Van Heusen Is Near Deal To Acquire Calvin Klein
By TERI AGINS, SALLY BEATTY and BRUCE ORWALL
Staff Reporters of THE WALL STREET JOURNAL

Calvin Klein Inc., the fashion company known for its sexy clothes and flamboyant advertising, is near an agreement to sell itself to shirt maker Phillips-Van Heusen Corp. for about $400 million in cash, roughly $30 million in stock and potential royalties that could be valued at $200 million to $300 million over time.

Final details were being hammered out Monday night, and a deal is expected to be announced as early as Tuesday, people familiar with the matter said.

The proposed sale marks the end of an era on New York's Seventh Avenue. Mr. Klein and his partner, Barry Schwartz, founded their company in 1968 with an initial stake of $10,000. Together, the two friends built a glamorous, high-profile business whose brand-name products were known from Hong Kong to Paris.

But the company suffered some serious business reversals and never succeeded in going public. An earlier effort to sell the company for $1 billion three years ago failed.

For Phillips-Van Heusen, which like Calvin Klein is based in New York, the purchase is a bold move to position itself as a designer business while raising its profile in retail circles. The deal is a personal victory for Bruce Klatsky, Phillips-Van Heusen chief executive who pushed hard for the Calvin Klein deal because it fit with his plans to bring designer brands to the company's stable and then expand them, as the company is doing with Izod.

Phillips-Van Heusen beat out a competing proposal from VF Corp., the Greensboro, N.C., maker of Lee and Wrangler Jeans, which was interested in a deal that would include acquiring Calvin Klein's jeans and underwear businesses, now controlled by Warnaco Group Inc., which is under Chapter 11 bankruptcy protection.

VF initially had been considered the front-runner because it was the lone buyer with the size and financial muscle -- it has a market capitalization of $4 billion, compared with Phillips-Van Heusen's $336 million -- to acquire Calvin Klein plus the licensed jeans and underwear business from Warnaco.

Labor-related issues, however, hampered the VF deal. People familiar with the matter said the issues could have been resolved but that eventually, Calvin Klein opted to strike a deal with Phillips-Van Heusen. This came after the shirt maker sweetened its bid, thanks to the backing of Apax Partners Inc., a New York private-equity firm that played a major role in financing the deal. The firm is expected to invest roughly $250 million in exchange for convertible preferred securities in Phillips-Van Heusen and about three seats on its board.

After the deal is completed, Phillips-Van Heusen will be renamed Calvin Klein Co. Mr. Klein is expected to negotiate a consulting agreement with Phillips-Van Heusen and will have a hand in picking his successor.

It was unclear what role Mr. Schwartz might play after the sale. He has long been involved in the horse-racing scene and is chairman of the New York Racing Association.

The biggest parts of Calvin Klein -- its jeans and underwear businesses -- aren't part of the deal and will continue to be controlled by Warnaco, which intends to emerge from bankruptcy next year.

With revenue of about $1.4 billion, Phillips-Van Heusen is the dominant player in men's dress shirts, with brands that range from Arrow to Geoffrey Beene to designer-licensee brands such as Calvin Klein, DKNY and Kenneth Cole. Mr. Klatsky didn't return phone calls seeking comment.