<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Kellwood Company
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
KELLWOOD
COMPANY
1996
PROXY STATEMENT
<PAGE> 3
KELLWOOD COMPANY
600 KELLWOOD PARKWAY, ST. LOUIS COUNTY, MISSOURI 63017
1996 Proxy Statement
and
Notice of Annual Meeting of Shareowners
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareowners of
Kellwood Company, a Delaware corporation (hereinafter referred to as the
``Company''), will be held at 600 Kellwood Parkway, St. Louis County, Missouri,
on Thursday, August 22, 1996, at 9:00 A.M. for the following purposes:
1. To elect four members to the Board of Directors to hold office for a
period of two years and until their successors are duly elected and
qualified;
2. To transact such other business as may properly come before the
meeting, including any adjourned session thereof.
The Board of Directors has fixed the close of business on June 24, 1996 as
the record date for determining shareowners entitled to notice of the aforesaid
Annual Meeting and to vote thereat in person or by proxy.
The Proxy Statement is set forth following this Notice of Annual Meeting.
Also accompanying this Notice of Annual Meeting are a Proxy and the Company's
Annual Report for the fiscal year ended April 30, 1996.
By Order of the Board of Directors
/s/ Thomas H. Pollihan
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
St. Louis, Missouri
July 11, 1996
<PAGE> 4
KELLWOOD COMPANY
600 KELLWOOD PARKWAY
ST. LOUIS COUNTY, MISSOURI 63017
APPROXIMATE
MAILING DATE:
JULY 11, 1996
PROXY STATEMENT
ANNUAL MEETING OF SHAREOWNERS--AUGUST 22, 1996
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of the
accompanying proxy card by the Board of Directors of Kellwood Company, a
Delaware corporation (the ``Company''), for the Annual Meeting of Shareowners to
be held on August 22, 1996. Only shareowners of record at the close of business
on June 24, 1996, are entitled to notice of, and to vote (in person or by proxy)
at the meeting.
This Proxy Statement and proxy card are being mailed on or about July 11,
1996. The Company's Annual Report (including financial statements) to its
shareowners for the fiscal year ended April 30, 1996, accompanies this Proxy
Statement.
The expense of soliciting proxies for the meeting, including the cost of
preparing, assembling and mailing the notice, proxy card and Proxy Statement and
the reasonable costs of brokers, nominees and fiduciaries in supplying proxies
to beneficial owners, will be paid by the Company. The solicitation will be made
by the use of the mails, through brokers and banking institutions, and by
officers and regular employees of the Company.
VOTING PROCEDURES
Shareowners are entitled to one vote per share owned on the record date and,
with respect to the election of directors, shareowners have the right to
cumulative voting. Under cumulative voting, each shareowner is entitled to a
number of votes equal to the number of directors to be elected multiplied by the
number of shares he or she owns, and he or she may cast all of his or her votes
for one nominee or distribute them in any manner he or she chooses among any
number of nominees.
If the accompanying proxy card is signed and returned in time, the shares
represented thereby will be voted, unless otherwise indicated on the proxy card,
in accordance with the specifications thereon. If no contrary specification is
made, the proxies intend to vote the shares so represented to elect the largest
number of the nominees for directors named herein which can be elected under
cumulative voting. If no other persons are nominated for election to the Board,
votes represented by all properly executed proxy cards will be distributed in
approximately equal numbers among the nominees set forth below. If allocation is
necessary, the proxies will use their discretion in making the allocation among
nominees. Shareowners who do not wish to have their votes distributed in
approximately equal numbers among the nominees or do not want to grant the
proxies discretion to allocate, if allocation is deemed necessary by the
proxies, should mark their proxy cards to indicate how they wish to have the
proxies distribute their votes.
The proxies reserve the right not to vote and to return to a shareowner any
proxy card in which the authority to vote shares represented thereby is made
subject to any condition or conditions by such shareowner other than as
expressly provided for in the accompanying proxy card.
The four directors receiving the highest number of the votes at the meeting,
present in person or by proxy, will be elected. Those proxies containing
instructions to ``Withhold Authority'' to vote shares for one or all of the
nominees will be counted for the purpose of determining a quorum to transact
business, but not entitled to vote for the
1
<PAGE> 5
nominee(s) for which voting authority is being withheld. Abstentions and broker
non-votes will be counted to determine a quorum, but will not be counted in the
election of directors.
The Company's management knows of no matter to be brought before the meeting
other than that referred to in Item 1 of the foregoing Notice of Annual Meeting
of Shareowners. However, if any other matters properly come before the meeting,
it is intended that the proxy cards in the accompanying form which are duly
signed and returned in time will be voted on those matters in accordance with
the judgment of the person or persons voting the proxy card. Any shareowner who
signs and returns a proxy card may revoke that proxy card at any time prior to
the voting thereof either by revoking the proxy card in person at the meeting or
by delivering a signed written notice of revocation to the office of the
Secretary of the Company before the meeting begins.
SHAREOWNER PROPOSALS
Shareowners wishing to include proposals in the Company's Proxy Statement
for the 1997 Annual Meeting of Shareowners must submit their proposals so that
they are received by the Secretary of the Company at the principal executive
offices in St. Louis by March 15, 1997. In addition, Section 2.10 of the
Company's By-Laws imposes certain time and information requirements on
shareowners wishing to bring business before a shareowner meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on June 24, 1996 (the ``record date''), the Company
had 21,240,543 shares outstanding. The table listed below contains information
concerning each person who is known by the Company to be the beneficial owner of
more than five percent of the Company's common stock. To the best of the
Company's knowledge, no other persons are beneficial owners of five percent or
more of the Company's shares.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- ------------- --------
<S> <C> <C> <C>
Common Stock FMR Corp.
82 Devonshire Street
Boston, MA 02109 1,201,850<F1> 5.68%
Common Stock Neuberger & Berman
605 Third Avenue
New York, NY 10158 1,792,000<F2> 8.46%
<FN>
- --------
<F1> As reported on their Schedule 13G dated February 14, 1996, FMR Corp., a
parent holding company, was the beneficial owner of 1,201,850 shares
representing approximately 5.68% of the total shares outstanding on that
day. The 1,201,850 shares include 854,700 shares beneficially owned by its
subsidiary, Fidelity Management & Research Company, a registered Investment
Advisor, and 347,150 shares beneficially owned by FMR's subsidiary,
Fidelity Management Trust Company, a bank. FMR Corp. has sole voting power
for 279,550 of the shares, shared voting power for none of the shares and
sole dispositive power for 1,201,850 shares.
<F2> As reported on their Schedule 13G dated February 12, 1996, Neuberger &
Berman, a registered Broker-Dealer and Investment Advisor, was the
beneficial owner of 1,792,000 shares representing 8.46% of the total shares
outstanding on that day. Neuberger & Berman has sole voting power for
1,021,700 shares, shared voting power for 625,150 shares, sole dispositive
power for none of the shares, and shared dispositive power for 1,792,000
shares.
</TABLE>
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the Board of
Directors shall consist of not less than three nor more than 15 directors, with
the number of directors to be fixed by the Board, and that the Board shall be
divided into two classes, with one class being elected each year for a two-year
term. On November 21, 1995, the Board of Directors by resolution amended section
3.1 of the Company's By-laws fixing the number of directors at ten and,
accordingly, four directors are to be elected at the annual meeting to serve for
two years or until the 1998 Annual Meeting of Shareowners and until their
respective successors shall have been elected and qualified. The persons
2
<PAGE> 6
named as proxies in the accompanying proxy card have indicated that they intend
to vote for the election of the largest number of nominees set forth hereinafter
which they can elect under cumulative voting. For a discussion of cumulative
voting, see above.
In the event that any of the following nominees for election as director is
not available to serve as a director at the time of election at the meeting,
proxy cards may be voted for a substitute nominee as well as for the remaining
nominees named herein. However, the Company's management has no reason to
anticipate that any nominees will be unavailable.
NOMINEES FOR ELECTION TO SERVE UNTIL 1998
JERRY M. HUNTER, AGE 44
Director of the Company since 1994. Partner at Bryan Cave (law firm) from
December 1993 to present. General Counsel, National Labor Relations Board,
Washington, D.C., from November 1989 to November 1993. Director, Missouri
Department of Labor and Industrial Relations from 1986 to 1989. Labor Counsel,
Kellwood Company from November 1981 to May 1986.
Member: Audit Committee.
JAMES C. JACOBSEN, AGE 61
Director of the Company since 1975. Vice Chairman since November 22, 1994.
Executive Vice President Administration from May 31, 1989 to November 22, 1994.
Senior Vice President Finance-Administration from 1988 to 1989. Senior Vice
President Finance from 1986 to 1988.
Member: Executive and Finance Committees.
JAMES S. MARCUS, AGE 66
Director of the Company since 1965. A Limited Partner of The Goldman Sachs
Group, L.P. (investment bankers) since March 28, 1989. A Limited Partner of
Goldman, Sachs & Co. (investment bankers) from December 1, 1982 to March 28,
1989. Director of American Biltrite, Inc.
Member: Finance and Compensation and Stock Option Committees.
WILLIAM J. MCKENNA, AGE 69
Director of the Company since 1982. Chairman and Chief Executive Officer
since November 22, 1994. Chairman, President and Chief Executive Officer from
May 1, 1991 to November 22, 1994. Chief Executive Officer since 1984. President
from 1982 to November 22, 1994. Director of Genovese Drug Stores, Inc. and
United Missouri Bancshares, Inc.
Member: Executive Committee.
DIRECTORS CONTINUING TO SERVE UNTIL 1997
RAYMOND F. BENTELE, AGE 59
Director of the Company since 1993. President and Chief Executive Officer of
Mallinckrodt, Inc. from 1978 until retirement on November 30, 1992. Director of
Mallinckrodt Group Inc. (manufacturer of medical, specialty chemical and
veterinary products). Director of IMC Global, Inc. (food crop mineral
nutrients). Director of Leggett & Platt, Inc. (manufacturer of components for
the home furnishings industry).
Member: Compensation and Stock Option Committee.
EDWARD S. BOTTUM, AGE 62
Director of the Company since 1981. Managing Director, Chase Franklin
Corporation (merchant banking) since April 1990. Retired Vice Chairman
Continental Bank Corporation as of March 30, 1990. Chairman and Director, Geo.
T. Schmidt, Inc. (manufacturer of machines and dies) since 1991. Director, Azar
Nut Company (food processing) since 1991. Director, Wireless Data Corporation
(manufacturer of measurement instruments for harsh
3
<PAGE> 7
environments) since December 1993. Trustee, The Time Horizon Funds (mutual funds
family) since July 1995. Chairman, Learning Insights, L.L.C. (publisher of
interactive multimedia training products) since February 1996.
Member: Audit and Finance Committees.
KITTY G. DICKERSON, PH.D., AGE 56
Director of the Company since 1991. Professor and Chair of the Department of
Textile and Apparel Management, University of Missouri, Columbia, Missouri from
1986 to Present.
Member: Audit Committee.
LEONARD A. GENOVESE, AGE 62
Director of the Company since 1995. President, Genovese Drug Stores, Inc.
since 1974. Chairman of the Board of Genovese Drug Stores, Inc. from 1978 to
present (chain drug stores). Director of Aid Auto Stores, Inc. (automotive parts
supply), and Roosevelt Savings Bank (banking), Garden City, New York.
Member: Compensation and Stock Option Committee.
HAL J. UPBIN, AGE 57
Director of the Company since 1995. President and Chief Operating Officer of
the Company from November 22, 1994 to present. Executive Vice President
Corporate Development from May 28, 1992 to November 22, 1994. Vice President
Corporate Development from November 27, 1990 to May 27, 1992. President of
American Recreation Products, Inc. from March 1, 1989 to May 1, 1992, and
Director from May 1, 1991 to present. American Recreation Products, Inc. is a
wholly-owned subsidiary of the Company.
Member: Executive Committee.
FRED W. WENZEL, AGE 80
Director of the Company since 1961. Chairman Emeritus since May 1, 1991.
Chairman of the Board from 1964 to April 30, 1991.
Member: Executive Committee
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no compensation for their
service as directors. Non-employee directors were compensated for their services
at the rate of $23,000 per annum. In addition, each non-employee director
receives $1,000 for each Board Meeting and $800 for each Committee meeting
attended, not to exceed $1,800 for any one day, and is reimbursed for expenses
incurred in attending those meetings.
Under the 1995 Stock Option Plan for Nonemployee Directors, each person who
remains or becomes a Nonemployee Director of the Company is granted an option to
purchase 1,000 shares of Common Stock on the first business day after the date
of the first annual meeting at which such person was elected or remained a
Nonemployee Director. The option price for each share granted to a Nonemployee
Director is 100% of the fair market value of the shares subject to option on the
date of the option grant. The option price may be paid by check or by the
delivery of shares of Common Stock then owned by the participant.
4
<PAGE> 8
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors is responsible for establishing broad corporate
policies and for overseeing the general performance of the Company. The Board
meets regularly four times per year, and holds special meetings as required. In
fiscal 1996, the Board met four times.
Each director spends considerable time in preparing for and attending Board
and Committee meetings. During the Company's most recent fiscal year, each
director attended at least 75% of the Board meetings and meetings of Committees
to which he or she was appointed.
The Board has an Executive Committee, Finance Committee, Audit Committee and
Compensation and Stock Option Committee.
The Executive Committee, between Board meetings, has all the authority of
the Board of Directors in the management of the business affairs of the Company
(except for action relating to dividends, stock issuances, and certain
fundamental corporate changes). The Executive Committee did not meet during
fiscal 1996.
The Finance Committee's responsibilities are to study and suggest methods
for obtaining the future financing requirements of the Company. The Finance
Committee did not meet during fiscal 1996.
The Audit Committee's responsibilities include recommending to the Board of
Directors the independent accountants to be employed for the purpose of
conducting the annual examination of the Company's financial statements,
discussing with the independent accountants the scope of their examination,
reviewing the Company's financial statements and the independent accountants'
report thereon with Company personnel and the independent accountants, and
inviting the recommendations of the independent accountants regarding internal
controls and other matters. The Audit Committee met two times during fiscal
1996.
The Compensation and Stock Option Committee's responsibilities include
approving salaries of executives of the Company, administering and interpreting
compensation plans, and granting cash bonuses, stock bonuses and other benefits
under such plans. The Compensation and Stock Option Committee met one time
during fiscal 1996.
5
<PAGE> 9
MANAGEMENT OWNERSHIP OF THE COMPANY'S STOCK
Under regulations of the Securities and Exchange Commission, persons who
have power to vote or to dispose of shares of the Company, either alone or
jointly with others, are deemed to be beneficial owners of those shares. The
following table shows, as of June 24, 1996, the beneficial ownership of each
present director and each nominee for director, and of all present directors and
executive officers as a group, of shares of the Company's common stock. This
information has been furnished to the Company by the individuals named. As shown
in the last column, in some cases a significant number of the shares indicated
in the center column as being beneficially owned are actually unissued shares
attributable to unexpired options for the Company's common stock which are
presently exercisable or first become exercisable within 60 days after June 24,
1996. With the exception of Mr. McKenna who owns approximately 1.3% of the
outstanding common stock of the Company, no nominee or present director owns
more than 1% thereof. All executive officers and directors as a group own
approximately 4.3% of the outstanding common stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF INCLUDED IN PREVIOUS
SHARES COLUMN ATTRIBUTABLE
NAME OF INDIVIDUAL BENEFICIALLY TO UNEXPIRED
OR NUMBER IN GROUP OWNED OPTIONS TO PURCHASE
- ------------------ ------------ --------------------
<S> <C> <C>
R. F. Bentele................................ 1,750 1,000
E. S. Bottum................................. 3,550 1,000
K. G. Dickerson.............................. 1,600 1,000
L. A. Genovese............................... 1,845 -0-
J. M. Hunter................................. 1,000 1,000
J. C. Jacobsen............................... 128,104 60,540
J. S. Marcus................................. 1,900 1,000
W. J. McKenna................................ 273,327<F1> 147,560
H. J. Upbin.................................. 46,949 38,320
F. W. Wenzel................................. 207,785 1,000
All directors and executive officers<F2> as a
group (20 persons including those named)... 938,299 433,330
<FN>
- --------
<F1> Does not include 202 shares owned by Mr. McKenna's wife, 2,000 shares owned
by his daughter, and 2,000 shares owned by his son. Mr. McKenna disclaims
beneficial ownership of these shares.
<F2> Does not include shares owned by spouses and siblings of unnamed executive
officers who disclaim beneficial ownership of these shares.
</TABLE>
6
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the amount of all compensation earned for services
in all capacities to the Company for the last three fiscal years for (i) the
Chief Executive Officer, and (ii) the other four most highly paid executive
officers (the ``Named Officers'') at April 30, 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------- -----------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK OPTIONS LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($) AWARD(S) ($)<F1> (#) PAYOUTS ($) SATION ($)
------------------ ---- ---------- --------- ---------- ---------------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William J. McKenna 1996 $820,000 $290,000 0 $ 0 96,000 0 $ 4,500<F3>
Chairman, CEO and 1995 790,000 0 0 0 152,800 0 4,500<F3>
Director<F2> 1994 740,000 370,000 0 441,783 43,800 0 6,930<F3>
Hal J. Upbin 1996 450,000 150,000 0 0 30,000 0 5,500<F3>
President, Chief Operating 1995 323,849 0 0 0 23,700 0 6,500<F3>
Officer and Director 1994 283,000 110,000 0 106,018 12,000 0 5,722<F3>
Enoch Harding, Jr. 1996 275,000 200,000 0 0 15,000 0 4,838<F3>
Executive Vice President 1995 231,417 160,000 0 0 8,000 0 5,412<F3>
Operations 1994 N/A<F4> N/A N/A N/A N/A 0 N/A
James C. Jacobsen 1996 360,000 100,000 0 0 30,000 0 4,500<F3>
Vice Chairman 1995 360,000 0 0 0 30,800 0 6,600<F3>
and Director 1994 350,000 140,000 0 176,697 17,100 0 6,945<F3>
Harry B. Holding 1996 330,000 0 0 0 0 0 6,051<F3>
Executive Vice President 1995 330,000 0 0 0 10,000 0 4,412<F3>
Marketing<F5> 1994 330,000 50,000 0 0 6,000 0 6,845<F3>
<FN>
- --------
<F1> The restricted stock awards attributable to the Named Executives for fiscal
years through April 30, 1996, including the awards in Column (f), which are
still subject to restrictions under the Corporate Development Incentive
Plan, and valued at the fair market price as of April 30, 1996, are as
follows: W. J. McKenna, 14,895 shares at $238,320; H. J. Upbin, 3,509
shares at $56,144; E. Harding, 0 shares; J. C. Jacobsen, 5,847 shares at
$93,552; and Harry B. Holding, 4,158 shares at $66,528. The Corporate
Development Incentive Plan is a restricted stock award with performance
criteria based on one year's performance. Dividends are paid on restricted
shares.
<F2> W. J. McKenna has a contract of employment through November 30, 1996.
Effective May 1, 1996 his salary was increased to $850,000.
<F3> Employer matching 401(k) plan contribution.
<F4> Not an executive officer of the Company for the fiscal year.
<F5> By agreement with the Company, Mr. Holding will be paid a deferred
compensation retirement benefit of $2,100 per month payable in 120 monthly
payments. In addition, a separate agreement provides a death benefit
compensation of $500,000 to Mr. Holding's beneficiary if he dies while
employed by the Company or its subsidiaries.
</TABLE>
7
<PAGE> 11
The following two tables contain information covering stock options granted
during the fiscal year ended April 30, 1996, to the Named Officers and the
number and value of unexercised stock options held by those officers at the end
of the last fiscal year. No SARs were granted in conjunction with the options.
<TABLE>
OPTION GRANTS TABLE
OPTION GRANTS DURING 1996 FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------ -------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR<F1> ($/SHARE) DATE 5% ($) 10% ($)
---- ----------- --------------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
William J. McKenna........... 96,000 25.70 $20.31 08/24/05 $1,226,194 $3,107,415
Hal J. Upbin................. 20,000 5.35 20.31 08/24/05 255,457 647,378
10,000 2.68 20.31 08/24/05 127,729 323,689
------ ----- ---------- ----------
30,000 8.03 383,186 971,067
====== ===== ========== ==========
Enoch Harding, Jr............ 15,000 4.02 20.31 08/24/05 191,593 485,534
James C. Jacobsen............ 20,000 5.35 20.31 08/24/05 255,457 647,378
10,000 2.68 20.31 08/24/05 127,729 323,689
------ ----- ---------- ----------
30,000 8.03 383,186 971,067
====== ===== ========== ==========
Harry B. Holding............. 00,000 0.00 00.00 00/00/00 000,000 000,000
<FN>
- --------
<F1> Total options granted during 1996 were 373,500 shares to the Named Officers
and all other employees.
</TABLE>
<TABLE>
OPTION EXERCISES IN 1996 FISCAL YEAR
AND FY-END 04/30/96 VALUE TABLE
<CAPTION>
(A) (B) (C) (D) (E)
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
SHARES 04/30/96 04/30/96
ACQUIRED ON
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
William J. McKenna....................................... 0 0 104,450/277,100 $104,310/52,155
Hal J. Upbin............................................. 0 0 28,020/ 63,480 70,553/10,431
Enoch Harding, Jr........................................ 6,000 $27,522 11,200/ 32,800 00,000/ 5,561
James C. Jacobsen........................................ 0 0 44,320/ 76,780 75,103/18,776
Harry B. Holding......................................... 0 0 24,230/ 22,820 44,484/22,242
</TABLE>
8
<PAGE> 12
RETIREMENT PROGRAM
PENSION PLAN
The Kellwood Company Pension Plan is a defined benefit plan covering
substantially all employees of the Company and participating subsidiaries. The
basic annual pension benefit under the Plan for service after April 30, 1989 is
equal to 12 times 0.5% of average monthly earnings times credited service after
April 30, 1989, plus 12 times 0.5% of average monthly earnings, in excess of
covered compensation, multiplied by years of credited service commencing on or
after May 1, 1989 up to 35 years. Covered compensation is defined as the average
social security wage base for the 35 years before an employee reaches social
security retirement age. Average monthly earnings under the Plan is the average
of an employee's monthly earnings defined under the Plan paid during the highest
paid five consecutive full calendar years within an employee's credited service.
The amount of final benefits is not and cannot readily be calculated for each
individual by the Plan's regular actuaries.
Plan participants as of April 30, 1989, who continued as employees after
April 30, 1989, will receive their amended accrued benefits as of April 30, 1989
plus benefits earned after that date. For employees earning $150,000 per year or
more, an amended accrued monthly benefit as of April 30, 1994 was calculated.
The amended accrued monthly benefits at April 30, 1994, for officers listed in
the Summary Compensation Table were as follows: W. J. McKenna, Chairman and
Chief Executive Officer, $9,333.49; H. J. Upbin, President and Chief Operating
Officer, $615.06; E. Harding, Jr., Executive Vice President Operations,
$1,766.95; J. C. Jacobsen, Vice Chairman, $5,560.28; and Harry B. Holding,
Executive Vice President Marketing, $521.54. As of April 30, 1996, of the
officers listed in the Summary Compensation Table, Mr. McKenna, Mr. Upbin, Mr.
Harding, Mr. Jacobsen and Mr. Holding have approximately two years of credited
service subsequent to May 1, 1994. The table below is indicative of annual
benefits for service after April 30, 1989, using covered compensation for
employees retiring at normal retirement age in calendar 1996. Benefits for
employees who retire in subsequent years will be lower reflecting increases in
the average social security wage base.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------
REMUNERATION 5 10 15 20 30
- ------------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 50,000................................ $1,810 $ 3,620 $ 5,430 $ 7,240 $10,860
100,000................................ 4,310 8,620 12,930 17,240 25,860
125,000................................ 5,560 11,120 16,680 22,240 33,360
150,000................................ 6,810 13,620 20,430 27,240 40,860
200,000................................ 6,810 13,620 20,430 27,240 40,860
250,000................................ 6,810 13,620 20,430 27,240 40,860
350,000................................ 6,810 13,620 20,430 27,240 40,860
500,000................................ 6,810 13,620 20,430 27,240 40,860
750,000................................ 6,810 13,620 20,430 27,240 40,860
1,000,000................................ 6,810 13,620 20,430 27,240 40,860
1,300,000................................ 6,810 13,620 20,430 27,240 40,860
</TABLE>
Section 401(a)(17) of the Internal Revenue Code limits annual earnings for
purposes of calculating benefits under Kellwood's pension plan to $150,000.
Section 415 of the Internal Revenue Code limits annual benefits payable from the
plan at age 65 to $120,000. However, benefits accrued prior to the enactment of
these limitations were not reduced accordingly.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION
This Report and the following Performance Graph shall not be deemed to be
incorporated by reference by any general statement which incorporates by
reference this Proxy Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, and they shall not otherwise be deemed
filed under such Acts.
9
<PAGE> 13
OVERVIEW
The Company's Board of Directors has established a three member Compensation
and Stock Option Committee (the ``Committee''). Each member of the Committee is
a non-employee director.
The Securities and Exchange Commission has adopted rules which are designed
to enhance disclosure of the policies of companies regulated by the Commission
in regard to executive compensation. In response to these rules the Committee
has prepared a report, as outlined below, on the Company's policies and
practices with respect to executive compensation.
The Company's executive officer compensation program consists of base
salary, annual cash incentive compensation, long-term incentive compensation in
the form of stock options and stock awards, and various benefits including
medical, pension, and 401(k) savings plans generally available to employees of
the Company.
COMPENSATION POLICIES
The Committee's executive compensation policies are designed to provide
competitive levels of compensation which integrate pay with the Company's annual
and longer term performance goals, reward above average performance, recognize
individual initiative and achievements, assist the Company in attracting and
retaining qualified executives and build the ownership of Company stock by key
managers. The Committee is of the view that stock ownership by management and
stock-based performance compensation arrangements are beneficial in aligning the
interests of management with the interests of the Company's shareowners which
ultimately enhances shareowner value. The Committee further believes that bonus
and other forms of incentive-based compensation encourage management to attain
preset commercial goals for the Company.
BASE SALARY
The Committee reviews each executive officer's salary annually and considers
recommendations submitted by the Chief Executive Officer. In determining
appropriate salary levels, the Committee considers a variety of sources,
including industry surveys, proxy statements, and outside consultants. The
Committee also considers the level and scope of responsibility, experience,
Company and individual performance, and internal equity. The Committee uses its
discretion to set executive compensation where in its judgment external,
internal, or an individual's circumstances warrant. By design, the Committee
strives to set executives' salaries at competitive market levels. Increases are
based on comparable companies' practices, the Company's achievement of its
financial plan, and the individual's performance. The salary increases in fiscal
1996 were based on the Committee's review of the return on equity, net earnings
as a percent of sales and earnings per share growth over the prior five years.
ANNUAL CASH INCENTIVES
Annual cash incentive compensation awards are made to executives to
recognize and reward corporate and individual performance. Goals for Company and
business unit performance are set at the beginning of each fiscal year. In
determining whether to award cash bonuses, the Committee compares the Company's
financial performance against its annual financial plan, considers individual
performance, and Company performance against that of peer companies. In
considering bonuses for executives other than Mr. McKenna, the Committee
considers bonus recommendations submitted by the Chief Executive Officer. The
Committee also receives an assessment of the performance of each executive from
Mr. McKenna and discusses the assessments with him. When assessing the
performance of Mr. McKenna, the Committee meets privately. Cash bonuses were
awarded within the policy guidelines of the annual cash bonus program. See
column (d) of the Summary Compensation Table.
ANNUAL STOCK INCENTIVES
The Committee administers the Company's Restricted Stock Compensation Plan
and the Corporate Development Incentive Plan, both of which award shares of the
Company's common stock. Under the Restricted Stock Compensation Plan, restricted
shares are granted to qualified employees and are released from restrictions
ratably over five years. Awards are limited to an aggregate of 25,000 shares for
any Plan year. In fiscal 1996, no awards were made to any executive officers.
10
<PAGE> 14
The Committee selects key corporate executives to be participants in the
Corporate Development Incentive Plan based upon its judgment of the executive's
ability to significantly affect major decisions and actions which influence the
continued profitable growth and development of the Company, the value of the
executive's continuing service and the probable detriment of his or her
employment by competitors. The Committee selects participants and sets the
performance goals which must be achieved during the measurement period. The
measures and objectives may be based on earnings per share, earnings before tax
and gains on sale of assets, or other criteria which the Committee establishes.
Payment of awards under the Plan are made in common stock. An award, if any, is
made to a participant by the Company at the time the Committee determines that
performance goals have been met. Restrictions on the shares lapse and shares are
transferred to the participants in installments over approximately three years,
provided the shares have not been forfeited. Awards granted to qualified
employees under the Plan are limited to an aggregate of 105,000 shares for any
Plan year. The shares covered by the awards may not be transferred, sold,
pledged or otherwise disposed of prior to the lapse of restrictions. A target
award level is established for each executive officer based on his or her level
of responsibility. Based on Company earnings, a participant may have the
opportunity to earn awards in excess of the targeted amounts for the Company's
outstanding performance. Threshold standards required to be met before any stock
bonus award is made are also established. In fiscal 1996, the performance goal
was not met and no awards were made. See column (f) of the Summary Compensation
Table.
STOCK OPTIONS
The Committee administers the Company's 1995 Omnibus Incentive Stock Plan
which provides for awards of incentive stock options, non-qualified stock
options and stock appreciation rights. These awards directly relate the amounts
earned by the executives to the amount of appreciation realized by the Company's
shareowners over comparable periods. Stock options also provide executives with
the opportunity to acquire and build a meaningful ownership interest in the
Company. While the Company encourages stock ownership by executives, it has not
established any target levels for executive stock holdings. Awards are generally
made at a level calculated to be competitive. See the Option Grants During 1996
Fiscal Year Table.
The Committee considers stock option awards on an annual basis. These are
normally awarded in May. In determining the amount of options awarded, the
Committee generally establishes a level of award based on the position held by
the individual and his or her level of responsibility, both of which reflect the
executive's ability to influence the Company's long-term performance. The number
of options previously awarded to and held by executives are also reviewed but
are not an important factor in determining the size of the current award. The
number of options actually awarded in any year is based on an evaluation of the
individual's performance.
OTHER BENEFIT PROGRAMS
The executive officers participate in various health, life and disability
insurance programs, pension plan and a retirement savings 401(k) plan, that are
generally made available to all salaried employees. Executive officers also
receive certain traditional perquisites that are customary for their positions.
The Committee believes that the overall program it has adopted, with its
emphasis on long term compensation, serves to focus the efforts of the Company's
executives on the attainment of a sustained high rate of Company growth and
profitability for the benefit of the Company and its stockholders.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The Company's Chief Executive Officer, W. J. McKenna, has an Employment
Agreement. Effective May 1, 1996, his salary was increased to $850,000 which is
comparable to the compensation paid by companies of similar size. Mr. McKenna
has had an Employment Agreement with the Company since 1982 which ends on
November 30, 1996 and coincides with Mr. McKenna's seventieth birthday.
The Committee approved a cash bonus to Mr. McKenna of $290,000 for fiscal
1996.
In approving the salary increase and the bonus for fiscal 1996 and the grant
of stock options in fiscal 1996 to Mr. McKenna, the Committee took into account
the level and scope of his responsibilities and contributions to the Company.
11
<PAGE> 15
COMPANY POLICY ON QUALIFYING COMPENSATION
Internal Revenue Code Section 162(m), adopted in 1993, provides that
publicly-held companies may not deduct in any taxable year compensation in
excess of $1,000,000 paid to the CEO and other executive officers which is not
``performance based'' as defined in Section 162(m). The Committee will continue
to monitor the effect of this new provision on the Company's existing
compensation plans and will take appropriate action if warranted in the future
to maintain the deductibility of payments under the plan.
COMMITTEE COMPOSITION
This Report is submitted by the members of the Committee as of April 30,
1996.
Raymond F. Bentele
Leonard A. Genovese
James S. Marcus, Chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Except as stated below, there are no interlocks or insider participation
with any executive officers of the Company or with the members of the Committee,
Messrs. Bentele, Genovese and Marcus. Mr. Genovese, a Director, is Chairman of
the Board and President of Genovese Drug Stores, Inc. Mr. McKenna serves as a
Director on that Board. He also served as a member of the Compensation Committee
until he resigned from the Committee on June 12, 1995.
Jerry M. Hunter was elected a director at the Annual Meeting of Shareowners
held on August 25, 1994. Mr. Hunter is a partner in the law firm of Bryan Cave
in St. Louis, Missouri. The services of the law firm have been retained during
the last fiscal year and during the current fiscal year. Fees paid by the
Company to Bryan Cave did not exceed five percent of the law firm's gross
revenues for that firm's last fiscal year.
12
<PAGE> 16
PERFORMANCE GRAPH
The following graph compares the performance of Kellwood common shares with
that of the S&P 500 and S&P Textile Indices. The graph plots the growth in value
of an initial $100 investment over the indicated time periods, with dividends
reinvested.
[GRAPH]
<TABLE>
<CAPTION>
4/91 4/92 4/93 4/94 4/95 4/96
<S> <C> <C> <C> <C> <C> <C>
Kellwood Co. $100 $203 $197 $268 $204 $192
S&P 500 Index $100 $114 $125 $131 $154 $201
S&P Textile Index $100 $109 $109 $95 $93 $113
Note: Total return assumes reinvestment of dividends.
</TABLE>
13
<PAGE> 17
OTHER OFFICER AGREEMENTS
The Company has agreements with Messrs. McKenna, Jacobsen, and
several of the other officers providing for compensation in connection
with termination of employment following a Change in Control, as well
as if all or substantially all of the Company's assets are sold by the
Company, or the Company is liquidated or ceases to function as a going
concern. These agreements provide for the payment of a lump sum within
five days of the date of termination equal to the sum of (a) two times
the officer's highest base salary in effect during the fiscal year in
which the date of termination occurs, (b) two times the officer's
average annual incentive awards during the last three full fiscal
years, (c) the incentive award which, pursuant to any benefit plan of
the Company, had accrued or would have accrued to the officer during
the last full fiscal year, and (d) the last bonus award earned by the
officer under the Company's annual bonus program.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Securities Exchange Act of 1934 requires all executive
officers and directors to report any changes in the ownership of
common stock of the Company to the Securities and Exchange Commission,
the New York Stock Exchange and the Company.
Based solely upon a review of these reports and written
representations that no additional reports were required to be filed
in fiscal 1996, the Company believes that all reports were filed on a
timely basis.
INDEPENDENT ACCOUNTANTS
The Audit Committee recommended to the Board and the Board approved on May
30, 1996, the retention of Price Waterhouse LLP to serve as the Company's
independent accountants for fiscal year 1997.
Representatives of Price Waterhouse LLP will be present at the annual
meeting with the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
St. Louis, Missouri
July 11, 1996
14
<PAGE> 18
P
R
O
X
Y
KELLWOOD COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING AUGUST 22, 1996
WILLIAM J. MCKENNA, THOMAS H. POLLIHAN, JANE B. CAMPBELL, and each of them,
are hereby appointed proxies of the Shareowner(s) signing the reverse side
hereof, with power of substitution acting by a majority of the proxies
present and voting, or if only one proxy is present and voting then acting
by that one, to vote the shares of Kellwood Company common stock which the
Shareowner(s) is (are) entitled to vote, at the ANNUAL MEETING OF
SHAREOWNERS to be held at 600 Kellwood Parkway, St. Louis, Missouri on
August 22, 1996, at 9:00 A.M., and at any adjournment thereof, with all the
powers the signing Shareowners would possess if present. The proxies are
instructed to vote as specified on the REVERSE SIDE.
ELECTION OF DIRECTORS: FOR the maximum number (change of address)
of nominees listed below
(except as indicated on
the reverse side) who (as
selected by the Proxies
in their discretion) may _____________________________
be elected pursuant to _____________________________
cumulative voting. _____________________________
_____________________________
J. M. Hunter, J. C. Jacobsen (If you have written in the
J. S. Marcus, W. J. McKenna above space, please mark the
corresponding box on the
reverse side of this card.)
The shares represented by this Proxy will be voted as specified by the
Shareowner(s), SEE REVERSE SIDE, but if no specification is made, this Proxy
will be voted FOR the election of Directors and FOR each of the matters set
forth on the REVERSE SIDE, all as set forth in the notice of annual meeting
dated July 11, 1996, and the accompanying Proxy Statement. Discretion will
be used with respect to voting such other matters as may properly come before
the meeting.
---------------
! SEE REVERSE !
! SIDE !
---------------
000000
<PAGE> 19
/ X / Please mark your votes as in this example.
FOR WITHHELD
1. Election of Directors (see reverse) / / / /
For, except vote withheld from the following nominee(s):
______________________________________________
Change
/ / of
Address
SIGNATURE(S) ___________________________________________ DATE_________________
SIGNATURE(S) ___________________________________________ DATE ________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
<PAGE> 20
Appendix
Page 13 of the printed proxy contains a performance graph. The information
contained in the graph is depicted in the table that immediately follows the
graph.
