UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 11, 1998
(Date of earliest event reported)
KELLWOOD COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware
(State of Other Jurisdiction of Incorporation)
36-2472410
(Commission File Number)(IRS Employer Identification No.)
600 KELLWOOD PARKWAY
P.O. BOX 14374
CHESTERFIELD, MISSOURI 63017
(Address, including zip code, of
Registrant's Principal Executive Offices)
(314) 576-3100
(Registrant s Telephone Number, including area code)
ITEM 5. OTHER EVENTS
On December 11, 1998, Kellwood Company, a Delaware corporation
("Kellwood"), purchased substantially all of the non-real estate assets of
Fritzi for (i) 844,000 shares of Kellwood Common Stock, and (ii) the assumption
of certain liabilities and obligations from Fritzi California, a California
corporation ("Fritzi"), an Agreement for Purchase and Sale of Assets (the
"Agreement"). A copy of the press releases announcing the transaction are
attached as Exhibits and incorporated herein by reference.
ITEM 7. FINANCIAL STATMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.A Press Release dated December 1, 1998.
99.B Press Release dated December 14, 1998.
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 8-K 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 December 17, 1998.
KELLWOOD COMPANY
By: /s/ Thomas H. Pollihan
-----------------------------------------
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
Financial Contact: James C. Jacobsen, (314) 576-3429, Fax: (314) 576-3439 OR
Roger D. Joseph, (314) 576-3437, Fax: (314) 576-3325
Media Contact: Donna B. Weaver, (212) 575-7467, Fax: (212) 302-3773
KELLWOOD (NYSE) SIGNS AGREEMENT TO ACQUIRE
KORET OF CALIFORNIA, INC. AND FRITZI CALIFORNIA
WITH STOCK TRANSACTIONS;
ACQUISITIONS TO ADD OVER $400 MILLION TO KELLWOOD SALES;
KELLWOOD RESCINDS ITS STOCK REPURCHASE PLAN
ST. LOUIS, Missouri, December 1, 1998 Kellwood Company (NYSE) announced today
the signing of definitive agreements to acquire two San Francisco-based
companies Koret of California, Inc. and Fritzi California. These two
acquisitions will collectively increase Kellwood's sales by over $400 million,
according to Hal J. Upbin, president and chief executive officer.
Founded in 1938, Koret, a privately-held company, with sales of
approximately $300 million, is a leading designer, manufacturer and distributor
of moderately-priced women's coordinated sportswear under the Koret(R) of
California and Napa Valley(R) brand names. Koret(R) of California is considered
to be one of the top three moderately-priced women's sportswear brands in North
America. Sold through the department store and specialty store channels of
distribution, Koret(R) sportswear targets primarily women over the age of 45.
In addition to its sportswear business, Koret also consists of several
other divisions. New Campaign, Inc., markets belts, small leather goods, and
briefcases as licensee for Polo Ralph Lauren(R). Koret Outlet Stores division
operates the company's outlet stores located across the United States, and Jax,
a Canadian-based apparel company, markets sportswear at better and bridge price
points for the Canadian and U.S. markets. Koret has recently launched its first
collection of handbags and small leather goods under the Carolee(R) label under
a license with Carolee Designs.
- More -
Add One
Martin J. Granoff and Steven Rudin, Koret's chairman and president,
respectively, stated, "We are very pleased with the transaction and the positive
impact that being part of Kellwood will have on Koret's shareholders, employees,
customers and suppliers. The compatibility of Kellwood and Koret's corporate
cultures and business philosophies were key ingredients in the decision to
proceed."
Upbin added, "The acquisition of Koret clearly positions Kellwood as the
leader in moderately-priced women's sportswear while at the same time expanding,
and filling a void, in our product offerings. Koret's coordinated women's
sportswear complements our very successful Sag Harbor(R) brand, which hangs in
the related separates area and retails at the lower end of moderate price
points. This acquisition broadens our range of sportswear at moderate price
points, extending it to the upper end as well."
"This acquisition will enhance and grow Kellwood's overall business three
ways: It further balances our channel and customer mix, provides us with a
Canadian base to expand our position with retailers in North America, and
introduces us into the accessories arena, a category we have been pursuing for
some time," commented Upbin.
Founded in 1947, Fritzi California, with sales in excess of $100 million,
is a leading designer, manufacturer and distributor of dresses and sportswear
for juniors and girls. The dresses and sportswear are sold through department
and specialty store channels of distribution under the My Michelle(R) and jaclyn
b.(TM) brands for juniors targeting an age range of 12 to 29, and under the My
Michelle(R) and You Babes(R) brands for girls ages 6 to 14.
"We are excited about the synergies Kellwood and Fritzi will create with
this acquisition. With the combination of these two companies, there will be a
great potential for increased sales and expansion of market share," commented
Valli Benesch and Bob Tandler, Fritzi co-chief executive officers. Benesch and
Tandler also serve respectively as chairman and president.
"The Fritzi acquisition extends Kellwood's reach in two categories, juniors
and young girls, where we have had limited exposure. Through our analysis of
consumer demographics and market research, we determined these were categories
we should be in and that would support continued growth. This addition will
also better balance Kellwood's channel and customer mix," stated Upbin.
- More -
Add Two
"Both Koret and Fritzi will benefit from our Vision 2000 initiatives in the
areas of purchasing and sourcing, warehousing and distribution, and shared
administrative services, as well as other marketing and financing synergies,"
commented Upbin.
Kellwood stock will be used to acquire both companies. Koret will be
accounted for as a pooling of interests, and Fritzi California will be accounted
for as a purchase of assets. Pending shareholder approval of the Koret of
California, Inc. transaction, Kellwood will issue approximately 6,085,000 new
shares to acquire both companies, which will increase basic shares to
approximately 27,700,000; and diluted shares to approximately 28,100,000. The
transactions are anticipated to be completed during January 1999. The Company
also announced that it rescinded its September 30, 1996 Stock Repurchase Plan in
November 1998.
Kellwood Company (NYSE: KWD) is a leading marketer, merchandiser and
manufacturer of apparel and recreational camping products. For more about
Kellwood, visit the Company's web site at www.kwdco.com.
# # #
Financial Contact: James C. Jacobsen, (314) 576-3429, Fax: (314) 576-3439 OR
Roger D. Joseph, (314) 576-3437, Fax: (314) 576-3325
Media Contact: Donna B. Weaver, (212) 575-7467, Fax: (212) 302-3773
KELLWOOD COMPANY (NYSE) ACQUIRES
FRITZI CALIFORNIA CALIFORNIA APPAREL MAKER
ST. LOUIS, Missouri, December 14, 1998 Kellwood Company (NYSE) announced
the completion of its acquisition of San Francisco-based Fritzi California,
according to Hal J. Upbin, president and chief executive officer.
Fritzi California, with sales in excess of $100 million, is a leading
designer, manufacturer and distributor of dresses and sportswear for juniors and
girls. Fritzi's dresses and sportswear are sold through department and
specialty stores under the My Michelle(R), jaclyn b.(TM) and You Babes(R)
brands.
"This acquisition will further balance Kellwood's channel and customer mix
by extending our reach into the juniors and girls markets," Upbin said.
Fritzi's offerings in these product categories will support future growth as
Kellwood continues to expand its portfolio of branded apparel."
In a prior release issued on December 1, 1998, Kellwood announced the
signing of definitive agreements to acquire Koret of California, Inc., in
addition to Fritzi California. Kellwood anticipates the Koret transaction to be
completed during January 1999.
Kellwood Company (NYSE: KWD) is a leading marketer, merchandiser and
manufacturer of apparel and recreational camping products. For more about
Kellwood, visit the Company's web site at www.kwdco.com.
# # #
