Rule 424b3
File No. 333-68361
PROSPECTUS
844,000 Shares
Kellwood Company
Common Stock
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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, on 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.
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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.
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The date of this prospectus is January 19, 1999.
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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 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
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 Reports on Form 10-Q for the quarterly periods ended July 31,
1998 and October 31, 1998;
o Current Reports on Form 8-K dated December 2, 1998, December 3, 1998,
December 18, 1998 and January 19, 1999;
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;
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.
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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.
Shares which
Shares Beneficially Owned may be Sold
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Name(1) Number Percent(2) Number
------- ------ ---------- ------
Fritzi Realty, f/k/a Fritzi 844,000 3.75% 844,000
California
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(1) These Shares were 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 acquired substantially all of
the assets, properties, rights and claims of Fritzi in exchange for
844,000 shares of Common Stock. In connection with the transaction, the
two principal officers of Fritzi, Robert Samuel Tandler and Valli Diane
Benesch, entered into agreements to provide consulting services to
Kellwood.
(2) Percentage of beneficial ownership is based on 22,482,771 shares of
Common Stock as of January 15,
1999.
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 the 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 those 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.
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 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. Members of McDermott, Will & Emery own 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 the 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
January 19, 1999
