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PVH declares common stock issue to Apax

29
Apr '06

World's largest apparel companies Phillips-Van Heusen Corporation announced about filing a prospectus supplement relating to the public offering by holders of its Series B Convertible Preferred Stock of 10,057,495 shares of common stock (plus an additional 1,508,624 shares of common stock pursuant to an option granted to the underwriters) issuable upon the conversion of shares of the Company's Series B Convertible Preferred Stock.

The Series B Convertible Preferred Stock was issued to affiliates of Apax Europe V GP Co Limited and Apax Partners Europe Managers Limited in connection with the Company's acquisition of Calvin Klein in February 2003.

The Company will not receive any proceeds from this offering. In connection with this offering, the Apax affiliates have agreed to convert all of the remaining shares of Series B Convertible Preferred Stock outstanding into common stock.

Any of the additional shares not purchased by the underwriters pursuant to the option granted to them will be held by the Apax affiliates immediately following the offering.

In connection with the voluntary conversion of Series B Convertible Preferred Stock by the Apax affiliates, the Company has agreed to make a payment to the Apax affiliates in the amount of $0.88 for each share of common stock received by the Apax affiliates, or an aggregate of approximately $10.2 million.

This payment is based upon the net present value of the dividends that the Company would have been obligated to pay the Apax affiliates through the earliest date on which it is estimated that the Company would have the right to convert the Series B Convertible Preferred Stock, net of the present value of the dividends payable on the shares of common stock into which the Series B Convertible Preferred Stock is convertible over the same period.

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