Phillips-Van Heusen begins tender offer for 7¼% notes, 8 1/8% notes

New York, April 7 - Phillips-Van Heusen Corp. said it has begun a cash tender offer and consent solicitation for all $150 million of its 7¼% senior notes due 2011 and all $150 million of its 8 1/8% notes due 2013.

The consent solicitation is to amend the note indentures for each series of notes to eliminate substantially all of the restrictive covenants and eliminate all events of default other than those relating to the failure to pay principal and interest and to comply for 60 days after notice with the covenants, obligations, warranties or agreements contained in the indentures after giving effect to the proposed amendments.

For the 7¼% notes, the company is offering $1,002.50 per $1,000 principal amount while for the 8 1/8% notes it is offering $1,016.04 per $1,000 principal amount.

Both figures include a consent payment of $30.00 per $1,000 that will only be paid to holders who tender with consents by the consent deadline of 5 p.m. ET on April 20.

The tenders end at midnight ET on May 4.

Phillips-Van Heusen will also pay accrued interest up to but excluding the payment date.

To amend the indentures, the company needs consents for a majority of each series of notes.

Holders who tender will be required to deliver consents and consents may not be given without tendering.

Conditions to the offers include that a majority of each series of notes is tendered, that all conditions for the completion of the acquisition of Tommy Hilfiger BV by Phillips-Van Heusen be met and proceeds from acquisition financing be received, and that the supplemental indentures be executed.

Barclays Capital Inc. is dealer manager and solicitation agent (800 438-3242 or call collect 212 528-7581). D.F. King & Co. is depositary and information agent (800 487-4870, banks and brokers call 212 269-5550).

Phillips-Van Heusen is a New York-based apparel company.

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