As filed with the Securities and Exchange Commission on December __, 1998
Registration No. 333 ____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DELAWARE KELLWOOD COMPANY 36-24724210
(State or other jurisdiction (Exact name of registrant) (I.R.S. Employer
of incorporation or organization) as specified in its Identification No.)
charter
600 KELLWOOD PARKWAY
P.O. BOX 14374
ST. LOUIS, MISSOURI 63178
314-576-3100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THOMAS H. POLLIHAN, ESQ.
GENERAL COUNSEL
KELLWOOD COMPANY
600 KELLWOOD PARKWAY
ST. LOUIS, MISSOURI 63178
314-576-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
COPY TO:
FREDERICK W. AXLEY, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
---------------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
============================================= =================== ==================== ======================= =====================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
============================================= =================== ==================== ======================= =====================
<S> <C> <C> <C> <C>
Common Stock (par value $.01 per share)(3) 844,000 $26.91 $6,314
$22,712,040
============================================= =================== ==================== ======================= =====================
(1) Maximum number of shares which may be offered.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the Common Shares on the New York Stock Exchange on December 1,
1998.
(3) Including Series A Junior Preferred Stock purchase rights.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION DECEMBER __, 1998
PROSPECTUS
844,000 SHARES
KELLWOOD COMPANY
COMMON STOCK
-------------------------------
This prospectus relates to up to 844,000 shares (the "Shares") of
Common Stock, par value $.01 per share of Kellwood Company, a Delaware
corporation, which you, as a stockholder of Kellwood (the "Selling
Stockholders") may offer for sale. You may sell the Shares, from time to time,
directly or through one or more broker-dealers, stock exchanges on which the
Shares may be listed (such as the New York Stock Exchange), in the
over-the-counter market, in negotiated transactions or otherwise, at prices
related to the prevailing market prices or at negotiated prices. For more detail
about the process of selling your Shares see the information under the caption
"Plan of Distribution."
Kellwood will not receive any of the proceeds from the sale of your
Shares. Kellwood will bear all expenses of the registration of the Shares, but
you will have to pay any applicable underwriting commissions and expenses,
brokerage fees and transfer taxes, and also the fees and costs of any attorneys
or professional advisors that you choose to hire as well as the fees and
disbursements of counsel to and experts for the Selling Stockholders.
The Common Stock is listed for trading on the New York Stock Exchange
under the symbol "KWD".
Kellwood's mailing address is 600 Kellwood Parkway, P. O. Box 14374,
St. Louis, Missouri 63178, and its telephone number is 314-576-3100.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING ANY OF THE SHARES.
--------------------------------------------
Neither the Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
-------------------------------------------
The date of this prospectus is
December __, 1998.
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
About this Prospectus..........................................................2
Where You Can Find More Information............................................2
Special Note Regarding Forward-Looking Information.............................3
Kellwood Company...............................................................4
Risk Factors...................................................................4
Uncertainties in Integrating Business Operations.........................4
Increased Competition....................................................5
Dependence on Retention and Integration of Key Employees.................5
Challenge of Integrating Future Acquisitions.............................5
Use of Proceeds................................................................5
Selling Stockholders...........................................................6
Plan of Distribution...........................................................6
Legal Opinions.................................................................7
Experts........................................................................7
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement filed with the SEC
using a "shelf" registration process. Under this process, Shares described in
this prospectus may be sold in one or more transactions. This prospectus
provides you with a general description of the Shares. You should read both this
prospectus together with the additional information described under the heading
"Where You Can Find More Information" below.
WHERE YOU CAN FIND MORE INFORMATION
Kellwood files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy reports,
statements or other information at the SEC's public reference rooms in
Washington, D.C. (at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549),
New York, New York (at 7 World Trade Center, Suite 1300, New York, New York
10048) or Chicago, Illinois (at Suite 1400, 500 West Madison, Chicago, Illinois
60661). Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Kellwood's SEC filings are also available to the public
from commercial document retrieval services and at the web site maintained by
the SEC at "www.sec.gov". You can also review copies of or SEC filings at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Additional information about Kellwood can be found at its web site at
"www.kwdco.com".
As noted above, Kellwood has registered the Shares with the SEC on
Form S-3. This prospectus is part of that registration statement and, as
permitted by the SEC's rules, does not contain all the information set forth in
the registration statement. For further information you may refer to the
registration statement and to the exhibits and schedules filed as part of the
registration statement. You can review and copy the registration statement and
its exhibits and schedules at the public reference facilities maintained by the
SEC as described above. The registration statement, including its exhibits and
schedules, is also available on SEC's web site.
The SEC allows Kellwood to "incorporate by reference" the information
that Kellwood files with the SEC, which means that Kellwood can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and the information that Kellwood files with the SEC later will
automatically update and supersede this information. Kellwood incorporates by
<PAGE>
reference the documents listed below and any future filings Kellwood makes with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, until all of the Shares registered are sold by you:
o Annual Report on Form 10-K for the fiscal year ended
April 30, 1998;
o Quarterly Report on Form 10-Q for the quarterly period ended
July 31, 1998;
o Current Reports on Form 8-K dated December 2, 1998 and
December 3, 1998;
o The description of the Common Stock in Kellwood's
registration statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such description;
and
o The description of the Series A Junior Preferred Stock and
the Series A Junior Preferred Stock purchase rights in
Kellwood's registration statement filed pursuant to Section
12 of the Securities Exchange Act of 1934, and any
amendment or report filed for the purpose of updating such
description.
You may request a copy of these filings, and any other information
incorporated by reference in this registration statement, at no cost by writing
or telephoning Kellwood at: Kellwood Company, Attention: Thomas H. Pollihan,
Secretary, 600 Kellwood Parkway, P.O. Box 14374, St. Louis, Missouri 63178;
telephone number 314-576-3100.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH ANY OTHER INFORMATION. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this prospectus or in the
information incorporated by reference may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. This
information may involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by any forward-looking statements.
<PAGE>
KELLWOOD COMPANY
Kellwood is a leading designer, manufacturer and marketer of apparel
and camping soft goods with sales of over $1.7 billion in fiscal year 1998.
Kellwood is one of the largest providers of popular-to-moderate women's
sportswear in the United States, servicing all channels of distribution.
Additionally, it is a major manufacturer of men's woven shirts and a supplier of
outerwear and lingerie.
Kellwood operates five strategic business portfolios:
o Popular-to-Moderate Women's Sportswear, which designs,
contracts for the manufacture of, and markets a broad range of
apparel with targeted price points of $50.00 and below under
brands such as Sag Harbor(R), Kathie Lee(R), Cricket Lane(R),
Studio Ease(R), MHM(R), and Plaza South(TM);
o Better-to-Bridge Women's Sportswear, which designs,
contracts for the manufacture of, and markets a broad range
of apparel with targeted price points of over $50.00 under
brands such as David Dart(R), Bill Burns(R), Northern
Isles(R), Robert Scott(R) and David Brooks(R);
o Private Label, which manufactures and markets a broad range
of sportswear, activewear, outerwear and intimate apparel
principally produced in plants operated by the company in
the United States or in the Caribbean Basin;
o Smart Shirts, which principally manufactures woven and knit
shirts in plants operated by the company in Hong Kong,
China and Sri Lanka for sales primarily in the United
States; and
o Recreational Products, which manufactures a broad range of
camping soft goods including tents, sleeping bags, back
packs and technical apparel under the Sierra Designs(R),
Kelty(R), Slumberjack(R) and Wenzel(R) brands.
Kellwood sells its products through multiple channels of
distribution, including national retail chains, department stores, specialty
stores, mass merchants, mail order houses, sporting goods stores, discounters
and other retailers. Kellwood's global sourcing capability is diverse in terms
of the range of products produced and sourced. In order to enhance
responsiveness to the changing needs of the customer, to achieve flexibility and
to reduce costs, Kellwood maintains sourcing relationships with contract
manufacturers around the world. This network is supplemented by 32
company-operated plants located in the United States, Canada, the Caribbean
Basin, Hong Kong, the People's Republic of China, and Sri Lanka.
Additional information concerning Kellwood is included in Kellwood's
reports filed with the SEC that are incorporated by reference in this
Prospectus, which are described above under the heading "Where You Can Find More
Information."
RISK FACTORS
Before you buy any securities offered by this prospectus or a
prospectus supplement, you should be aware that there are various risks,
including those described below. You should consider carefully these risk
factors, together with all of the other information in this prospectus, any
prospectus supplement, and the documents incorporated by reference before you
decide to acquire any Shares.
UNCERTAINTIES IN INTEGRATING BUSINESS OPERATIONS
A successful integration of the apparel business of Fritzi California
pursuant to the Fritzi Purchase Agreement (as described more fully under the
heading "Selling Stockholders") will require, among other things, integration of
the two companies':
o respective technological expertise;
o key personnel;
<PAGE>
o sales and distribution channels;
o manufacturing and sourcing;
o products and product development efforts; and
o management information systems.
There can be no assurance that the integration will be successfully
accomplished. Moreover, the integration of the operations following the
acquisition of the Fritzi business will require the dedication of management and
other personnel which may distract their attention from the day-to-day business
of Kellwood, the development or acquisition of new products and technologies and
the pursuit of other business acquisition activities. Failure to successfully
accomplish the integration and development of the two companies' operations and
technologies, or a prolonged delay in accomplishing a reasonable measure of
integration, may have a material adverse effect on Kellwood Company.
INCREASED COMPETITION
Competition in the apparel industry is intense and is dominated by a
number of very large brands, each of which is likely to have greater financial,
technical and marketing resources, greater manufacturing capacity and more
extensive and established customer relationships than the combined company.
Kellwood believes the acquisition of Fritzi's business should enable Kellwood to
become a more important player in the global apparel industry. As such, the
competitive responses encountered by Kellwood from these larger, more
established, apparel companies may be more aggressive and comprehensive than
those faced by either of Kellwood or Fritzi individually. There can be no
assurance that Kellwood will be able to compete successfully with its larger
competitors or that aggressive competitive moves faced by the combined company
will not result in lower prices for the combined company's products, decreased
gross profit margins, or otherwise have a material adverse effect on its
business, financial condition and results of operations.
DEPENDENCE ON RETENTION AND INTEGRATION OF KEY EMPLOYEES
The success of Kellwood after acquisition of the Fritzi business is
dependent on the retention and integration of the key management, sales,
manufacturing, marketing, engineering and other employees of Kellwood and
Fritzi. Competition for qualified personnel in the apparel industry is intense,
and competitors may use aggressive tactics to recruit key employees during the
integration phase following the acquisition of the Fritzi business. There can be
no assurance that key employees of either Kellwood or Fritzi will remain with
Kellwood after the acquisition.
CHALLENGE OF INTEGRATING FUTURE ACQUISITIONS
Kellwood has pursued acquisitions as an important component of its
business strategies, and it is expected that this acquisition strategy will
continue for the foreseeable future. There can be no assurance that attractive
acquisition candidates will be found or that after the acquisition of the Fritzi
business Kellwood will be successful at effectively managing the integration of
acquired businesses into the existing business. If expected synergies from
acquisition transactions do not materialize or the combined company fails to
successfully integrate new businesses, the combined company's results of
operations could be adversely affected.
USE OF PROCEEDS
Kellwood will receive none of the proceeds from the offering and sale
of the Shares.
<PAGE>
SELLING STOCKHOLDERS
You have acquired the Shares under the circumstances described in the
notes to the following table. This table sets forth the number of Shares owned
by each of you, and the number of Shares that you may offer and sell from time
to time pursuant to this prospectus.
<TABLE>
<CAPTION>
SHARES WHICH MAY
SHARES BENEFICIALLY OWNED BE SOLD
Name(1) Number Percent(2) Number
<S> <C> <C> <C>
Fritzi Realty, f/k/a Fritzi California 844,000 3.8% 844,000
- --------------
(1) These Shares will be acquired pursuant to the Agreement for Purchase
and Sale of Assets, dated as of November 30, 1998, by and among
Kellwood, Fritzi California, a California corporation ("Fritzi"), and
the stockholders of Fritzi (the "Fritzi Purchase Agreement").
Pursuant to the Fritzi Purchase Agreement, Kellwood will acquire
substantially all of the assets, properties, rights and claims of
Fritzi in exchange for up to 844,000 shares of Common Stock. The
Fritzi Purchase Agreement further provides that in connection with
transaction the two principal officers of Fritzi, Robert Samuel
Tandler and Valli Diane Benesch, will enter into agreements to
provide consulting services to Kellwood.
(2) Percentage of beneficial ownership is based on 22,000,000 shares of
Common Stock as of November 30, 1998.
</TABLE>
PLAN OF DISTRIBUTION
If you sell Shares pursuant to this prospectus you will be selling the
Shares for your own accounts. Kellwood will not receive any of the proceeds from
the sale of the Shares.
You may, from time to time, choose to sell any or all of your Shares
directly or through one or more broker-dealers, in one or more transactions on
stock exchanges on which the Common Stock may be listed (such as the New York
Stock Exchange) pursuant to and in accordance with the rules of those exchanges,
in the over-the-counter market, in negotiated transactions or otherwise, at
prices related to prevailing market prices or at negotiated prices. In the event
that one or more broker-dealers agree to sell the Shares, it may do so by
purchasing Shares as principals or by selling the Shares as your agents. A
broker-dealer may receive compensation from you in the form of underwriting
discounts or commissions and may receive commissions from purchasers of the
Shares for whom it may act as agent.
If any broker-dealer purchases the Shares as principal it may resell
the Shares from time to time or through other broker-dealers, and such other
broker-dealers may receive compensation in the form of concessions or
commissions from you or purchasers of the Shares for whom they may act as
agents. To the extent required at the time a particular offer of the Shares is
made, a supplement to this prospectus will be distributed which will set forth
the aggregate principal amount of Shares being offered and the terms of the
offering, including the name or names of any broker-dealers, the purchase price
paid by any underwriter for the Shares purchased from you, any discounts,
commissions and other items constituting compensation from you and any
discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers, including the proposed selling price to the public.
In addition and without limiting the foregoing, you will be subject
to applicable provisions of the Securities Exchange Act of 1934 and the rules
and regulations thereunder including, without limitation, Regulation M.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the Shares may not
be sold unless the Shares have been registered or qualified for sale in the
state or an exemption from registration or qualification is available and is
complied with.
<PAGE>
Kellwood will bear all expenses of the registration of the Shares,
but you will have to pay any applicable underwriting commissions and expenses,
brokerage fees and transfer taxes, and also the fees and costs of any attorneys
or professional advisors that you choose to hire.
The Company has agreed to keep the Registration Statement, of which
this prospectus is a part, continuously effective and usable for a period of the
earlier of one year from the date of the closing of the transactions
contemplated by the Fritzi Purchase Agreement or when all of the Shares covered
by the Registration Statement have been sold by Fritzi.
LEGAL OPINIONS
The validity of the Shares offered hereby will be passed upon for
Kellwood by McDermott, Will & Emery, Chicago, Illinois, special securities
counsel for Kellwood. Certain members of McDermott, Will & Emery own shares of
Kellwood Common Stock.
EXPERTS
The consolidated financial statements incorporated by reference in
this Prospectus by reference to the Annual Report on Form 10-K of Kellwood
Company for the year ended April 30, 1998 have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT, INCORPORATED
BY REFERENCE OR PROVIDED IN A PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THESE DOCUMENTS. THIS PROSPECTUS IS NOT
AN OFFER TO SELL SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
844,000 SHARES
KELLWOOD COMPANY
COMMON STOCK
PROSPECTUS
December __, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses (other than the SEC
registration fee) of the issuance and distribution of the securities being
registered, all of which will be paid by Kellwood.
SEC registration fee $ 6,314
Fees and expenses of counsel 10,000
Printing Fees and expenses of accountants 5,000
Miscellaneous 3,686
-----------
Total $ 25,000
Kellwood has agreed to bear all expenses (other than underwriting
discounts and selling commissions, brokerage fees and transfer taxes, if any,
and the fees and expenses of counsel and other advisors to the Selling
Stockholders) in connection with the registration and sale of the Shares being
offered by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (Section 102) allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach
of his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or derived an improper personal benefit. The Restated Certificate of
Incorporation, as amended, of Kellwood contains a provision which eliminates
directors' personal liability as set forth above.
The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be indemnified; and authorizes Kellwood to buy directors' and officers'
liability insurance. Indemnification provided under Section 145 is not exclusive
of any other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.
Kellwood's Restated Certificate of Incorporation, as amended,
provides for indemnification to the fullest extent expressly authorized by
Section 145 of the Delaware General Corporation Law for directors, officers and
employees of Kellwood and also to persons who are serving at the request of
Kellwood as directors, officers or employees of other corporations (including
subsidiaries). This right of indemnification is not exclusive of any other right
which any person may acquire under any statute, bylaw, agreement, contract, vote
of stockholders or otherwise.
Kellwood has purchased liability policies which indemnify its
directors and officers against loss arising from claims by reason of their legal
liability for acts as officers, subject to limitations and conditions as set
forth in the policies.
<PAGE>
ITEM 16. EXHIBITS.
Exhibit
Number Description
4.1 Restated Certificate of Incorporation, as amended, of
Kellwood Company incorporated herein by reference to Form
10-Q for the quarter ended July 31, 1987, SEC File No.
1-340.
4.2 Bylaws, as amended, of Kellwood Company, incorporated herein by
reference to Form 10-K for the fiscal year ended April 30, 1996,
SEC File No. 1-7340.
4.3 Rights Agreement with respect to Rights to Acquire Series A
Junior Preferred Stock between the registrant and Centerre
Trust Company of St. Louis, incorporated herein by
reference to Registration Statement on Form 8-A, effective
June 24, 1986, Amendment dated August 21, 1990,
incorporated herein by reference to Form 10-Q for the
quarter ended October 31, 1990, and Amendment dated May 31,
1996 incorporated herein by reference to Form 8-A/A
effective June 3, 1996, SEC File No. 1-7340.
5.1 Opinion of McDermott, Will & Emery regarding legality
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Powers of Attorney
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(3) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri on November 30, 1998.
KELLWOOD COMPANY
By: /s/ THOMAS H. POLLIHAN
Thomas H. Pollihan
Vice President, Secretary and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 30th day of November, 1998:
SIGNATURE TITLE
* Director, Chairman of the Board, Chief
(William J. McKenna) Executive Officer (principal executive officer)
* Director, President and Chief Operating Officer
(Hal J. Upbin)
* Director, Vice Chairman (principal financial
(James C. Jacobsen) and accounting officer
* Director
(Raymond F. Bentele)
* Director
(Edward S. Bottum)
* Director
(Kitty G. Dickerson)
* Director
(Leonard A. Genovese)
* Director
(Jerry M. Hunter)
* Director
(James S. Marcus)
* Director
(Fred W. Wenzel)
*By: /s/ THOMAS H. POLLIHAN
Thomas H. Pollihan
Attorney-in-fact
December 4, 1998
Kellwood Company
600 Kellwood Parkway
P.O. Box 14374
St. Louis, Missouri 63178
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection with the
preparation of a registration statement on Form S-3 (the "Registration
Statement"), pertaining to the registration of an offering of up to 844,000
shares of the Company's Common Stock, par value $.01 per share (the "Shares").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records,
and other instruments as we have deemed necessary for the purposes of the
opinion, including the following: (a) the Certificate of Incorporation of the
Company, together with all amendments thereto; (b) the Bylaws of the Company, as
amended; and (c) resolutions of the Company adopted by the Board of Directors of
the Company at its November 10, 1998 meeting. For purposes of this opinion, we
have assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the authenticity of the originals of all documents submitted to us as
copies. We have also assumed the genuineness of the signatures on documents
reviewed by us and the legal capacity of natural persons.
Based on the foregoing, we are of the opinion that the Shares, when duly
executed and delivered by authorized officers of the Company and issued upon
receipt of the consideration to be paid therefor, will be legally issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the section
entitled "Legal Opinions" in the Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted, or otherwise
relied upon for any other purposes.
Very truly yours,
/s/ McDermott, Will & Emery
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
May 28, 1998, which appears on page 16 of the 1998 Annual Report to Shareholders
of Kellwood Company, which is incorporated by reference in Kellwood Company's
Annual Report on Form 10-K for the year ended April 30, 1998. We also consent to
the incorporation by reference of our report on the Financial Statement Schedule
which appears on page 13 of such Annual report on Form 10-K. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
December 2, 1998
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 12, 1998
/s/ William J. McKenna
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 12th day of November, 1998, before me personally appeared
William J. McKenna, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Jane B. Campbell
Notary Public
My Commission Expires: 11/21/2000
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 13, 1998
/s/ Hal J. Upbin
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 13th day of November, 1998, before me personally appeared Hal
J. Upbin, to me known to be the person whose name is subscribed to the within
instrument, and acknowledged that he/she executed the same as his/her free act
and deed.
/s/ Melinda R. Hayes
Notary Public
My Commission Expires: 8/12/2002
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 12, 1998
/s/ James C. Jacobsen
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 12th day of November, 1998, before me personally appeared
James C. Jacobsen, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Jane B. Campbell
Notary Public
My Commission Expires: 11/21/2000
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 10, 1998
/s/ Raymond F. Bentele
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 10th day of November, 1998, before me personally appeared
Raymond F. Bentele, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Jane B. Campbell
Notary Public
My Commission Expires: 11/21/2000
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 11, 1998
/s/ Edward S. Bottum
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 11th day of November, 1998, before me personally appeared
Edward S. Bottum, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Sue H. Lambert
Notary Public
My Commission Expires: 12/9/2000
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 10, 1998
/s/ Kitty G. Dickerson
STATE OF MISSOURI )
) SS.
COUNTY OF BOONE )
On this 10th day of November, 1998, before me personally appeared
Kitty G. Dickerson, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Eva Sue Calvin
Notary Public
My Commission Expires: 11/13/2001
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 9, 1998
/s/ Leonard A. Genovese
STATE OF NEW YORK )
) SS.
COUNTY OF SUFFOLK )
On this 9th day of November, 1998, before me personally appeared
Leonard A. Genovese, to me known to be the person whose name is subscribed to
the within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Susan A. Bona
Notary Public
My Commission Expires: 3/9/1999
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 24, 1998
/s/ Jerry M. Hunter
STATE OF __________________ )
) SS.
COUNTY OF _________________ )
On this _____ day of ___________, 1998, before me personally appeared
Jerry M. Hunter, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
- -----------------------------
Notary Public
My Commission Expires:__________________
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 11, 1998
/s/ James S. Marcus
STATE OF __________________ )
) SS.
COUNTY OF _________________ )
On this _____ day of ___________, 1998, before me personally appeared
James S. Marcus, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
- -----------------------------
Notary Public
My Commission Expires:__________________
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of Kellwood Company, (the "Company"),
does hereby constitute and appoint Thomas H. Pollihan or Donald J. Gramke
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her, and in his/her name, place and
stead, to sign the Company's Form S-3 Registration Statement regarding the
Fritzi Acquisition, and to file the same, with the Securities and Exchange
Commission, granting unto the attorney-in-fact full power and authority to sign
such document on behalf of the undersigned and to make such filing, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that the attorney-in-fact, or his/her substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: November 10, 1998
/s/ Fred W. Wenzel
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
On this 10th day of November, 1998, before me personally appeared
Fred W. Wenzel, to me known to be the person whose name is subscribed to the
within instrument, and acknowledged that he/she executed the same as his/her
free act and deed.
/s/ Jane B. Campbell
Notary Public
My Commission Expires: 11/21/2000
