Phillips-Van Heusen Will Buy Shoemaker G. H. Bass

Phillips-Van Heusen Corp. has agreed to pay $79 million for G. H. Bass & Co., the New England shoemaker that has found an enduring market for its 50-year-old Bass Weejuns loafer, it was announced Thursday.

As part of several major transactions announced Thursday, some of which appeared to strengthen the company’s ability to fight off a possible hostile takeover, Phillips-Van Heusen said it will buy back slightly more than a third of its stock for $145.6 million.

Phillips-Van Heusen recently rejected a $22-per-share takeover offer from Rosewood Financial, which has a 19.7% stake in the New York company.

The company’s plan to buy 5.2 million of its shares for $28 each represents a premium over the stock’s $24.375 closing price Thursday on the New York Stock Exchange, which was unchanged from the Wednesday’s close.

In addition, Phillips-Van Heusen sold a package of debt and convertible preferred stock to Prudential Insurance Co. of America for $150 million.

While stopping short of calling the stock buyback and the issuance of shares to Prudential an anti-takeover move, analyst Liz Armstrong of Johnson Redbook Service noted that the transactions “certainly would make a takeover extremely, extremely difficult.�

Management, Phillips family members and company pension plans will hold about 60% of the company’s stock after the buyback, Armstrong said. What’s more, the agreement with Prudential requires that the insurance company not “take any action inconsistent with its investment intent.�

Asked if the transactions were intended to be takeover defenses, Phillips-Van Heusen Vice President Edward C. Cohen replied, “I’m not going to characterize it.�

A spokesman for Rosewood Financial declined to comment on Phillips-Van Heusen’s plans. Rosewood Financial is owned by millionaire Texas investor Caroline Rose Hunt, known until recently as Caroline Hunt Shoellkopf.

The purchase of G. H. Bass from the Chesebrough-Pond’s Inc. subsidiary of Unilever will focus Phillips-Van Heusen on two product lines--men’s and women’s shirts and sweaters and men’s and women’s footwear, the company said.

Phillips-Van Heusen added that it completed the sale of four retail menswear chains, including Harris & Frank of Los Angeles, and a menswear manufacturer to a management-led group for $30.6 million in cash and $4.4 million in debt securities and 365,640 shares of Phillips-Van Heusen stock that had been held by those members of management.