UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
April 30, 1999
(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. ACQUISITION OR DISPOSITION OF ASSETS
Effective April 30, 1999, Koret, Inc. became a wholly-owned
subsidiary of Kellwood Company pursuant to the Agreement and Plan of
Merger dated December 1, 1998, as amended, among Koret, Kellwood, Kellwood
Acquisition II Corporation, a wholly-owned subsidiary of Kellwood, and
certain stockholders of Koret. Kellwood Acquisition II was merged with
and into Koret, with Koret remaining as the surviving corporation. Each
share of Class A Common Stock, Class B Non-Voting Common Stock, and Class
C Special Common Stock of Koret outstanding immediately prior to the
merger was converted and exchanged for .6025391 shares of Kellwood Common
Stock, resulting in the issuance of up to 5,241,000 shares of Kellwood
Common Stock. The merger will be accounted for as a "pooling of
interests" under generally accepted accounting principles.
A copy of the press release announcing completion of the merger is
attached as an Exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Exhibits
99 Press Release dated April 29, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized, in the City of St. Louis, State
of Missouri on May 3, 1999.
KELLWOOD COMPANY
By: /s/ Thomas H. Pollihan
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Thomas H. Pollihan
Vice President, Secretary and
General Counsel
Contact: Christine S. Fowler
Phone: (314) 576-3393
Fax: (314) 576-3434
600 Kellwood Parkway
Chesterfield, MO 63017
KELLWOOD COMPANY (NYSE) COMPLETES
MERGER WITH KORET, INC.
ST. LOUIS, Missouri, April 29, 1999 Kellwood Company (NYSE) announced the
completion of the merger with Koret, Inc., according to Hal J. Upbin, Kellwood
president and chief executive officer. Shareowners of both companies have voted
in favor of the transaction, and the certificate of merger has been filed with
the Delaware Secretary of State to be effective April 30, 1999.
Koret, Inc., with sales of approximately $300 million, is a leading
designer, manufacturer and marketer of moderately priced women's coordinated
sportswear. The company markets apparel principally under the Koret(R), Napa
Valley(R) and Jax(R) brand names. Sold throughout the United States and Canada,
the brands can be found in department and specialty store channels of
distribution.
In addition to its successful sportswear business, Koret also markets
accessories through its New Campaign division, which produces men's and women's
belts and small leather goods under a licensing agreement for a well-known
designer. Koret also operates a number of retail outlet stores throughout the
United States.
Kellwood issued 5,241,000 new shares to acquire Koret, and the transaction
will be accounted for as a pooling of interests. Koret's management team of
Martin J. Granoff, vice chairman, and Steven Rudin, president and chief
executive officer, will remain with the company serving in these capacities.
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.kellwood.com.
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