SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 17, 2002
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Phillips-Van Heusen Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-724 13-1166910
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(Commission File Number) (IRS Employer Identification Number)
200 Madison Avenue, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212)-381-3500
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ITEM 5. OTHER EVENTS
Pursuant to a Stock Purchase Agreement, dated December 17, 2002 ("CKI Purchase
Agreement"), among Phillips-Van Heusen Corporation ("PVH"), a Delaware
corporation, Calvin Klein, Inc. ("CKI"), a New York corporation, Calvin Klein
(Europe), Inc. ("CK Europe I"), a Delaware corporation, Calvin Klein (Europe II)
Corp. ("CK Europe II"), a Delaware corporation, Calvin Klein Europe S.r.l. ("CK
Italy"), a limited liability company organized under the laws of Italy, CK
Service Corp. ("Service Corp." and, together with CKI, CK Europe I, CK Europe II
and CK Italy, the "CK Companies"), a Delaware corporation, Calvin Klein, Barry
Schwartz and certain family members and affiliated trusts (collectively, the
"Sellers"), PVH will purchase from the Sellers all of the issued and outstanding
stock of the CK Companies for $400 million in cash as well as $30 million of PVH
common stock (to be valued based on a 10-trading day period immediately prior to
the closing). The transaction also includes, in consideration of certain other
rights held by Mr. Klein, a nine-year warrant in favor of Mr. Klein to purchase
320,000 shares of PVH common stock at $28.00 per share, and contingent purchase
price payments to Mr. Klein based on future sales of the Calvin Klein brand.
In order to obtain funds to pay a portion of the purchase price for the CK
Companies, PVH entered into a Securities Purchase Agreement (the "Preferred
Stock Purchase Agreement") with Lehman Brothers Inc. ("Lehman Brothers") and
affiliates of Apax Managers, Inc. and Apax Partners Europe Managers Ltd.
(collectively, the "Apax Entities") on December 16, 2002. Pursuant to the
Preferred Stock Purchase Agreement, Lehman Brothers will act as a dealer and
purchase from PVH and sell to the Apax Entities $250 million in newly issued
convertible preferred stock of PVH. The conversion price for the convertible
preferred stock is $14.00 per share of PVH common stock. The convertible
preferred stock has a dividend rate of 8% per annum, payable in kind or cash at
PVH's option. In addition, Apax Managers, Inc. has agreed to provide a loan to
PVH in the amount of $125 million which matures in two years. The loan is
secured and bears interest at a rate of 10% per annum for the first year and at
15% per annum for the second year.
The transactions are expected to close within 60 days, subject to normal
regulatory approvals and customary closing conditions.
The Board of Directors of PVH has approved an amendment to the Rights Agreement,
dated as of June 10, 1986, as amended, by and between PVH and The Bank of New
York (successor to The Chase Manhattan Bank, N.A.), as rights agent. The
amendment will make the provisions of the rights agreement inapplicable to the
transactions contemplated by the Preferred Stock Purchase Agreement.
This description of the CKI Purchase Agreement and the Preferred Stock Purchase
Agreement are qualified in their entirety by reference to the full text of such
documents, copies of which are filed as exhibits to this Form 8-K filing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
EXHIBIT DESCRIPTION
10.1 Stock Purchase Agreement, dated December 17, 2002, among Phillips-Van
Heusen Corporation, Calvin Klein, Inc., Calvin Klein (Europe), Inc.,
Calvin Klein (Europe II) Corp., Calvin Klein Europe S.r.l., CK Service
Corp., Calvin Klein, Barry Schwartz, Trust for the Benefit of the
Issue of Calvin Klein, Trust for the Benefit of the Issue of Barry
Schwartz, Stephanie Schwartz-Ferdman and Jonathan Schwartz.
10.2 Securities Purchase Agreement, dated December 16, 2002, among
Phillips-Van Heusen Corporation, Lehman Brothers Inc. and the
Investors named therein.
99.1 Press Release, dated December 17, 2002.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Phillips-Van Heusen Corporation
By: /s/ Mark D. Fischer
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Mark D. Fischer, Vice President
Date: December 20, 2002