stores. In addition, we currently operate approximately 700 retail stores, primarily in outlet malls throughout the United States, under the Van Heusen, IZOD, Bass and Geoffrey Beene names. We announced at the end of 2003 our intention to close underperforming stores over the next two years. Since October 29, 2003, we have opened 17 Calvin Klein stores in premium outlet malls in the United States. We believe our profitable retail division is an important complement to our wholesale operations because we believe that our stores further enhance consumer awareness of our brands, including by offering products that are not available in our wholesale lines or, in the case of our Calvin Klein outlet stores, offering a broad spectrum of Calvin Klein products to communicate the Calvin Klein lifestyle, while also providing a means for managing excess inventory.

We are a leader in the dress shirt and sportswear tops markets.    Our dress shirt brands have the highest market share in the $2 billion U.S. dress shirt market. We believe we market approximately one in three of the dress shirts sold in the United States. In 2003, sales of our dress shirt brands were approximately 44% of dress shirt sales in U.S. department stores, which is the largest sales channel for dress shirts. We also continue to experience sales growth in the large and fragmented U.S. men's sportswear tops market. We believe that the high recognition and depth of our brand offerings enables us to maintain, and offers us the opportunity to increase, main floor space with our customers.

We have a stable and diversified business.    Our diversified portfolio of apparel brands and apparel and footwear products and our use of multiple channels of distribution has allowed us to develop a business that produces results that are not dependent on any one demographic group, merchandise preference or distribution channel. We believe that our diversification reduces our reliance on any single market or product category and increases the stability of our business. Our acquisition of Calvin Klein provides us with a significantly expanded source of licensing revenues which we believe adds to the stability of our business.

We have had success in acquiring, managing, developing and positioning new brands.    Over the past several years, we have been successful in acquiring, managing, developing and positioning several brands within our existing business, including IZOD, Arrow and Kenneth Cole. For example in 1995, we acquired the IZOD brand, and since then have grown it into the leading main floor department store men's sportswear tops brand. We have grown the wholesale sales of IZOD by over 400% since 1995. We began marketing IZOD dress shirts in the third quarter of fiscal 2001 and, for 2003, IZOD was the tenth best selling dress shirt brand in U.S. department stores. We acquired the Kenneth Cole license in 2000. Since 2001, our first full year under the license, we have increased wholesale sales in units and dollars by 75% and 55%, respectively, and Kenneth Cole New York dress shirts have gone from outside of the top ten best selling dress shirts in U.S. department stores to the sixth best selling dress shirt in U.S. department stores.

We have sophisticated and established sourcing, logistics, warehouse and distribution systems.    Our centralized capabilities for worldwide procurement and sourcing support our efforts to deliver to our customers competitive, high quality and low cost goods on a timely basis. We have an extensive, established network of worldwide sourcing partners which allows us to meet our customers' needs in an efficient manner, with neither reliance on any one vendor or factory, nor reliance on vendors or factories in any one country. We also operate a system of wholesale and retail distribution centers which we believe have sufficient capacity to accommodate future growth, including our strategies for our Calvin Klein businesses, without a significant increase in capital expenditures. We believe that our investments in logistics and supply chain management allow us to respond rapidly to changes in sales trends and customer demands while enhancing our inventory management efficiencies.

We have a highly experienced management team.    Our executive management team has extensive experience in the apparel industry, and many of our senior executives have spent the majority of their professional careers with us. Bruce J. Klatsky, our Chairman and Chief Executive Officer, and Mark Weber, our President and Chief Operating Officer, have each been with us for over 30 years. In addition, the other 24 members of our senior management team have an average of over 23 years of industry experience.

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Our Business Strategy

We intend to capitalize on the significant opportunities presented by our acquisition of Calvin Klein, as well as focus on strengthening our core business, through the execution of the following strategies:

Management and development of the Calvin Klein brands.    The acquisition of Calvin Klein provides us with the opportunity to use our core competencies to expand the product offerings under the globally-recognized Calvin Klein brands and to bring these new product offerings into additional channels of distribution. Additionally, we have taken actions to realize significant corporate and administrative cost savings within the Calvin Klein business. Our actions have been consistent with preserving the brands' prestige and global presence. Our primary development and growth initiatives include:

•

Maintain and enhance the core Calvin Klein licensing business.    We intend to continue to license the Calvin Klein brands to existing licensees and to seek additional licensing partners as profitable opportunities arise. We believe that licensing the brands provides us with a relatively stable flow of revenues with high margins and enables us to market globally the Calvin Klein brands across multiple product categories, further enhancing the image and reach of these lifestyle brands.

•

Develop a Calvin Klein men's better sportswear line.    Calvin Klein does not currently offer men's better sportswear. We are in the process of introducing in the United States a Calvin Klein men's better sportswear line for the Fall 2004 season. Our line is intended to reflect the Calvin Klein style and capitalize on the strong Calvin Klein brand identity. The line is being marketed and sold to better fashion department and specialty store customers and will be sold in sportswear collection areas and specially designed shop-in-shops complementing the existing main floor sportswear offerings of our other brands. We expect to capitalize on our experience in developing successful sportswear lines, sourcing expertise and strong wholesale customer relationships to take advantage of this market opportunity.

•

Successfully develop the licensing relationship for the Calvin Klein women's better sportswear line.    We entered into a licensing agreement in June 2003 with Kellwood to develop a women's better sportswear line to be marketed in North, Central and South America under the Calvin Klein name. This line was launched in the United States for the Spring 2004 season and was in stores beginning in March 2004. Previously, women's better sportswear was not offered under any of the Calvin Klein brands. Pursuant to the agreement, Kellwood is collaborating with G.A.V., a new business venture headed by Andrew Grossman and Alexander Vreeland, to help develop and launch the line. Design, sales and marketing are the responsibility of Messrs. Grossman and Vreeland, while Kellwood is responsible for production, sourcing and distribution and providing working capital relating to G.A.V.'s performance under the license agreement. We have design and customer approval rights, and we control branding, advertising and public relations. We believe that this line will become a prominent brand in the women's better sportswear sector because of the image and strength of the Calvin Klein brand.

•

Successfully develop the licensing relationship for the Calvin Klein men's and women's high-end collection apparel businesses.    We have licensed our men's and women's high-end collection apparel businesses to Vestimenta, one of the world's leading manufacturers and distributors of women's and men's high-end apparel, commencing with the Spring 2004 collection. In recent years, Calvin Klein had operated these businesses directly. The license is an exclusive, worldwide, 10-year license for the Calvin KleinCollection brand. Vestimenta is responsible for the merchandising, manufacturing, quality control, selling, warehousing and shipping aspects of such businesses. Our Calvin Klein design and advertising teams are responsible for substantially all design, marketing, advertising and public relations aspects of the collection apparel businesses and approve the wholesale customers to which Vestimenta sells the collections. We believe this business relationship will optimize our global opportunities for collection apparel, enhance the image of the Calvin Klein brands and result in cost savings.

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•

Operate Calvin Klein retail outlet stores.    We are expanding our retail offerings by opening Calvin Klein stores in premium outlet malls that are consistent with the Calvin Klein image and in which other prestige designers maintain stores. Since October 29, 2003, we have opened 17 stores in the United States. We currently intend to open as many as 75 Calvin Klein outlet stores over the next four to five years in such premium outlet malls. The Calvin Klein stores offer Calvin Klein men's and women's apparel and other Calvin Klein licensed products. We believe that the strength of the Calvin Klein brands, our strong presence and considerable experience operating stores in outlet malls across the United States and our established relationships with landlords of the premium outlet malls should enable us to successfully execute this strategy.

•

Reduce overhead expenses.    We believe that Calvin Klein's corporate overhead and back office expenses were significantly higher than required by the size and needs of its business. We have taken actions to significantly reduce these costs and integrate many Calvin Klein overhead functions with our current operations, the result of which, we believe, will be increased cash flow and profitability of our Calvin Klein business. We have not reduced, and do not intend to reduce, the in-house marketing and advertising and design divisions of Calvin Klein.

Continue to strengthen the competitive position and image of our current brand portfolio.    We intend for each of our brands to be a leader in its respective market segment, with strong consumer awareness and consumer loyalty. We believe that our brands are successful in their respective segments because we have strategically positioned each brand to target a distinct consumer demographic. We will continue to design and market our branded products to complement each other, satisfy lifestyle needs, emphasize product features important to our target consumers and produce consumer loyalty.

•

Enhance our relationships.    We will seek to increase our market share within the dress shirt and sportswear segments by enhancing our relationships with existing customers and gaining increased floor space. We believe the broad appeal and diversity of our products, together with our customer, advertising and marketing support and our ability to offer products with innovative qualities, will enable us to expand and develop relationships with apparel retailers in the United States and internationally. In addition, we will continue to provide private label products as profitable opportunities arise.

•

Increase our sportswear market penetration.    We believe that our brands offer retailers advantages over many of the current less recognized labels available on the main floor due to the name recognition of our brands, the style, price and value equation we offer and the customer, advertising and marketing support that we provide. Our wholesale men's sportswear sales have increased 29.6% from 1998 to 2003. We believe our brands' advantages, as well as expected growth in this large and fragmented segment of the men's apparel market, provide us with an opportunity for further growth.

•

Expand our network of licensing partners for future product extension.    We believe our nationally recognized brand names provide us with growth opportunities in product licensing. We will seek to strengthen our existing licensing relationships and to align ourselves with new licensing partners to take advantage of these growth opportunities as they arise. These opportunities may include the licensing of our brand names across other product categories and internationally.

Optimize supply chain and logistics efficiencies.    To address the needs of our customers, we are continuing to make investments and develop strategies to enhance our ability to provide timely product availability and delivery. Our investments in sophisticated systems should allow us to continue to reduce the cycle time between the design of products to the delivery of those products to our customers. We believe the enhancement of our supply chain efficiencies and working capital management through the effective use of our distribution network and overall infrastructure will allow us to better control costs and provide improved service to our customers.

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Calvin Klein Acquisition

On February 12, 2003, we acquired Calvin Klein, one of the leading lifestyle design and marketing companies in the world. The total net consideration paid for our acquisition of Calvin Klein was $431.6 million and was comprised of $401.6 million in net cash and $30.0 million of our common stock issued to the sellers. Additional terms of the Calvin Klein acquisition include:

•	Mr. Klein is receiving contingent purchase price payments for 15 years based on a percentage of total worldwide net sales of products bearing any of the Calvin Klein brands.

•	Mr. Klein received a nine-year warrant to purchase 320,000 shares of our common stock at $28 per share.

•	Mr. Klein entered into a three-year consulting agreement with us for $1.0 million per year.

We funded the cash portion of the purchase price through:

•

An investment of $250.0 million in our Series B convertible preferred stock made by affiliates of Apax Managers, Inc. and Apax Partners Europe Managers Limited. The Series B convertible preferred stock has a dividend rate of 8% per annum payable in cash. If we elect not to pay a cash dividend for any quarter, then the Series B convertible preferred stock will be treated for purposes of the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend had been paid.

•	The borrowing of $100.0 million of a $125.0 million secured term loan from the Apax affiliates. The additional $25.0 million of the term loan was drawn down on March 14, 2003. This loan was repaid in full in May 2003 with a portion of the net proceeds from the sale of our 8 1/8% senior notes due 2013.

•	$51.6 million of cash-on-hand.

Our Equity Investor

Simultaneously with our acquisition of Calvin Klein, the affiliates of Apax Managers, Inc. and Apax Partners Europe Managers Limited invested $250.0 million in our company through the purchase of shares of our newly-authorized Series B convertible preferred stock. For a description of the Series B convertible preferred stock issued to the Apax affiliates, see "Description of Certain Other Indebtedness and Preferred Stock — Preferred Stock — Series B Convertible Preferred Stock." In addition, in connection with the Calvin Klein acquisition, the Apax affiliates provided us with a secured term loan which we repaid with a portion of the net proceeds from the sale of our 8 1/8% senior notes due 2013.

Apax Partners, one of the world's leading international private equity investment groups, manages and advises more than $12 billion on behalf of institutional investors worldwide. Its cross-border teams of more than 170 investment professionals in the United States, Europe, Israel and Japan work together to identify opportunities in the Retail/Consumer Products, Information Technology, Telecommunications, Healthcare, Media and Financial Services industries. Apax Partners has developed an expertise in retail and consumer-related businesses over the past 30 years. To date, the firm has backed over 80 such companies, including Office Depot, Sunglass Hut, America Online, Sephora, Chevy's, Aigle and Morgan International.

Corporate Information

Phillips-Van Heusen Corporation was incorporated in Delaware in 1976 and is the successor to a business started in 1881 and, with respect to our footwear products, to G.H. Bass & Co., started in 1876. Our executive offices are located at 200 Madison Avenue, New York, New York 10016. Our telephone number is (212) 381-3500 and our corporate website address is www.pvh.com. Information contained on our corporate website is not incorporated by reference into this prospectus, and you should not consider information contained on our corporate website as part of this prospectus.

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SUMMARY OF THE EXCHANGE OFFER

The Initial Offering of Outstanding Notes		We sold the outstanding notes on February 18, 2004 to Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Fleet Securities, Inc. We collectively refer to those parties in this prospectus as the "initial purchasers." The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S.

The Exchange Offer		We are offering to exchange up to $150.0 million aggregate principal amount of 7¼% Senior Notes due 2011, which will be registered under the Securities Act, for up to $150.0 million aggregate principal amount of outstanding 7¼% Senior Notes due 2011. In order to be exchanged, an outstanding note must be properly tendered and accepted. We will issue $1,000 principal amount of exchange notes for each respective $1,000 principal amount of outstanding notes validly tendered and not withdrawn pursuant to this exchange offer. We will issue exchange notes promptly after the expiration of this exchange offer.

Expiration Date		This exchange offer expires at 5:00 p.m., New York City time, on                     , 2004, unless we decide to extend the expiration date, in which case the term "expiration date" means the latest date and time to which we extend this exchange offer. For more information, see "Exchange Offer — Expiration Date; Extensions; Amendments."

Withdrawal Rights		You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of this exchange offer. For more information, see "Exchange Offer — Withdrawal of Tenders."

Conditions to the Exchange Offer		This exchange offer is subject to customary conditions. See "Exchange Offer — Conditions."

Procedures for Tendering Outstanding Notes		If you wish to tender your notes for exchange in this exchange offer, you must transmit to the exchange agent on or before 5:00 p.m., New York City time, on the expiration date either:

		•	an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal which accompanies this prospectus, together with your

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			outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or

		•	if the notes you own are held of record by The Depositary Trust Company (DTC) in book-entry form and you are making delivery, by book-entry transfer, a computer-generated message transmitted by means of DTC's Automated Tender Offer Program System (ATOP) in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, will form a part of a confirmation of book-entry transfer, DTC will facilitate the exchange of your notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of this exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the exchange agent.

		For more information see "Exchange Offer — Procedures for Tendering."

Special Procedures for Beneficial Owners		If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in this exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf. For more information, see "Exchange Offer — Procedures for Tendering."

Guaranteed Delivery Procedures		If you wish to tender your outstanding notes and:

		•	time will not permit your notes or other required documents to reach the exchange agent by 5:00 p.m., New York City time, on the expiration date; or

		•	the procedure for book-entry transfer cannot be completed on time;

		you may tender your notes by completing a notice of guaranteed delivery and complying with the guaranteed delivery procedures. For more information, see "Exchange Offer — Guaranteed Delivery Procedures."

Resales of the Exchange Notes		Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe

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		that the exchange notes you receive in this exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

		•	you are acquiring the exchange notes in the ordinary course of your business;

		•	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in this exchange offer; and

		•	you are not an affiliate of ours within the meaning of Rule 405 of the Securities Act.

		If any of these conditions are not satisfied and you transfer any exchange notes issued to you in this exchange offer without delivering a resale prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

		Each broker-dealer that is issued exchange notes in this exchange offer for its own account in exchange for outstanding notes must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in this exchange offer in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities. For more information, see "Exchange Offer — Resale of the Exchange Notes."

Registration Rights Agreement		In connection with the initial sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers. In that agreement we agreed, among other things, to use our reasonable best efforts to file the registration statement of which this prospectus forms a part with the SEC within 120 days after the date we issued the outstanding notes. We also agreed to cause the registration statement to become effective within 210 days after the date we issued the outstanding notes and to consummate this exchange offer within 40 days after the registration statement becomes effective. This exchange offer is intended to satisfy your rights and our obligations with respect to an exchange offer under the registration rights agreement. If we fail to satisfy those obligations, we agreed

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		to pay additional interest on the outstanding notes. After this exchange offer is complete, you will no longer be entitled to any exchange and certain registration rights with respect to your outstanding notes.

		Under certain circumstances set forth in the registration rights agreement, holders of notes, including holders who are not permitted to participate in this exchange offer or who may not freely sell exchange notes received in this exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of the notes by these holders. For more information, see "Description of the Notes — Registered Exchange Offer; Registration Rights."

Effect on Holders of Outstanding Notes		As a result of making this exchange offer, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms thereof, we will have fulfilled one of the covenants contained in the registration rights agreement and, accordingly, we will not be obligated thereunder to pay additional interest for failure to take these actions. If you are a holder of outstanding notes and you do not tender them in this exchange offer, you will continue to hold them and you will be entitled to all the rights and subject to all the limitations applicable to the outstanding notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon consummation of this exchange offer.

		To the extent that outstanding notes are tendered and accepted in this exchange offer, the trading market for the outstanding notes could be adversely affected.

Consequences of Failure to Exchange		All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for therein and in the indenture governing the notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with this exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act. For more information, see "Exchange Offer — Consequences of Failure to Exchange."

Exchange Agent		SunTrust Bank is serving as the exchange agent in connection with this exchange offer. The address and telephone number of the exchange agent are set forth under "Exchange Offer — Exchange Agent" at page 86.

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Federal Income Tax Considerations		Based upon advice from counsel, we believe that the exchange of outstanding notes for exchange notes will not be a taxable event for U.S. federal income tax purposes. See "Material Federal Income Tax Consequences."

Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes pursuant to this exchange offer. We will pay all of our expenses incident to this exchange offer.

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SUMMARY OF TERMS OF THE EXCHANGE NOTES

The terms of the exchange notes to be issued in this exchange offer are substantially identical in all material respects to those of the outstanding notes, except that:

•	the exchange notes will be registered under the Securities Act;

•	the exchange notes will not be entitled to certain registration rights under the registration rights agreement; and

•	some of the contingent interest rate provisions of the registration rights agreement will no longer be applicable.

The exchange notes will represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. We use the term "notes" in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Issuer		Phillips-Van Heusen Corporation

Securities Offered		$150.0 million aggregate principal amount of 7¼% Senior Notes due 2011.

Maturity Date		February 15, 2011.

Interest		Interest on the exchange notes accrues from the last interest payment date on which interest was paid on the outstanding notes surrendered for them, or, if no interest has been paid on such outstanding notes, from February 18, 2004. We will not pay interest on the outstanding notes accepted for exchange. Interest is payable on February 15 and August 15 of each year, commencing August 15, 2004.

Optional Redemption		We may redeem any of the notes beginning on February 15, 2008. The initial redemption price is 103.625% of their principal amount, plus accrued interest. The redemption price will decline in each year after 2008 and will be 100% of their principal amount, plus accrued interest, beginning on February 15, 2010.

		In addition, before February 15, 2007, we may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of certain equity offerings at 107.25% of their principal amount, plus accrued interest. See "Description of the Notes — Optional Redemption."

Ranking		The notes are our senior unsecured obligations and rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness.

		The notes are effectively subordinated to all of our existing and future secured indebtedness and other secured obligations to the extent of the value of the security for such indebtedness and obligations, including all

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		indebtedness incurred under our senior secured revolving credit facility, our 7¾% debentures due 2023 and our obligation to make contingent purchase price payments to Mr. Calvin Klein in connection with our acquisition of Calvin Klein. In addition, because our subsidiaries have not guaranteed the payment of principal and interest on the notes, the notes are effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

		As of May 2, 2004, we had $399.5 million of indebtedness outstanding on a consolidated basis, including $99.5 million of secured indebtedness (excluding $147.0 million of outstanding letters of credit) and $150.0 million of unsecured pari passu indebtedness (excluding senior indebtedness). See "Description of the Notes — Ranking."

Change of Control		Upon the occurrence of certain change of control events, each holder may require us to repurchase all or a portion of the notes at a purchase price of 101% of their principal amount plus accrued interest, if any, to the date of purchase. See "Description of the Notes — Change of Control."

Covenants		The indenture contains covenants that limit our ability to:

		•	incur or guarantee additional indebtedness;

		•	pay dividends or make distributions on, or redeem or repurchase, our capital stock or subordinated indebtedness;

		•	make other restricted payments, including investments;

		•	enter into arrangements that restrict dividends from our subsidiaries;

		•	sell or otherwise dispose of assets, including capital stock of our subsidiaries;

		•	enter into transactions with affiliates;

		•	issue stock of subsidiaries;

		•	create certain liens;

		•	enter into sale/leaseback transactions; and

		•	consolidate or merge or sell all or substantially all of our assets and the assets of our subsidiaries.

		In addition, we are obligated to offer to repurchase the notes at a price of 100% of their principal amount plus accrued interest to the date of repurchase in the event of certain asset sales.

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		These restrictions and prohibitions are subject to a number of important qualifications and exceptions. See "Description of the Notes — Certain Covenants."

Registration Rights		Upon consummation of this exchange offer, holders of notes will no longer have any rights under the registration rights agreement, except to the extent that we have continuing obligations to file a shelf registration statement and that some of the contingent interest rate provisions may be applicable in certain circumstances.

Absence of a Public Market for the Exchange Notes		The exchange notes generally will be freely transferable, but they will also be new securities for which there will be no established market. Although the initial purchasers have informed us of their intention to make a market in the exchange notes, they are not obligated to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you as to the development or liquidity of any market for the exchange notes.

Use of Proceeds		We will not receive any cash proceeds from this exchange offer.

Risk Factors

Investing in the notes involves substantial risks. You should carefully consider the risk factors set forth under the caption "Risk Factors" beginning on page 22 and the other information in this prospectus before participating in this exchange offer.

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SUMMARY HISTORICAL FINANCIAL INFORMATION

The following summary of our historical financial information for the three-year period ended February 1, 2004 was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004, which is incorporated by reference in this prospectus. The following summary of our historical financial information for the thirteen weeks ended May 4, 2003 and May 2, 2004 was derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended May 2, 2004, which is incorporated by reference in this prospectus. The results for the thirteen weeks ended May 4, 2003 and May 2, 2004, which, in our opinion, reflect all known adjustments, consisting only of normal recurring accruals, are not necessarily indicative of those for a full fiscal year due, in part, to seasonal factors.

Because the information below is a summary, you should read the following information in conjunction with the other information contained under the captions "Selected Historical Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004 and our Quarterly Report on Form 10-Q for the quarter ended May 2, 2004, which are incorporated by reference in this prospectus.

				Fiscal Year												Thirteen Weeks Ended
				2001				2002				2003				May 4, 2003				May 2, 2004
								(in thousands)								(unaudited)
Income Statement Data:
Total revenues				$	1,431,892			$	1,404,973			$	1,582,011			$	383,677			$	381,283
Cost of goods sold					925,662				873,743				924,477				222,063				207,951
Gross profit					506,230				531,230				657,534				161,614				173,332
Selling, general and administrative expenses					465,091				462,195				601,752				156,312				153,038
Gain on sale of investment													3,496	(1)
Income before interest and taxes					41,139				69,035				59,278				5,302				20,294
Interest expense					24,753				23,892				37,476				8,657				18,181
Interest income					302				1,163				1,104				93				338
Income tax expense (benefit)					6,008				15,869				8,200				(1,109	)			858
Net income (loss)				$	10,680			$	30,437			$	14,706			$	(2,153	)		$	1,593
Preferred stock dividends													20,027				4,493				5,281
Net loss available to common stockholders												$	(5,321	)		$	(6,646	)		$	(3,688	)
Cash Flow and Other Data:
Depreciation and amortization				$	25,734			$	25,678			$	28,570			$	6,776			$	7,056
Capital expenditures					33,406				29,451				31,970				2,894				4,137
EBITDA (2)					66,873				94,713				87,848				12,078				27,350
Cash flows provided by (used in) operating activities					63,653				105,228				56,223				(53,747	)			17,049
Cash flows used in investing activities					(39,006	)			(29,451	)			(433,256	)			(415,826	)			(9,397	)
Cash flows provided by (used in) financing activities				$	(1,291	)		$	(2,235	)		$	392,900			$	372,019			$	(17,655	)
Balance Sheet Data (at end of period):
Cash				$	43,579			$	117,121			$	132,988			$	19,567			$	122,985
Working capital					290,942				323,688				306,048				284,735				300,265
Total assets					708,933				771,700				1,439,283				1,214,103				1,421,717
Senior debt					99,481				99,491				249,501				224,493				399,504
Total debt					248,935				249,012				399,097				374,033				399,504
Stockholders' equity				$	265,727			$	272,227			$	296,157			$	294,084			$	292,047

(1)	We sold our minority interest in Gant Company AB in the second quarter of fiscal 2003 for $17.2 million, net of related fees, which resulted in a one-time pre-tax gain of $3.5 million.

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(2)

EBITDA is a "non-GAAP financial measure" as defined under Item 10(e) of Regulation S-K promulgated under the Exchange Act. EBITDA represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization. EBITDA is provided because we believe it is an important measure of liquidity. EBITDA is used under our revolving credit facility to determine the applicable interest rate on our outstanding loans. In addition, EBITDA is used in determining whether we can undertake an acquisition under our revolving credit facility, and whether we will be able to incur additional indebtedness under the indenture which will govern the notes. You should not construe EBITDA as an alternative to net income (loss) as an indicator of our operating performance, or as an alternative to cash flows from operating activities as a measure of our liquidity, as determined in accordance with generally accepted accounting principles. We may calculate EBITDA differently than other companies.

	Net income (loss) in accordance with generally accepted accounting principles is reconciled to EBITDA as follows:

				Fiscal Year												Thirteen Weeks Ended
				2001				2002				2003				May 4, 2003				May 2, 2004
								(in thousands)
Net income (loss)				$	10,680			$	30,437			$	14,706			$	(2,153	)		$	1,593
Income tax expense (benefit)					6,008				15,869				8,200				(1,109	)			858
Interest expense					24,753				23,892				37,476				8,657				18,181
Interest income					302				1,163				1,104				93				338
Depreciation and amortization					25,734				25,678				28,570				6,776				7,056
EBITDA				$	66,873			$	94,713			$	87,848			$	12,078			$	27,350

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SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following summary pro forma financial information was derived from our unaudited pro forma condensed consolidated financial information included in this prospectus under the caption "Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma condensed consolidated financial information is based on our audited consolidated financial statements. The unaudited pro forma condensed consolidated income statement for our fiscal year ended February 1, 2004 gives effect to our acquisition of Calvin Klein and the related financing as if they had occurred on February 3, 2003.

The summary pro forma financial information does not purport to represent what our results of operations or financial position would have been had the Calvin Klein acquisition and the related financing in fact occurred at any date, nor does this information purport to project our results of operations or financial position for any future period or at any future date. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable.

Because the information below is a summary, you should read the following information in conjunction with the other information contained under the captions "Unaudited Pro Forma Condensed Consolidated Financial Information," "Selected Historical Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004, which is incorporated by reference in this prospectus.

				Pro Forma
				Fiscal Year
				2003
				(in thousands)
Income Statement Data:
Total revenues				$	1,586,575
Cost of goods sold					925,307
Gross profit					661,268
Selling, general and administrative expenses					605,783
Gain on sale of investment (1)					3,496
Income before interest and taxes					58,981
Interest expense					37,723
Interest income					1,087
Income tax expense					8,009
Net income					14,336
Preferred stock dividends (2)					20,550
Net loss available to common stockholders				$	(6,214	)
Other Data:
Depreciation and amortization				$	28,573
Capital expenditures					31,970

(1)	We sold our minority interest in Gant in the second quarter of fiscal 2003 for $17.2 million, net of related fees, which resulted in a one-time pre-tax gain of $3.5 million.

(2)	Reflects a dividend of 8% on the Series B convertible preferred stock. If we elect not to pay a cash dividend for any quarter, then the Series B convertible preferred stock will be treated for

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	purposes of the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend had been paid. We elected not to pay cash dividends in each of the first three quarters of fiscal 2003.

Subsequent to our acquisition of Calvin Klein, we entered into an agreement with Vestimenta to license the Calvin Klein men's and women's high-end collection apparel businesses, commencing with the Spring 2004 collection. Under the license agreement with Vestimenta, effective January 1, 2004, we transferred the operations of the businesses to Vestimenta. If the operating results of the men's and women's high-end collection apparel businesses for fiscal 2003 were to reflect the transactions contemplated by our agreement with Vestimenta, then pro forma total revenues would have been reduced by $20.0 million, depreciation and amortization would not have changed materially, pro forma income before interest and taxes would have increased by $20.2 million and pro forma net income would have increased by $13.1 million. As part of our agreement with Vestimenta, we continue to design the collection apparel and, accordingly, design costs, as well as certain marketing costs we agreed to continue, have not been eliminated in calculating these amounts.

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RISK FACTORS

An investment in our notes involves a high degree of risk. You should carefully consider the following risks, in addition to the other information contained in this prospectus and the documents to which we have referred you, before participating in this exchange offer.

Risks Related to Our Business and our Industry

We may not be able to realize revenue growth from Calvin Klein.

A significant portion of our business strategy involves growing our Calvin Klein businesses. Our realization of any revenue growth from our Calvin Klein businesses will depend largely upon our ability to:

•	develop, and obtain selling space for, a Calvin Klein men's better sportswear line and successfully design and market that line over time;

•	successfully develop the licensing relationship with Kellwood and G.A.V. for a Calvin Klein women's better sportswear line;

•	successfully develop the licensing relationship with Vestimenta for the men's and women's high-end collection apparel businesses;

•	open and successfully operate a chain of Calvin Klein retail outlet stores in premium outlet malls;

•	maintain and enhance the distinctive brand identity of Calvin Klein;

•	maintain good working relationships with Calvin Klein's licensees and enter into new licensing arrangements; and

•	execute our strategies for the Calvin Klein brands without adversely impacting our existing business.

We cannot assure you that we can successfully execute any of these actions or our growth strategy for the Calvin Klein brands or that the launch of our Calvin Klein men's better sportswear line or the launch of any other Calvin Klein branded products by us or our licensees will achieve the degree of consistent success necessary to generate profits or positive cash flow. Our ability to successfully carry out our growth strategy may be affected by, among other things, our ability to enhance our relationships with existing customers to obtain additional selling space and develop new relationships with apparel retailers, economic and competitive conditions, changes in consumer spending patterns and changes in consumer tastes and style trends. If we fail to develop and grow successfully our Calvin Klein businesses, our financial condition and results of operations may be materially and adversely affected.

A substantial portion of our revenues and gross profit is derived from a small number of large customers and the loss of any of these customers could substantially reduce our revenues.

A few of our customers, including Federated, JCPenney, Kohl's, May and Wal-Mart, account for significant portions of our revenues. Sales to our five largest customers were 27.2% of our revenues in fiscal 2003, 30.7% of our revenues in fiscal 2002 and 27.7% of our revenues in fiscal 2001. We do not have long-term agreements with any of our customers and purchases generally occur on an order-by-order basis. A decision by any of our major customers, whether motivated by competitive conditions, financial difficulties or otherwise, to decrease significantly the amount of merchandise purchased from us or our licensing or other business partners, or to change their manner of doing business with us or our licensing or other business partners, could substantially reduce our revenues and have a material adverse effect on our financial condition and results of operations. The retail industry has, in the past, experienced a great deal of consolidation and other ownership changes. Retailers, in the future, may further consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our products or increase the ownership concentration within the retail industry. These changes could increase our reliance on a smaller number of large customers.

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Our business could be adversely affected by financial instability experienced by our customers.

During the past several years, various retailers have experienced significant financial difficulties, which have resulted in bankruptcies, liquidations and store closings. We sell our products primarily to national and regional department, mid-tier department and mass market stores in the United States on credit and evaluate each customer's financial condition on a regular basis in order to determine the credit risk we take in selling goods to them. The financial difficulties of a customer could cause us to curtail business with that customer and we may be unable to shift sales to another viable customer. We may also assume more credit risk relating to receivables of a customer experiencing financial instability. Should these circumstances arise with respect to our customers, our inability to shift sales or to collect on our trade accounts receivable from any one of our customers could substantially reduce our revenues and have a material adverse effect on our financial condition and results of operations.

We primarily use foreign suppliers for our products and raw materials, which poses risks to our business operations.

During fiscal 2003, in excess of 95% of our apparel products and 95% of our raw materials for apparel were produced by and purchased or procured from independent manufacturers located in countries in the Far East, Indian subcontinent, Middle East, Caribbean and Central America. We believe that we are one of the largest procurers of shirting fabric in the world. Additionally, 100% of our footwear products and of the raw materials therefor were produced by and purchased or procured from independent manufacturers located in countries in the Far East, Europe, South America and the Caribbean. Although no single supplier and no one country is critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations:

•	political or labor instability in countries where contractors and suppliers are located;

•	political or military conflict involving the United States, which could cause a delay in the transportation of our products and raw materials to us and an increase in transportation costs;

•

heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands;

•	a significant decrease in availability or increase in cost of raw materials, particularly petroleum-based synthetic fabrics, which are currently in high demand;

•	disease epidemics and health related concerns, such as the SARS outbreak and the mad cow and hoof and mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;

•	the migration and development of manufacturers, which can affect where our products are or are planned to be produced;

•	imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed;

•	imposition of duties, taxes and other charges on imports;

•	significant fluctuation of the value of the dollar against foreign currencies; and

•	restrictions on transfers of funds out of countries where our foreign licensees are located.

If our manufacturers fail to use acceptable ethical business practices, our business could suffer.

We require our manufacturers to operate in compliance with applicable laws, rules and regulations regarding working conditions, employment practices and environmental compliance.

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Additionally, we impose upon our business partners, operating guidelines that require additional obligations in those areas in order to promote ethical business practices, and our staff periodically visits and monitors the operations of our independent manufacturers to determine compliance. However, we do not control our independent manufacturers or their labor and other business practices. If one of our manufacturers violates labor or other laws or implements labor or other business practices that are generally regarded as unethical in the United States, the shipment of finished products to us could be interrupted, orders could be cancelled, relationships could be terminated and our reputation could be damaged. Any of these events could have a material adverse effect on our revenues and, consequently, our results of operations.

Our reliance on independent manufacturers could cause delay and damage customer relationships.

In fiscal 2003, we relied upon independent third parties for the manufacture of more than 95% of our apparel products and 100% of our footwear products. We do not have long-term contracts with any of our suppliers. A manufacturer's failure to ship products to us in a timely manner or to meet required quality standards could cause us to miss the delivery date requirements of our customers for those products. As a result, customers may cancel their orders, refuse to accept deliveries or demand reduced prices. Any of these actions taken by our customers may have a material adverse effect on our revenues and, consequently, our results of operations.

As a result of our acquisition of Calvin Klein, we have increased our dependence on revenues from royalty and other revenues.

In fiscal 2003, $143.1 million, or 9.0%, of our revenues were derived from licensing royalties and other revenues, principally in our Calvin Klein Licensing segment. A few of our Calvin Klein Licensing segment's business partners, including Warnaco, Unilever and Marchon Eyewear, account for significant portions of its revenues. Royalty and other revenues from our Calvin Klein Licensing segment's three largest business partners accounted for approximately 54% of its royalty and other revenues in fiscal 2003. The operating profit associated with our Calvin Klein Licensing segment's royalty and other revenues is significant because the operating expenses directly associated with administering and monitoring an individual licensing or similar agreement are minimal. Therefore, the loss of a significant business partner, whether due to the termination or expiration of the relationship, the cessation of the business partner's operations or otherwise (including as a result of financial difficulties), without an equivalent replacement, could materially affect our profitability. For example, Warnaco accounted for approximately 26% of our Calvin Klein Licensing segment's royalty and other revenues, in fiscal 2003. Although Warnaco has emerged from bankruptcy proceedings, no assurance can be given as to its future financial stability. While we generally have significant control over our business partners' products and advertising, we rely on our business partners for, among other things, operational and financial controls over their businesses. Our business partners' failure to successfully market licensed products or our inability to replace our existing business partners could adversely affect our revenues both directly from reduced royalty and other revenues and indirectly from reduced sales of our other products. Risks are also associated with a business partner's ability to:

•	obtain capital;

•	manage its labor relations;

•	maintain relationships with its suppliers;

•	manage its credit risk effectively; and

•	maintain relationships with its customers.

In addition, we rely on our business partners to preserve the value of our brands. Although we make every attempt to protect our brands through, among other things, approval rights over design, production quality, packaging, merchandising, distribution, advertising and promotion of our products, we cannot assure you that we can control the use by our business partners of each of our licensed brands. The misuse of our brands by a business partner could have a material adverse effect on our

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business, financial condition and results of operations. For example, Calvin Klein in the past has been involved in legal proceedings with Warnaco with respect to certain quality and distribution issues. As a result of our acquisition of Calvin Klein, Warnaco is entitled to control design and advertising related to the sale of underwear, intimate apparel and sleepwear products bearing the Calvin Klein brands. We cannot assure you that Warnaco will maintain the same standards of design and advertising previously maintained by Calvin Klein, although we believe they are generally obligated to do so.

Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop.

Our retail stores are located principally in outlet malls, which are typically located in or near vacation destinations or away from large population centers where department stores and other traditional retailers are concentrated. As a result, fuel shortages, increased fuel prices, travel restrictions, travel concerns, bad weather and other circumstances, including as a result of war, terrorist attacks or the perceived threat of war or terrorist attacks, which would lead to decreased travel, could have a material adverse affect on us, as was the case after the September 11th terrorist attacks. Other factors which could affect the success of our stores include:

•	the location of the mall or the location of a particular store within the mall;

•	the other tenants occupying space at the mall;

•	increased competition in areas where the outlet malls are located;

•	a downturn in the economy generally or in a particular area where an outlet mall is located; and

•	the amount of advertising and promotional dollars spent on attracting consumers to the malls.

We may be unable to protect our trademarks and other intellectual property rights.

Our trademarks and other intellectual property rights are important to our success and our competitive position. We are susceptible to others imitating our products and infringing our intellectual property rights. Since our acquisition of Calvin Klein, we are more susceptible to infringement of our intellectual property rights, as the Calvin Klein brands enjoy significant worldwide consumer recognition and the generally higher pricing of Calvin Klein branded products creates additional incentive for counterfeiters and infringers. Imitation or counterfeiting of our products or infringement of our intellectual property rights could diminish the value of our brands or otherwise adversely affect our revenues. We cannot assure you that the actions we have taken to establish and protect our trademarks and other intellectual property rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to invalidate our trademarks or block sales of our products as a violation of the trademarks and intellectual property rights of others. In addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other intellectual property rights of ours or in marks that are similar to ours or marks that we license and/or market or that we will be able to successfully resolve these types of conflicts to our satisfaction. In some cases, there may be trademark owners who have prior rights to our marks because the laws of certain foreign countries may not protect intellectual property rights to the same extent as do the laws of the United States. In other cases there may be holders who have prior rights to similar marks. For example, we were involved in a proceeding relating to a company's claim of prior rights to the IZOD mark in Mexico, and Calvin Klein was involved in a proceeding relating to a company's claim of prior rights to the Calvin Klein mark in Chile. We are currently involved in opposition and cancellation proceedings with respect to marks similar to some of our brands, both domestically and internationally.

The success of our Calvin Klein businesses depends on the value of our Calvin Klein brands, and if the value of those brands were to diminish, our business could be adversely affected.

Our success depends on our brands and their value. The Calvin Klein name is integral to our existing Calvin Klein businesses, as well as to the implementation of our strategies for growing and

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expanding our Calvin Klein businesses. Although Mr. Klein will continue as a consultant until February 2006, he is no longer a member of management. Our Calvin Klein business could be adversely affected if there is a perception by consumers that, as a result of the sale of the business, Mr. Klein's role has changed in a manner that is disadvantageous to the Calvin Klein business. The Calvin Klein brands could be adversely affected if Mr. Klein's public image or reputation were to be tarnished. We may seek in the future stockholder approval to change the name of our company to "Calvin Klein Inc." or a similar name. Any such name change could increase our risks related to the public perception of the Calvin Klein name. In addition, we market some of our products under the names and brands of other recognized designers: Geoffrey Beene, Kenneth Cole, Max Azria, Michael Kors and Sean John "P. Diddy" Combs. Our sales of those products could be materially and adversely affected if any of those designer's images or reputations were to be negatively impacted.

Our revenues and profits are cyclical and sensitive to general economic conditions, consumer confidence and spending patterns.

The fashion and apparel industry has historically been subject to substantial cyclical variations and is particularly affected by adverse trends in the general economy, with consumer spending tending to decline during recessionary periods. The success of our operations depends on consumer spending. Consumer spending is impacted by a number of factors, including actual and perceived economic conditions affecting disposable consumer income (such as unemployment, wages and salaries), business conditions, interest rates, availability of credit and tax rates in the general economy and in the international, regional and local markets where our products are sold. Any significant deterioration in general economic conditions or increases in interest rates could reduce the level of consumer spending and inhibit consumers' use of credit. In addition, war, terrorist activity or the threat of war and terrorist activity may adversely affect consumer spending, and thereby have a material adverse effect on our financial condition and results of operations.

We face intense competition in the fashion and apparel industry.

Competition is strong in the segments of the fashion and apparel industry in which we operate. We compete with numerous domestic and foreign designers, brands and manufacturers of apparel, accessories and footwear, some of which are significantly larger or more diversified or have greater resources than we do. In addition, through their use of private label programs, we compete directly with our wholesale customers. We compete within the fashion and apparel industry primarily on the basis of:

•	anticipating and responding to changing consumer tastes and demands in a timely manner and developing attractive, quality products;

•	maintaining favorable brand recognition;

•	appropriately pricing products and creating an acceptable value proposition for customers;

•	providing strong and effective marketing support;

•	ensuring product availability and optimizing supply chain efficiencies with third-party manufacturers and retailers; and

•	obtaining sufficient retail floor space and effective presentation of our products at retail.

We attempt to minimize risks associated with competition, including risks related to changing style trends and product acceptance, by closely monitoring retail sales trends. The failure, however, to compete effectively or to keep pace with rapidly changing markets could have a material adverse effect on our business, financial condition and results of operations. In addition, if we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities with others.

The loss of members of our executive management and other key employees could have a material adverse effect on our business.

We depend on the services and management experience of Bruce J. Klatsky, Mark Weber and other of our executive officers who have substantial experience and expertise in our business. We also

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depend on key employees involved in our licensing, design and advertising operations. Competition for qualified personnel in the fashion and apparel industry is intense, and competitors may use aggressive tactics to recruit our key employees. The unexpected loss of services of one or more of these individuals could materially adversely affect us.

Significant influence by certain stockholders.

In connection with our acquisition of Calvin Klein, the Apax affiliates purchased our Series B convertible preferred stock, which, as of May 31, 2004, was convertible by them into 38.1% of our outstanding common stock. If we elect not to pay a cash dividend for any quarter, then the Series B convertible preferred stock will be treated for purposes of the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend had been paid. As a result, it is possible that if we do not pay a cash dividend in any quarter through the second quarter of fiscal 2010 (assuming no further issuances of common stock, including as a result of the exercise of stock options), a change in control will result under our existing various indentures and certain other agreements. See "— We may not be able to repurchase the notes upon a change of control" below.

While the holders of our Series B convertible preferred stock are prohibited from initiating a take-over, in certain circumstances they may be able to participate in a bidding process initiated by a third party. As long as affiliates of the Apax affiliates own at least 50% of the shares of our Series B convertible preferred stock initially sold to the Apax affiliates, they will have the ability to prevent a change of control, or a sale of all or substantially all of our assets. Additionally, as long as 50% of our Series B convertible preferred stock remains outstanding, the holders of our Series B convertible preferred stock will have a right to purchase their pro rata share of newly-issued securities. The holders of our Series B convertible preferred stock have certain additional rights, including the right to approve the issuance of certain new series of our preferred stock, which could also have the effect of discouraging a third party from pursuing a non-negotiated takeover, and preventing changes in control, of our company. See "Description of Certain Other Indebtedness and Preferred Stock — Preferred Stock — Series B Convertible Preferred Stock."

As a result of the rights related to their ownership of our Series B convertible preferred stock, the Apax affiliates have substantial influence over our company, including by virtue of their right to elect separately as a class three directors and to have one of their directors serve on the audit, compensation, nominating and executive committees of our board subject to applicable law, rule and regulation. In addition, circumstances may occur in which the interests of the Apax affiliates, as preferred equity investors, are in conflict with your interests as holders of the notes.

Risks Related to the Exchange Offer

If you do not exchange your outstanding notes, they will continue to be subject to restrictions on transfer.

If you do not exchange your outstanding notes for exchange notes in this exchange offer, you will continue to be subject to the restrictions on transfer of your outstanding notes described in the legend on the certificates for your outstanding notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the outstanding notes under the Securities Act.

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures.

We will not accept your outstanding notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other

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required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your outstanding notes, letter of transmittal and other required documents by the expiration date of this exchange offer or you do not otherwise comply with the guaranteed delivery procedures for tendering your notes, we may not accept your outstanding notes for exchange. Neither we nor the exchange agent is under a duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of outstanding notes, we will not accept your outstanding notes for exchange unless we decide in our sole discretion to waive those defects or irregularities.

Some holders who exchange their outstanding notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your outstanding notes in this exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Because there is no public market for the exchange notes, you may not be able to resell them.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

•	the liquidity of any trading market that may develop;

•	the ability of holders to sell their exchange notes; or

•	the price at which the holders will be able to sell their exchange notes.

We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through an automated quotation system. If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures, our financial performance and the interest of securities dealers in making a market in the exchange notes.

We understand that the initial purchasers presently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making activity with respect to the exchange notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act, and may be limited during this exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active market will exist for the exchange notes or that any trading market that does develop will be liquid.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the exchange notes will be subject to disruptions. Any such disruptions may have a negative effect on you, as a holder of the exchange notes, regardless of our prospects and financial performance.

Risks Related to the Notes

Our substantial level of debt could impair our financial condition.

We currently have a substantial amount of debt. As of May 2, 2004, we had $399.5 million of outstanding debt (excluding $147.8 million of outstanding letters of credit and guarantees), including $99.5 million of secured debt (excluding $147.0 million of outstanding letters of credit), representing 41.8% of our total capitalization. Our significant level of debt could have important consequences to you, including:

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•	requiring a substantial portion of our cash flows from operations be used for the payment of interest on our debt, therefore reducing the funds available to us for our operations or other capital needs;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate because our available cash flow after paying principal and interest on our debt may not be sufficient to make the capital and other expenditures necessary to address these changes;

•	increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and cash flow, we will be required to devote a proportionally greater amount of our cash flow to paying principal and interest on our debt;

•	limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions and general corporate requirements;

•	placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures and general corporate requirements; and

•	any borrowings we make at variable interest rates, including our revolving credit facility, leave us vulnerable to increases in interest rates generally.

Servicing our debt, including the notes, will require a significant amount of cash and we may be unable to generate sufficient cash flow due to many factors, some of which are beyond our control.

Our ability to make payments with respect to our obligations under the notes and our other outstanding debt depends on our future operating performance. Our performance will be affected by our ability to operate and expand profitably our Calvin Klein business and by prevailing economic conditions and financial, competitive, business and other factors, many of which are beyond our control.

As a result of the financing of our acquisition of Calvin Klein, including through the sale of our 8 1/8% senior notes due 2013, our interest expense increased. Our business may not generate sufficient cash flow from operations, we may not realize our currently anticipated revenues, cost savings and operating performance and we may not have sufficient future borrowings available to us to pay our debt. If we are unable to meet our debt service obligations or fund our other liquidity needs, including our obligation to pay Mr. Klein contingent purchase price payments, we could be forced to reduce or delay capital expenditures, forego other business opportunities, sell material assets or operations, restructure or refinance our debt, obtain additional capital or renegotiate, replace or terminate arrangements. Some of these transactions could occur at times and on terms that are less advantageous or disadvantageous to us or may not be available to us at all, which could cause us to default on our obligations and impair our liquidity. Because a significant portion of our assets is pledged as security to the lenders under our revolving credit facility, we may not be able to restructure or refinance our debt on satisfactory terms, if at all. In addition, if we fail to pay Mr. Klein a contingent purchase price payment when due and such failure to pay continues for 60 days or more after a final judgment by a court is rendered relating to our failure to pay, Mr. Klein will no longer be restricted from competing with us as he otherwise would be under the non-competition provisions contained in the purchase agreement relating to our acquisition of Calvin Klein, although he would still not be able to use any of the Calvin Klein brands or any similar trademark in any competing business.

Despite our current debt levels, we will be able to incur substantially more debt, which could increase the risks described above.

We have the right to incur substantial debt in the future. As of May 2, 2004, we had $178.0 million available for borrowing under our revolving credit facility. In addition, although the indentures governing our 8 1/8% senior notes due 2013, our 7¾% debentures due 2023 and the notes each contain

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restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and additional debt incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face would intensify.

Covenant restrictions under our revolving credit facility and our indentures impose significant operating and financial restrictions on us and may limit our ability to operate our business and to make payments on the notes.

Our revolving credit facility, the indenture governing the notes and the agreements and instruments governing our other outstanding debt contain covenants that restrict our ability to finance future operations or capital needs, to take advantage of other business opportunities that may be in our interest or to satisfy our obligations under the notes. These covenants restrict our ability to, among other things:

•	incur or guarantee additional debt or extend credit;

•	pay dividends or make distributions on, or redeem or repurchase, our capital stock or subordinated debt;

•	make other restricted payments, including investments;

•	dispose of assets;

•	engage in transactions with affiliates;

•	enter into agreements restricting our subsidiaries' ability to pay dividends;

•	create liens on our assets or engage in sale/leaseback transactions; and

•	effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all of our assets.

In addition, our revolving credit facility requires us to maintain certain levels of excess borrowing base availability and in certain cases comply with a specified financial ratio, which may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. Events beyond our control, including changes in general business and economic conditions, may affect our ability to meet these requirements. A breach of any of these covenants, or our inability to comply with the financial ratio, would result in a default under our revolving credit facility. If an event of default under our revolving credit facility occurs, the lenders could elect to declare all amounts outstanding under the revolving credit facility, together with accrued interest, to be immediately due and payable which would result in acceleration of our other debt, including the notes. If we were unable to repay any such borrowings when due, the revolving credit facility lenders could proceed against their collateral, which also secures some of our other indebtedness. Under that circumstance, we may not have sufficient funds to pay the notes.

Also, under the indenture governing our 7¾% debentures due 2023, if we pay any dividend on or acquire our capital stock which would cause us to be unable to meet a specified financial test, then the holders of the debentures would have a right to have their notes redeemed. If this were to occur, we may not have sufficient funds to satisfy this obligation. See "Description of Certain Other Indebtedness and Preferred Stock — 7¾% Debentures."

The notes are effectively subordinated to our secured obligations and all obligations of our subsidiaries.

The notes are our general, unsecured obligations. Therefore, the notes are effectively subordinated to all of our secured debt, to the extent of the value of the collateral, and all debt and other obligations, including trade payables, of our subsidiaries. As of May 2, 2004, we had $99.5 million of secured debt (excluding $147.0 million of outstanding letters of credit). All obligations under our revolving credit facility are secured by liens on substantially all of our assets and our domestic subsidiaries' assets, including the working capital assets of our domestic Calvin Klein

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subsidiaries, and a pledge of all of the equity interests in our Calvin Klein subsidiaries. In addition, our 7¾% debentures due 2023 are secured by liens on all collateral securing our revolving credit facility, ratably with our revolving credit facility lenders. Our obligation to make contingent purchase price payments to Mr. Calvin Klein is secured by a subordinated pledge of all of the equity interests in our Calvin Klein subsidiaries and a subordinated lien on substantially all of our domestic Calvin Klein subsidiaries' assets.

As of May 2, 2004, our subsidiaries had $179.8 million of total outstanding liabilities, including subsidiary guarantees totalling $147.0 million for outstanding letters of credit under our revolving credit facility. In addition, our Calvin Klein subsidiaries have guaranteed our obligation to make contingent purchase price payments to Mr. Klein.

The effect of this subordination is that, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving us or a subsidiary, the assets of the affected entity could not be used to pay you until after:

•	all secured claims against the affected entity have been fully paid; and

•	if the affected entity is a subsidiary, all other claims against that subsidiary, including trade payables, have been fully paid.

Holders of the notes will participate ratably in our remaining assets with all holders of our other unsecured debt that is deemed to be of the same class as the notes or which is not expressly subordinated to the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. If any of the foregoing events were to occur, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured debt.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of a change of control, we will be required to make an offer to you in cash to repurchase all or any part of your notes at 101% of their principal amount, plus accrued and unpaid interest. The occurrence of a change of control under the indenture governing our 8 1/8% due 2013 also would trigger the same repurchase requirement as the notes. If a change of control occurs, we may not have sufficient funds at that time to pay the purchase price for all tendered notes. In addition, our ability to effect a redemption of the notes upon a change in control may be impaired by the effect of various provisions in agreements governing our existing debt obligations. The occurrence of a change in control will result in an event of default under our revolving credit facility and permit the lenders to accelerate the maturity of all of the obligations under the revolving credit facility and to pursue their rights and remedies including foreclosure of their liens upon our and our subsidiaries' assets. A change in control would further result in an event of default under the agreements governing the collateral for our contingent payment obligations to Mr. Klein and would permit Mr. Klein to foreclose his lien on the equity interests in our Calvin Klein subsidiaries and on substantially all of the assets of our domestic Calvin Klein subsidiaries. Furthermore, under the indenture governing our 7¾% debentures due 2023, a default under the revolving credit facility as a result of a change in control would constitute an event of default under that indenture entitling the holders to accelerate the maturity of the debentures and exercise their rights and remedies.

In the event that a change of control occurs at a time when we are prohibited from repurchasing the notes, we could seek the consent of the revolving credit facility lenders and the other holders of our debt to repurchase the notes or could attempt to refinance those borrowings. If we do not obtain their consent or refinance the borrowings, we will remain prohibited from repurchasing the notes, which would constitute an event of default under the indenture governing the notes. In addition, we may not have the financial resources necessary to repurchase the notes upon a change in control, particularly if that change of control event triggers a similar repurchase requirement for, or results in the acceleration of, any of our other debt. Any debt agreements we enter into in the future may contain similar provisions. Certain transactions that constitute a change of control under our existing and future debt instruments may not constitute a change of control under the indenture governing the notes.

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Your right to require us to redeem the notes is limited.

The holders of the notes have limited rights to require us to purchase or redeem the notes in the event of a takeover, recapitalization or similar restructuring, including an issuer recapitalization or similar transaction with management. The change of control provisions of the indenture governing the notes may not afford protection to the holders of the notes if such transactions were to occur, including a transaction initiated by us or certain "permitted holders" described in the indenture, if the transaction does not result in a change of control or otherwise result in an event of default under the indenture. See "Description of the Notes — Change of Control."

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USE OF PROCEEDS

We will receive no proceeds from the exchange of outstanding notes pursuant to this exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of the outstanding notes, the terms of which are substantially identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

Our net proceeds from the sale of the outstanding notes (after deducting discounts payable to the initial purchasers and our offering expenses) were approximately $145.0 million.

CAPITALIZATION

The following table sets forth our capitalization and cash and cash equivalents at May 2, 2004. This table should be read in conjunction with the other information contained under the captions "Selected Historical Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004 and our Quarterly Report on Form 10-Q for the quarter ended May 2, 2004, which are incorporated by reference in this prospectus.

				May 2, 2004
				(in thousands)
Cash and cash equivalents				$	122,985
Long-term debt
7¾% debentures due 2023				$	99,504
8 1/8% senior notes due 2013					150,000
7¼% outstanding notes due 2011					150,000
Total senior debt					399,504
Total long-term debt					399,504
Series B convertible preferred stock					264,746
Total stockholders' equity					292,047
Total capitalization				$	956,297

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SELECTED HISTORICAL FINANCIAL INFORMATION

The selected historical financial information presented below as of and for each of our fiscal years ended January 30, 2000, February 4, 2001, February 3, 2002, February 2, 2003 and February 1, 2004 is derived from our audited consolidated financial statements. The selected historical financial information presented below as of and for each of the thirteen weeks ended May 4, 2003 and May 2, 2004 is derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended May 2, 2004, which is incorporated by reference in this prospectus. The results for the thirteen weeks ended May 4, 2003 and May 2, 2004, which, in our opinion, reflect all known adjustments, consisting only of normal recurring accruals, are not necessarily indicative of those for a full fiscal year due, in part, to seasonal factors. Our selected historical financial information should be read in conjunction with the other information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004 and our Quarterly Report on Form 10-Q for the quarter ended May 2, 2004, which are incorporated by reference in this prospectus, and other financial and statistical information included elsewhere in this prospectus.

				Fiscal Year																				Thirteen Weeks Ended
				1999				2000				2001				2002				2003				May 4, 2003				May 2, 2004
				(in thousands, except per share data)																				(unaudited)
Income Statement Data:
Net sales				$	1,267,790			$	1,447,934			$	1,421,046			$	1,393,207			$	1,438,891			$	347,581			$	339,623
Royalty and other revenues					3,700				7,614				10,846				11,766				143,120				36,096				41,660
Total revenues					1,271,490				1,455,548				1,431,892				1,404,973				1,582,011				383,677				381,283
Cost of goods sold					820,464				950,176				925,662				873,743				924,477				222,063				207,951
Gross profit					451,026				505,372				506,230				531,230				657,534				161,614				173,332
Selling, general and administrative expenses					402,716				434,835				465,091				462,195				601,752				156,312				153,038
Gain on sale of investment (1)																					3,496
Income before interest and taxes					48,310				70,537				41,139				69,035				59,278				5,302				20,294
Interest expense					24,209				24,852				24,753				23,892				37,476				8,657				18,181
Interest income					1,779				2,530				302				1,163				1,104				93				338
Income (loss) before income taxes					25,880				48,215				16,688				46,306				22,906				(3,262	)			2,451
Income tax expense (benefit)					9,007				18,115				6,008				15,869				8,200				(1,109	)			858
Net income (loss)				$	16,873			$	30,100			$	10,680			$	30,437			$	14,706			$	(2,153	)		$	1,593
Preferred stock dividends (2)																					20,027				4,493				5,281
Net loss available to common stockholders																				$	(5,321	)		$	(6,646	)		$	(3,688	)
Net income (loss) per common share-basic				$	0.62			$	1.10			$	0.39			$	1.10			$	(0.18	)		$	(0.22	)		$	(0.12	)
Net income (loss) per common share-diluted				$	0.62			$	1.10			$	0.38			$	1.08			$	(0.18	)		$	(0.22	)		$	(0.12	)
Income Statement Data, as Adjusted (3):
Net income (loss)				$	16,873			$	30,100			$	10,680			$	30,437			$	14,706			$	(2,153	)		$	1,593
Goodwill amortization, net of tax benefit					1,746				1,877				2,849
Net income (loss) as adjusted				$	18,619			$	31,977			$	13,529			$	30,437			$	14,706			$	(2,153	)		$	1,593
Net income (loss) per common share-basic				$	0.68			$	1.17			$	0.49			$	1.10			$	(0.18	)		$	(0.22	)		$	(0.12	)
Net income (loss) per common share-diluted				$	0.68			$	1.17			$	0.48			$	1.08			$	(0.18	)		$	(0.22	)		$	(0.12	)

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				Fiscal Year																				Thirteen Weeks Ended
				1999				2000				2001				2002				2003				May 4, 2003				May 2, 2004
				(in thousands, except per share data)																				(unaudited)
Cash Flow and Other Data:
EBITDA (4)				$	67,727			$	90,588			$	66,873			$	94,713			$	87,848			$	12,078			$	27,350
Cash flows provided by (used in) operating activities					73,980				35,389				63,653				105,228				56,223				(53,747	)			17,049
Cash flows provided by (used in) investing activities					33,960				(106,763	)			(39,006	)			(29,451	)			(433,256	)			(415,826	)			(9,397	)
Cash flows provided by (used in) financing activities					(24,076	)			(3,244	)			(1,291	)			(2,235	)			392,900				372,019				(17,655	)
Capital expenditures					31,291				31,898				33,406				29,451				31,970				2,894				4,137
Cash dividends declared per common share					0.15				0.15				0.15				0.15				0.15				0.15				0.15
Ratio of earnings to fixed charges (5)					1.5x				2.0x				1.3x				1.9x				1.3x				0.8x				1.1x
Balance Sheet Data (at end of period):
Working capital				$	301,390			$	298,286			$	290,942			$	323,688			$	306,048			$	284,735			$	300,265
Total assets					673,748				724,364				708,933				771,700				1,439,283				1,214,103				1,421,717
Total debt					248,784				248,851				248,935				249,012				399,097				374,033				399,504
Stockholders' equity				$	241,685			$	268,561			$	265,727			$	272,227			$	296,157			$	294,084			$	292,047

(1)	We sold our minority interest in Gant in the second quarter of fiscal 2003 for $17.2 million, net of related fees, which resulted in a one-time pre-tax gain of $3.5 million.

(2)	Reflects a dividend of 8% on the Series B convertible preferred stock. If we elect not to pay a cash dividend for any quarter, then the Series B convertible preferred stock will be treated for the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend had been paid. We elected not to pay cash dividends in each of the first three quarters of 2003.

(3)	As a result of our adoption of FASB Statement #142, "Goodwill and Other Intangible Assets" in fiscal 2002, we no longer amortize goodwill. The income statement data above reflects an adjustment to exclude goodwill amortization expense, net of tax benefit, recorded in the prior fiscal years.

(4)

EBITDA is a "non-GAAP financial measure" as defined under Item 10(e) of Regulation S-K promulgated under the Exchange Act. EBITDA represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization. EBITDA is provided because we believe it is an important measure of liquidity. EBITDA is used under our revolving credit facility to determine the applicable interest rate on our outstanding loans. In addition, EBITDA is used in determining whether we can undertake an acquisition under our revolving credit facility, and whether we can incur additional indebtedness under the indenture governing the notes. You should not construe EBITDA as an alternative to net income (loss) as an indicator of our operating performance, or as an alternative to cash flows from operating activities as a measure of our liquidity, as determined in accordance with generally accepted accounting principles. We may calculate EBITDA differently than other companies.

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	Net income (loss) in accordance with generally accepted accounting principles is reconciled to EBITDA as follows:

				Fiscal Year																				Thirteen Weeks Ended
				1999				2000				2001				2002				2003				May 4, 2003				May 2, 2004
				(in thousands)																				(unaudited)
Net income (loss)				$	16,873			$	30,100			$	10,680			$	30,437			$	14,706			$	(2,153	)		$	1,593
Income tax expense (benefit)					9,007				18,115				6,008				15,869				8,200				(1,109	)			858
Interest expense					24,209				24,852				24,753				23,892				37,476				8,657				18,181
Interest income					1,779				2,530				302				1,163				1,104				93				338
Depreciation and amortization					19,417				20,051				25,734				25,678				28,570				6,776				7,056
EBITDA				$	67,727			$	90,588			$	66,873			$	94,713			$	87,848			$	12,078			$	27,350

(5)

The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings (loss) before income taxes plus fixed charges. Fixed charges consist of interest expense and the estimated interest component of rent expense. Due to the seasonality of our business, the ratio of earnings to fixed charges for the thirteen weeks ended May 4, 2003 and May 2, 2004 is not indicative of the results for a full fiscal year. The amount of deficiency in the ratio of earnings to fixed charges was $3.3 million for the thirteen weeks ended May 4, 2003.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is based on our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004 which is incorporated by reference in this prospectus. The unaudited pro forma condensed consolidated income statement for the year ended February 1, 2004 gives effect to our acquisition of Calvin Klein and the related financing as if they had occurred on February 3, 2003.

The unaudited pro forma condensed consolidated income statement for the fiscal year ended February 1, 2004 includes historical information for us for the fiscal year ended February 1, 2004 as adjusted for the period February 3, 2003 to February 11, 2003 (the period prior to our acquisition of Calvin Klein).

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to represent what our results of operations or financial position would actually have been had our acquisition of Calvin Klein and the related financing in fact occurred on the date specified, nor do they purport to project our results of operations or financial position for any future period or at any future date. The pro forma adjustments are based on available information and certain assumptions that we believe are reasonable.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the other information contained under the captions "Selected Historical Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2004, which is incorporated by reference in this prospectus.

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Unaudited Pro Forma Condensed Consolidated Income Statement
Fiscal Year Ended February 1, 2004
(in thousands, except per share data)

				PVH (Actual)				Acquisition Adjustments				Pro Forma
Net sales				$	1,438,891			$	1,016	(2)		$	1,439,907
Royalty and other revenues					143,120				3,548	(2)			146,668
Total revenues (1)					1,582,011				4,564	(2)			1,586,575
Cost of goods sold					924,477				830	(2)			925,307
Gross profit					657,534				3,734	(2)			661,268
Selling, general and administrative expenses					601,752				4,031	(2)			605,783
Gain on sale of investment					3,496								3,496
Income (loss) before interest and taxes (1)					59,278				(297	)(2)			58,981
Interest expense					37,476				247	(3)			37,723
Interest income					1,104				(17	)(3)			1,087
Income (loss) before taxes					22,906				(561	)			22,345
Income tax expense (benefit)					8,200				(191	)(4)			8,009
Net income (loss) (1)					14,706				(370	)			14,336
Preferred stock dividends					20,027				523	(2)			20,550
Net loss available to common stockholders				$	(5,321	)		$	(893	)		$	(6,214	)
Basic and diluted net loss per common share (1)				$	(0.18	)						$	(0.20	)

See Notes to Unaudited Pro Forma Condensed Consolidated Income Statements

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Notes to Unaudited Pro Forma Condensed Consolidated Income Statements

(1)	Subsequent to our acquisition of Calvin Klein, we entered into an agreement with Vestimenta to license the Calvin Klein men's and women's high-end collection apparel businesses commencing with the Spring 2004 collection. Under the license agreement with Vestimenta, effective January 1, 2004, we transferred the operations of the businesses to Vestimenta.

If the operating results of the men's and women's high-end collection apparel business for the fiscal year ended February 1, 2004 were to reflect the transactions contemplated by our agreement with Vestimenta, then pro forma total revenues would have been reduced by $20.0 million, depreciation and amortization would not have changed materially, pro forma income before interest and taxes would have increased by $20.2 million and pro forma net income would have increased by $13.1 million. As part of the agreement with Vestimenta, we continue to design the collection apparel and, accordingly, design costs, as well as certain marketing costs we agreed to continue, have not been eliminated in calculating these amounts.

(2)	Pro forma acquisition adjustments represent the results of our Calvin Klein Licensing segment and preferred stock dividends as adjusted for the period from February 3, 2003 to February 11, 2003, as the acquisition of Calvin Klein was completed on February 12, 2003.

(3)	Pro forma acquisition adjustments to interest expense and interest income represent additional interest expense on the term loan incurred to finance the acquisition, as well as the reduction in interest income on the cash used to finance the acquisition for the period from February 3, 2003 to February 11, 2003, as the acquisition of Calvin Klein was completed on February 12, 2003.

(4)	Pro forma taxes are estimated at a rate of 35%.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

The following discussion and analysis is intended to help you understand us, our operations and financial performance. It should be read in conjunction with our consolidated financial statements and the accompanying notes.

Business Description

We are one of the largest apparel companies in the world. Our portfolio of brands includes Van Heusen, Calvin Klein, IZOD, G.H. Bass & Co. and Bass, which are owned, and Arrow, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, BCBG Max Azria and BCBG Attitude (both introduced for Father's Day 2004) and, beginning later in 2004,    MICHAEL Michael Kors, Sean John, Sean John Collection and Chaps, which are licensed. We acquired Calvin Klein, a lifestyle design and marketing company in February 2003. The addition of Calvin Klein, one of the world's most highly recognized designer brands, provides us with an additional platform for growth in revenues and profitability, and a significant royalty stream.

We believe that our strategy of managing and marketing a portfolio of nationally recognized brands across multiple product categories through multiple channels of distribution provides a stable and broad-based platform that helps diversify our risk profile. In addition, we leverage our sourcing, warehousing, distribution, information technology, finance and accounting expertise across all of our brands, which allows us to respond rapidly to changes in sales trends and customer demands.

Early in 2003, we completed the acquisition of Calvin Klein and, at that time, outlined a series of initiatives focused on integration, achieving targeted cost savings and beginning to take advantage of the global growth opportunities available to the brand. The financial results for 2003 include specific integration activities which are comprised of (i) the sales, cost of sales and operating expenses directly attributable to the Calvin Klein men's and women's high-end collection apparel businesses which were transferred to Vestimenta S.p.A. under a license agreement which went into full effect on January 1, 2004 and (ii) the costs of certain duplicative personnel and facilities during the integration of various Calvin Klein logistical and back office functions.

Our results in the fourth quarter of 2003 were, and throughout 2004, will be, impacted by certain initiatives we took to focus our strategic efforts to supporting and growing our dress shirt, sportswear and Calvin Klein businesses. In the fourth quarter of 2003, we announced we would exit the wholesale footwear business by licensing the Bass brand for wholesale distribution of footwear to Brown Shoe and announced the closing of underperforming retail outlet stores across our Van Heusen, IZOD, Bass and Geoffrey Beene retail outlet chains. We estimate that the pre-tax costs to be incurred in connection with these actions will approximate $40.0 million. (Please see the note entitled "Asset Impairments, Activity Exit Costs and Other Charges" in the Notes to Condensed Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the quarter ended May 2, 2004, which is incorporated by reference in this prospectus.) Overall, including the liquidation of working capital associated with exiting the wholesale footwear business and the outlet store closing program, these actions are expected to provide positive net cash flow.

We generate net sales from (i) the wholesale distribution of apparel, principally under the brand names Van Heusen, Calvin Klein, IZOD, Arrow, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction and, since early 2004, BCBG Max Azria and BCBG Attitude, as well as various private labels and, through the end of 2003, footwear under the Bass brand, and (ii) the sale, through approximately 700 company operated retail stores, of apparel, footwear and accessories under the brand names Van Heusen, IZOD, Geoffrey Beene, Bass and, beginning at the end of the third quarter of 2003, Calvin Klein. Our stores operate in an outlet format, except for three Calvin Klein image stores located in New York City, Dallas and Paris selling men's and women's high-end collection apparel and accessories, soft home furnishings and tableware.

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We generate royalty and other revenues from fees for licensing the use of our trademarks. Prior to 2003, royalty and other revenues related principally to licensing the IZOD and Van Heusen trademarks. In 2003, royalty and other revenues increased significantly due to the acquisition of Calvin Klein. Our Calvin Klein Licensing segment's royalty and other revenues are derived under licenses and other arrangements primarily for jeans, underwear, fragrances, eyewear, watches, table top and soft home furnishings. In 2003, net sales were 91.0% and royalty and other revenues were 9.0% of our total revenues.

Gross profit on total revenues is total revenues less cost of goods sold. We include as cost of goods sold costs of production and procurement of product, including inbound freight, purchasing and receiving, inspection and internal transfer costs. Since there is no cost of goods sold associated with royalty and other revenues, 100% of such revenues are included in gross profit. Due to the above factors, our gross profit may not be comparable to that of other entities.

Selling, general and administrative expenses include all operating expenses other than expenses included in cost of goods sold. Salaries and related fringe benefits are the largest component of selling, general and administrative expenses, comprising 49.8% of such expenses in 2003. Rent and occupancy for offices, warehouses and retail stores is the next largest expense, comprising 20.7% of selling, general and administrative expenses in 2003.

Results of Operations

Thirteen Weeks Ended May 2, 2004 Compared With Thirteen Weeks Ended May 4, 2003

Net Sales

Net sales in the first quarter of 2004 decreased $8.0 million to $339.6 million from $347.6 million in the prior year. Of this $8.0 million decrease, $6.3 million was attributable to the Calvin Klein Licensing segment, resulting principally from the loss of sales of $6.0 million related to the Calvin Klein men's and women's high-end collection apparel businesses which we transferred to Vestimenta. The remaining $1.7 million decrease was attributable to the Apparel and Related Products segment. This decrease was due principally to the loss of sales of $20.5 million associated with our exit of the wholesale footwear business in connection with the license to Brown Shoe. This decrease was mostly offset by an increase in our wholesale apparel business, in particular our dress shirt business, and increases in our retail outlet businesses as some store sale increases offset the effect of closing underperforming stores.

Net sales for the full year 2004 are expected to include the effect of exiting and starting various businesses, including, without limitation, the following: (i) the loss of the net sales attributable to the wholesale distribution of footwear, which in 2003 was $61.3 million; (ii) the loss of the net sales attributable to closing underperforming stores; (iii) the loss of the net sales from the wholesale distribution of the Calvin Klein men's and women's high-end collection apparel businesses which were transferred under the license with Vestimenta, the net sales of which were $21.8 million in 2003; and (iv) the addition of net sales attributable to our planned launch of a Calvin Klein men's better sportswear line to be marketed to upscale specialty and department stores beginning with the Fall 2004 season and additional Calvin Klein retail outlet store openings in premium outlet malls. We currently intend to open as many as 75 Calvin Klein outlet stores over the nest four to five years.

Royalty and Other Revenues

Royalty and other revenues in the first quarter of 2004 increased $5.6 million to $41.7 million from $36.1 million in the prior year. This increase was due principally to overall growth in the Calvin Klein Licensing segment as well as an additional nine days of revenues in the current year's first quarter in that segment, as we acquired Calvin Klein nine days after the beginning of the first quarter of 2003.

The net effect of the net sales items and royalty and other revenues discussed above, as well as anticipated changes in our ongoing businesses, is currently expected to result in an increase in 2004 full year total revenues of 1.75%-2.75%.

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Gross Profit on Total Revenues

Gross profit on total revenues in the first quarter of 2004 was $173.3 million, or 45.5% of total revenues, compared with $161.6 million, or 42.1% of total revenues in the prior year. This increase was due principally to the following factors: (i) the increase in royalty and other revenues as a percentage of total revenues, since royalty and other revenues do not carry a cost of sales, the gross profit percentage on such revenues is 100.0%; (i) the elimination of the negative impact in 2003 of the Calvin Klein men's and women's high-end collection apparel businesses, which were licensed at the end of 2003; (iii) increases in our retail outlet businesses as lower inventory levels and the closing of underperforming outlet stores led to less promotional selling; and (iv) increases in our wholesale apparel businesses due principally to less promotional selling.

We currently anticipate that the gross profit percentage increase experienced in the first quarter of 2004 will not be as pronounced during the remainder of the year. We are currently estimating the full year gross profit percentage to increase 120 to 140 basis points over 2003.

Selling, General and Administrative Expenses

Selling, general and administrative expenses in the first quarter of 2004 decreased $3.3 million to $153.0 million, or 40.1% of total revenues, from $156.3 million, or 40.7% of total revenues, in the prior year. This decrease was attributable to the following factors: (i) a $15.3 million decrease due to the elimination of expenses associated with Calvin Klein integration costs, (ii) a $4.2 million increase related to the opening of Calvin Klein retail outlet stores, (iii) a $4.3 million increase in the Calvin Klein Licensing segment due principally to an increase in advertising spending and (iv) a $3.5 million increase in other expenses, including corporate expenses, due principally to supporting the growth in our wholesale apparel businesses.

We currently anticipate the 2004 full year selling, general and administrative expense percentage to be relatively flat with the prior year.

Interest Expense, Net

Net interest expense in the first quarter of 2004 was $17.8 million compared with $8.6 million in the prior year. This increase was due principally to a prepayment penalty of $7.3 million and the write-off of $2.1 million of debt issuance costs associated with our purchase and redemption of our 9½% senior subordinated notes due 2008 on February 18, 2004. These notes were purchased and redeemed with the net proceeds of the issuance on February 18, 2004 of the outstanding notes and available funds. Excluding the effect of the prepayment penalty and the write-off of debt issuance costs, we currently expect that interest expense in 2004 will decrease below 2003 levels, as the benefits of the lower interest rate of the outstanding notes are realized.

Income Taxes

Income taxes for the current year are estimated at a rate of 35.0%, compared with last year's full year rate of 35.8%. The decrease in the current year's rate relates principally to (i) anticipated higher pre-tax income, which causes state and local franchise taxes that are not based on income to become a lower percentage, and (ii) decreased non-deductible expenses included in pre-tax book income as the prior year included certain non-deductible expenses associated with the sale of our minority interest in Gant.

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Fiscal Years 2003, 2002 and 2001

The following table summarizes our results of operations in 2003, 2002 and 2001.

				Fiscal Year
				2003				2002				2001
				(in millions, except percentages)
Net sales				$	1,438.9			$	1,393.2			$	1,421.0
Royalty and other revenues					143.1				11.8				10.8
Total revenues					1,582.0				1,405.0				1,431.9
Gross profit					657.5				531.2				506.2
% of total revenues					41.6	%			37.8	%			35.4	%
Selling, general and administrative expenses					601.8				462.2				465.1
% of total revenues					38.0	%			32.9	%			32.5	%
Gain on sale of investment					3.5
Income before interest and taxes					59.3				69.0				41.1
Interest expense					37.5				23.9				24.8
Interest income					1.1				1.2				0.3
Income before taxes					22.9				46.3				16.7
Income tax expense					8.2				15.9				6.0
Net income				$	14.7			$	30.4			$	10.7

Net Sales

The 2003 net sales increase of $45.7 million was principally attributable to the net sales increases described below, offset, in part by the net sales decreases described below.

Net sales increases in 2003 include:

•

$36.0 million attributable to the Calvin Klein businesses which we acquired on February 12, 2003. Of such amount, $14.2 million relate to the three Calvin Klein image stores which we currently plan to continue to operate, and $21.8 million relate to wholesale distribution of Calvin Klein men's and women's high-end collection apparel products. The high-end wholesale collection apparel business has been transferred to Vestimenta under a license agreement which went into full effect on January 1, 2004.

•	$44.9 million attributable to our wholesale apparel business. Significant sales increases were achieved in IZOD and Arrow brand sportswear and Calvin Klein brand dress shirts, and, to a lesser extent, in Van Heusen brand sportswear and Arrow brand dress shirts.

Net sales decreases in 2003 include:

•

a $20.1 million decline in our retail outlet divisions due to a difficult retail environment, particularly in the first three quarters of the year. Sales in our retail stores open at least two years declined 3.6% in 2003. Such decreases, when considered with prior year decreases, were deemed an impairment indicator which caused us to evaluate our chain of outlet stores in the fourth quarter of 2003. In connection therewith, an impairment of long-lived assets was recorded for approximately 200 stores. Many of these stores are expected to be closed over the next two years.

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•	a $15.1 million decrease attributable to reduced wholesale sales of footwear and private label sportswear.

In 2002, the $27.8 million net sales decrease related principally to a weak apparel environment, particularly in dress shirts, as well as a weak overall retail environment, as sales in our retail stores open at least two years declined 3.2%. Also contributing to the 2002 decrease was a reduction in promotional and close-out dress shirt sales used to liquidate excess inventory during 2001.

Royalty and Other Revenues

The 2003 royalty and other revenues increase of $131.3 million was principally attributable to royalty and other revenues of the Calvin Klein Licensing segment.

Gross Profit on Total Revenues

The increase in the 2003 gross profit on total revenues percentage compared with 2002 was due principally to the increase in royalty and other revenues as a percentage of total revenues. Since royalty and other revenues do not carry a cost of sales, the gross profit percentage on such revenues is 100.0%. Partially offsetting the gross profit percentage improvement from the revenue mix was the impact of the wholesale distribution of Calvin Klein men's and women's high-end collection apparel products. These businesses had a 120 basis point negative impact on the 2003 percentage.

The increase in the 2002 gross profit on total revenues percentage compared with 2001 related principally to the cost benefits realized from the closure, at the beginning of 2002, of three dress shirt manufacturing facilities, as well as the reduction in promotional and close-out dress shirt sales used to liquidate excess inventory during 2001.

Selling, General and Administrative Expenses

The increased 2003 selling, general and administrative expense as a percentage of total revenues was principally related to two factors:

•

Revenues associated with the Calvin Klein Licensing segment are principally royalty and other revenues which do not carry a cost of sales. Thus, all operating expenses associated with the Calvin Klein Licensing segment's royalty and other revenues are classified as selling, general and administrative expenses, which increases our selling, general and administrative expense as a percentage of total revenues.

•

In 2003, we incurred approximately $36.4 million of selling, general and administrative expenses associated with (i) the wholesale distribution of Calvin Klein men's and women's high-end collection products, and (ii) the costs of certain duplicative personnel and facilities incurred during the integration of various Calvin Klein logistical and back office functions. The 2003 year also includes an $11.1 million charge for the impairment of long-lived assets in certain of our retail outlet stores, and related severance and lease termination costs.

Gain on Sale of Investment

In the second quarter of 2003, we sold our minority interest in Gant for $17.2 million, net of related expenses, which resulted in a pre-tax gain of $3.5 million.

Interest Expense and Interest Income

Interest expense in 2003 increased significantly over 2002 and 2001 due to the acquisition of Calvin Klein. The $401.6 million net cash purchase price was funded by issuing $250.0 million of convertible redeemable preferred stock with the balance being funded by use of our cash and a term loan from the holders of the convertible redeemable preferred stock. The term loan carried an interest rate of 10%, and had a principal amount of between $100.0 million and $125.0 million from February 12, 2003 through May 5, 2003. The term loan was repaid on May 5, 2003 with the proceeds from our issuance of $150.0 million of 8 1/8% senior unsecured notes due 2013. Amortization of fees associated with the 8 1/8% senior unsecured notes also contributed to the increased interest expense in 2003.

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Income Taxes

Income tax expense as a percentage of pre-tax income was as follows:

2003				2002				2001
35.8%				34.3%				36.0%

The increased rate for 2003 compared with 2002 relates principally to (i) lower pre-tax income, which causes state and local franchise taxes that are not based on income to become a higher percentage, and (ii) increased non-deductible expenses included in pre-tax book income, principally related to the sale of our minority interest in Gant.

The decreased rate in 2002 compared with 2001 relates principally to (i) higher pre-tax income, which causes state and local franchise taxes which are not based on income to become a lower percentage, (ii) certain state tax saving strategies implemented by us and (iii) the cessation, upon adoption of FASB Statement No. 142, of amortizing for book purposes goodwill which is not tax deductible.

Liquidity and Capital Resources

Our cash requirements are principally to fund growth in working capital, primarily accounts receivable and inventory to support increases in sales, and capital expenditures, including investments in information technology, warehousing and distribution and our retail stores. Historically, we have financed these requirements from internally generated cash flow or seasonal borrowings under our revolving credit facility.

Our capital structure and cash flows were impacted significantly in 2003 by the Calvin Klein acquisition. To finance the acquisition, we issued $250.0 million of convertible redeemable preferred stock. The preferred stock has a conversion price of $l4.00 per share and a dividend rate of 8.0% per annum, payable quarterly, in cash. If we elect not to pay a cash dividend for any quarter, then the convertible preferred stock will be treated for purposes of the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend had been paid. During the first three quarters of 2003, we did not pay the preferred dividends in cash, and as a result, the liquidation preference of the preferred stock increased to $264.7 million. We currently plan to continue to pay future dividends on the preferred stock in cash. However, we, at our option, may choose not to pay a cash dividend in future quarters.

We also obtained a term loan from the preferred stockholders to finance the acquisition. The term loan was repaid in May 2003 with the net proceeds of our issuance of $150.0 million of 8 1/8% senior unsecured notes due 2013. As a result of this debt issuance, as well as our February 2004 issuance of the outstanding notes and repurchase and redemption of our 9½% senior subordinated notes due 2008 with the proceeds thereof, we have no maturities of long-term debt until February 15, 2011. In addition, the preferred stockholders cannot require redemption of the convertible redeemable preferred stock until 2013.

Operating Activities

Cash provided by operating activities was $17.0 million in the first quarter of 2004 compared with cash used by operating activities of $53.7 million in the prior year's first quarter. Cash flow from net income (loss), adjusted for depreciation and amortization, deferred income taxes and the prepayment penalty on the early extinguishment of debt, increased $13.4 million compared with the prior year's first quarter. The remaining $57.3 million increase in operating cash flow relates principally to the following: (i) cash flow from receivables increased $13.7 million due principally to exiting the wholesale footwear business, and (ii) cash flow from inventories increased $29.9 million due principally to exiting the wholesale footwear business and a reduction in dress shirt inventories. The reduction in dress shirt inventories is attributable to the timing of core product intake. We experienced a build up of core product inventory in our dress shirt business caused by a slowdown in replenishment orders in the first quarter of 2003. This excess inventory position was rectified by

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reducing core product intake during the remainder of 2003, allowing us to end the first quarter of 2004 with a more favorable inventory position and (iii) cash flow from prepaid and other-net-increased $11.1 million, due principally to February 2004 rent payments being prepaid in 2003. Rent payments for February 2003 were not prepaid in 2002.

Cash provided by operating activities was $56.2 million in 2003 compared with $105.2 million in 2002. Cash provided by operating activities was impacted significantly by the Calvin Klein acquisition. Cash flow from net income, adjusted for depreciation and amortization, deferred taxes and the impairment of long-lived assets, decreased $11.0 million compared with 2002. The remaining decrease in operating cash flow relates to changes in operating assets and liabilities as follows:

•	Cash flow from receivables decreased $9.6 million, due principally to the timing of royalty payments related to the Calvin Klein Licensing segment.

•	Cash flow from inventories increased $24.3 million, due principally to liquidating inventories associated with the Calvin Klein men's and women's high-end collection apparel businesses in connection with the transfer of the businesses pursuant to the license with Vestimenta.

•	Cash outflow for accounts payable and accrued expenses increased $30.4 million, due principally to the Calvin Klein acquisition, including professional fees and restructuring initiatives, which included severance and lease exit costs.

•	We made a voluntary $17.0 million contribution to our pension plan in January 2004 to improve our funding status.

Investing Activities

Cash used by investing activities was $9.4 million in the first quarter of 2004. Our investing activities for 2003 were impacted significantly by the Calvin Klein acquisition. Please see the note entitled "Acquisition of Calvin Klein" in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended February 1, 2004, which is incorporated by reference in this prospectus, for a description of costs associated with the Calvin Klein acquisition. In connection with the Calvin Klein acquisition, we are making contingent purchase price payments to Mr. Klein based on a percentage of worldwide sales of products bearing any of the Calvin Klein brands. Such amount was $5.3 million for the first quarter of 2004, compared with $4.9 million in the prior year's first quarter. Capital spending in the first quarter of 2004 was $4.1 million compared with $2.9 million in the prior year's first quarter.

Financing Activities

On February 18, 2004, we issued $150.0 million of the outstanding notes. The net proceeds of the offering after related fees were $145.3 million. We used the net proceeds of this issuance and available cash to purchase and redeem our 9½% senior subordinated notes due 2008. The total cash paid for purchase and redemption, including a prepayment penalty, was $157.3 million.

Also impacting financing activities for the first quarter of 2004 were preferred dividends of $5.3 million on our convertible redeemable preferred stock. We chose not to pay the preferred dividends in cash in the prior year's first quarter. In addition, cash flow from the exercise of employee stock options increased $2.0 million compared with the prior year's first quarter.

Our financing activities for 2003 were impacted significantly by the Calvin Klein acquisition. In order to finance the acquisition, we issued $250.0 million of convertible redeemable preferred stock. The cash proceeds of this issuance after related fees were $249.3 million. In addition, we entered into a $125.0 million 10% secured term loan. We refinanced this term loan with a portion of the net proceeds received from the $150.0 million of 8 1/8% senior unsecured notes due 2013 that were issued on May 5, 2003. Please see the notes entitled "Convertible Redeemable Preferred Stock," "Long-Term Debt" and "Noncash Investing and Financing Transactions" in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended February 1, 2004, which is incorporated by reference in this prospectus.

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Total debt, which excludes convertible redeemable preferred stock, as a percentage of total capital was 41.8% as of May 2, 2004, 40.5% as of May 4, 2003, 41.6% as of February 1, 2004, 47.8% as of February 2, 2003 and 48.4% as of February 3, 2002. Total capital includes interest-bearing debt, convertible redeemable preferred stock and stockholders' equity. These percentages, net of cash, were 33.2%, 39.3%, 32.2%, 32.6%, and 43.6% as of May 2, 2004, May 4, 2003, February 1, 2004, February 2, 2003 and February 3, 2002, respectively.

We currently expect our cash flow from operating activities in 2004 to be in the range of $95.0 million to $105.0 million. Capital expenditures in 2004 are currently expected to be in the range of $38.0 million to $40.0 million, contingent purchase price payments in 2004 to Mr. Klein are currently expected to be in a range of $20.0 million to $22.0 million and cash dividends in 2004 on both our common and preferred stock are currently expected to aggregate $25.0 million to $26.0 million. As a result, we currently expect to generate $10.0 million to $20.0 million of cash flow in 2004.

Beyond 2004, we currently expect that our net income will increase as a result of the growth in our businesses, principally related to our various Calvin Klein businesses. Such earnings growth, if it materializes, is likely to increase our cash flow. From a cash flow perspective, any future earnings growth may be partially offset by, among other factors, increased working capital requirements or an increase in contingent purchase price payments to Mr. Klein.

For near-term liquidity, in addition to our cash balance, we have a secured revolving credit facility which provides for revolving credit borrowings, as well as the issuance of letters of credit. We may, at our option, borrow and repay amounts up to a maximum of $325.0 million under both the revolving credit borrowings and the issuance of letters of credit. Based on our working capital projections, we believe that our borrowing capacity under this secured revolving credit facility provides us with adequate liquidity for our peak seasonal needs for the foreseeable future. As of May 2, 2004, we had no borrowings and $147.0 million outstanding letters of credit under this facility.

In the longer term, we believe that our ability to generate earnings and cash flow will be adequate to service our debt and fund any required working capital to support our growth. We believe that with the conversion price of our convertible redeemable preferred stock at $14.00 per share, the preferred stock in the future will be converted to common stock rather than redeemed. However, due to the extended date at which redemption could be required, and given our projections of future profitability, we believe that adequate financing could be secured, if necessary, to obtain additional funds for redemption, or, if opportunities present themselves, future acquisitions.

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Contractual Obligations and Off-Balance Sheet Arrangements

The following table summarizes, as of February 1, 2004, unless otherwise noted, our contractual cash obligations by future period:

Contractual Cash Obligations

				Payments Due by Period
Description				Total Obligations				2004				2005-2006				2007-2008				Thereafter
				(in millions)
Long-term debt (1)				$	400.0															$	400.0
Interest payments on long-term debt (1)					342.0			$	30.3			$	61.6			$	61.6				188.5
Operating leases (2)					293.2				69.9				89.7				53.1				80.5
Inventory purchase commitments					373.5				373.5
Minimum contractual royalty payments (3)					51.0				10.4				20.6				11.4				8.6
Supplemental defined benefit plan (4)					15.8																15.8