PVH CORP. /DE/ — Director's Dealing 2005

Jul 22, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHILLIPS VAN HEUSEN CORP /DE/ (NYSE:PVH)
CIK: 0000078239
Period of Report: 2005-07-20

Reporting Person: APAX MANAGERS INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-20	Common Stock, par value $1.00 per Share	C	4286365	—	Acquired	4286365	Indirect
2005-07-20	Common Stock, par value $1.00 per Share	S	4286365	$31.276	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-20	Series B Convertible Pref. Stock, par value $100 per share	$0	C	2226.67	Disposed		Common Stock, par value $1.00 per share (4286365)	Indirect

Footnotes

F1: These securities converted as indicated in Table II.

F2: The securities are directly owned by Apax Excelsior VI, L.P., Apax Excelsior VI-A C.V., Apax Excelsior VI-B C.V. and Patricof Private Investment Club III, L.P (together, the "Excelsior Vi Funds"). The Reporting Person is the general partner of the general partner of the Excelsior VI Funds. The Reporting Person may be deemed to beneficially own all outstanding capital stock of the Excelsior VI Funds by virtue of its role as general partner of the general partner of the Excelsior VI Funds. Apax Managers disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary nterest.

F3: In accordance with the certificate of designations governing the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock converts into the number of shares of Common Stock equal to liquidation preference of such share of Series B Convertible Preferred Stock divided by the conversion price.

F4: These securities were immediately exercisable.

F5: Not applicable.