------------------- Net appreciation in fair value $ 2,968,904 $ 7,967,681 ========================== Plan's beneficial interest $ 2,627,777 $ 6,338,290 ==========================
F. Non-Performing Interest Contract On July 16, 1991, on application of the Insurance Commissioner of the State of New Jersey, the Superior Court of New Jersey placed the Mutual Benefit Life Insurance Company ("MBLIC") into rehabilitation. Effective June 30, 1991, allocation of interest on MBLIC interest contracts to participants was suspended, and on January 1, 1992, the interest accrual rate on all MBLIC contracts was reduced to 3% in accordance with the recommendation of the Deputy Rehabilitator of MBLIC. On November 10, 1993, the court approved a plan of rehabilitation for MBLIC. The rehabilitation plan provides investors with two alternatives consisting of either (1) participating ("opt-in") in the plan, or (2) not participating ("opt-out") in the plan. Investors electing to opt-in are projected to receive 100% of their July 16, 1991 investment balance over a four-year period from December 31, 1999 to December 31, 2003. Investors who elected to opt-out received approximately 55% of their July 16, 1991 investment balance no later than mid-1996. The Plan's interest contract with MBLIC is not covered by state guaranty associations. For certain investments not covered by state guaranty associations, including the Plan's interest contract, the rehabilitation provides, for those investors electing to opt-in, reinsurance by a consortium of insurance companies including the Prudential Insurance Company of America and the Metropolitan Life Insurance Company. F-28 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) F. Non-Performing Interest Contract (continued) State Street Bank, the former trustee of the Crystal Brands Plan, elected to opt-in to the MBLIC rehabilitation plan. State Street Bank made this decision after review and analysis of the rehabilitation plan and the financial strength of the reinsurers. Based on the MBLIC rehabilitation plan, including the reinsurance provision, no adjustment to the carrying value of the MBLIC interest contract was made. The Plan's MBLIC interest contract was credited with interest at 6.35% for January 1, 1997 through June 30, 1997 and 9.75% for July 1, 1997 through December 31, 1997. G. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "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. H. 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 1997 ----------- Net assets available for plan benefits per the financial statements $56,177,780 Less amounts allocated to withdrawn participants at December 31, 1997 1,223,049 =========== Net assets available for plan benefits per the Form 5500 $54,954,731 ===========
F-29 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates Notes to Financial Statements (continued) H. 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 1997 ----------- Benefits paid to participants per the financial statements $ 5,026,675 Add amounts allocated to withdrawn participants at December 31, 1997 1,223,049 Less amounts allocated to withdrawn participants at December 31, 1996 (856,171) ----------- Benefits paid to participants per the Form 5500 $ 5,393,553 ===========
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. F-30 Supplemental Schedules F-31 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates AIP Master Trust Assets Held for Investment Purposes December 31, 1997
Market Identity of Issuer Description Cost Value - ------------------------------------------------------------------------------------------ Fidelity Growth & Income Portfolio 424,247 shares $11,505,482 $16,163,805 Fidelity Intermediate Bond Fund 227,623 shares 2,327,822 2,314,921 Fidelity Puritan Fund 484,360 shares 8,274,270 9,387,001 Templeton Foreign Fund 360,337 shares 3,624,622 3,585,363 Chase Manhattan Bank-- Domestic Liquidity Fund 9,046,544 shares 9,046,544 9,046,544 Phillips-Van Heusen Corporation Common Stock Fund 1,394,679 shares * 17,708,524 19,905,879 Mutual Benefit Life Insurance Company Interest Contract ** 4,575,539 4,575,539 Promissory notes Participant loans 1,371,795 1,371,795 ------------------------- $58,434,598 $66,350,847 =========================
* Party-in-interest investment (see Note C). ** Maturity date and interest rates are subject to statutory conservatorship rules (see Note F). F-32 Phillips-Van Heusen Corporation Associates Investment Plan for Salaried Associates AIP Master Trust Reportable Transactions Year ended December 31, 1997
Purchase Selling Cost of Net Number of Party Involved Description of Assets Price Price Assets Sold Gain Transactions - ------------------------------------------------------------------------------------------------------------------------------------ Category (i)--Individual transactions in excess of 5% of plan assets Wachovia Bank, N.A. Chase Domestic Liquidity Fund $2,963,108 Category (iii)--Series of transactions in excess of 5% of plan assets Chase Manhattan Bank, N.A. Chase Domestic Liquidity Fund 7,609,276 $5,513,634 $5,513,634 $ -- 235
There were no category (ii) or (iv) reportable transactions for the year ended December 31, 1997. F-33 Exhibit [LETTERHEAD OF ERNST & YOUNG LLP] CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Associates Investment Plan for Hourly Associates of Phillips-Van Heusen Corporation of our report dated June 18, 1998, with respect to the financial statements and schedules of the Associates Investment Plan for Hourly Associates included in this Annual report (form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP New York, New York June 18, 1998 Exhibit [LETTERHEAD OF ERNST & YOUNG LLP] CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Associates Investment Plan for Salaried Associates of Phillips-Van Heusen Corporation of our report dated June 18, 1998, with respect to the financial statements and schedules of the Associates Investment Plan for Salaried Associates included in this Annual report (form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP New York, New York June 18, 1998 -----END PRIVACY-ENHANCED MESSAGE-----