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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended April 30, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ---------------- to ---------------
Commission File Number 1-7340
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KELLWOOD COMPANY
- - ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-2472410
- - ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO 63178
- - --------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314)576-3100
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, par value $.01 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
At June 27, 1994, Kellwood Company had 21,050,831 shares of Common
Stock, par value $.01, outstanding. While it is difficult to
determine the number of shares owned by nonaffiliates, the Company
estimates that the aggregate market value of the Common Stock on
June 27, 1994 (based upon the closing price of these shares on the
New York Stock Exchange) held by nonaffiliates was approximately
$434,173,000.
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DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareowners for fiscal year ended April 30, 1994
(Item 1 in Part I; Items 5, 6, 7 and 8 in Part II, and Part IV).
Proxy Statement for Annual Meeting of Shareowners to be held on
August 25, 1994 (Items 10, 11, 12 and 13 in Part III).
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PART I
ITEM 1. BUSINESS
(a) Kellwood Company and its subsidiaries (the "Company")
manufacture and market apparel and related soft goods. Kellwood
Company was founded in 1961 as the successor by merger of fifteen
independent suppliers to Sears.
During the second half of the 1980's, the Company
implemented a business strategy to expand its branded label
products, broaden its customer base, increase its channels of
distribution and further develop its global product sourcing
capability. Since 1985, Kellwood has acquired the following 12
domestic companies.
Company Name Date of Acquisition
------------ -------------------
* Cape Cod-Cricket Lane, Inc.(1) . . . . . . . . . . March, 1985
* Parsons Place Apparel Company, Ltd. (Sag Harbor)(1) June, 1986
* E Z Sportswear (Melrose)(1) . . . . . . . . . . . . December, 1986
* En Chante, Inc.(1) . . . . . . . . . . . . . . . . December, 1986
* Robert Scott Ltd., Inc. (SBH Group)(1) . . . . . . July, 1987
David Brooks Ltd., Inc.,(1)
and Andrew Harvey Ltd.(1)
* American Recreation Products, Inc. . . . . . . . . November, 1988
* Slumberjack, Inc. . . . . . . . . . . . . . . . . . September, 1989
* Crowntuft Manufacturing Corp.(1) . . . . . . . . . October, 1989
* decorp INC.(1) . . . . . . . . . . . . . . . . . . October, 1990
* California Ivy, Inc.. . . . . . . . . . . . . . . . July, 1992
* A. J. Brandon, Inc.(1). . . . . . . . . . . . . . . December, 1992
* Goodman Knitting Co., Inc.(1) . . . . . . . . . . . July, 1993
(1) Subsequent to acquisition, these companies were
liquidated and consolidated into Kellwood Company
as separate divisions. The purpose of these
consolidations was to simplify the Company's
organizational structure, and has no impact on the
operations of these divisions.
These companies are principally marketers of branded
apparel except for American Recreation Products, Inc. and
Slumberjack which are manufacturers and marketers of branded
camping soft goods and Crowntuft Manufacturing Corp. which is a
vertically integrated manufacturer of chenille robes.
In addition to its domestic acquisitions, in the early
1980's, the Company acquired Smart Shirts Limited of Hong Kong, a
leading shirt and blouse manufacturer in the Far East. Smart
Shirts has, since its acquisition, continued to diversify its
manufacturing capabilities from its principal base of Hong Kong to
the People's Republic of China, Sri Lanka, Saipan and Costa Rica.
Kellwood has invested $231 million acquiring the 12 U.S.
companies above and companies in Saipan and Costa Rica since the
inception of the acquisition program that began in 1985. These
investments were primarily financed by cash provided from
operations and short-term borrowings. Kellwood's short-term
borrowings related to these acquisitions were subsequently replaced
with long-term notes due insurance companies or repaid with cash
repatriated from Kellwood's Far East operations, other cash
provided by operations, or cash provided by the public sale of
common stock. The total investment in subsidiaries was
approximately $28,324,000, $42,266,000, and $10,301,000 for 1994,
1993 and 1992, respectively.
As a result of the above business strategy, the Company
has redirected its focus from primarily the manufacturing of
private label apparel and home fashions for Sears to a marketing-
driven emphasis on branded apparel and related soft goods. The
Company's acquisition strategy has further diversified its customer
base and has broadened its channels of distribution. As a result
of these efforts, sales to Sears declined to 9% of total sales in
fiscal year 1994, compared to 50% in fiscal year 1985.
(b) All of the Company's operations are in the apparel and
related soft goods industry.
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(c) The Company manufactures and markets apparel and other
soft goods products made from cloth or fabric or knitted from yarn.
These products are manufactured primarily domestically and in the
Far East.
(i) The Company's products include diversified lines of
men's, women's and children's clothing, furnishings for the home,
sleeping bags, and other soft goods. Products are mainly sold to
retailers under either the Company's or customer's brands and
labels.
(ii) The Company anticipates no significant change in
products or new industry segments which would require a material
investment. However, business acquisitions within the apparel and
related soft goods industry are continually being considered, and
it is anticipated that external and internal growth will generate
increasing requirements for capital. The Company has negotiated a
$120 million fully committed revolving credit agreement to replace
its current $60 million agreement which expired on July 1, 1994.
The combined operating, cash and equity position of the Company
should continue to provide the capital flexibility necessary to
fund future opportunities as well as to meet existing obligations.
(iii) The Company purchases the majority of its raw
materials directly from numerous textile mills and yarn producers
and converters. The Company has not experienced difficulty in
obtaining raw materials essential to its business.
(iv) The Company holds patents covering various aspects
of its products, the machinery used to manufacture its products,
and various manufacturing processes. The Company is a licensee of
certain trade names and patented machines and processes. The
expiration, or invalidation, of any of the patents or licenses
would not, in the opinion of management, have a material effect
upon the continuation of business.
(v) Although specific styles are seasonal, the Company's
various product lines are manufactured and sold on a year-round
basis. Products are primarily manufactured and sold prior to each
of the principal retail selling seasons including spring, summer,
fall and holiday.
(vi) Consistent with the seasonality of specific product
offerings, the Company carries necessary levels of inventory to
meet the anticipated delivery requirements of its customers.
(vii) Approximately $150,130,000 (12%) of the
Company's sales in the fiscal year ended April 30, 1994, were to J.
C. Penney Company, Inc. ("J. C. Penney"). No other customer
accounts for more than 10% of the Company's revenues.
Approximately $112,236,000 (9%) of the Company's sales in the
fiscal year ended April 30, 1994, were to Sears, Roebuck and
Co. ("Sears"). Other information relating to J. C. Penney and
Sears is set forth in the Company's 1994 Annual Report to
Shareowners, under the caption "Significant Customers" in the Notes
to Consolidated Financial Statements, which information is
incorporated herein by reference. The Company's management
believes that the relationships with J. C. Penney and Sears will
continue into the foreseeable future.
(viii) Approximately 30% of the Company's domestic
sales are produced under contracts for distribution on a seasonal
basis. It is normal for the merchandise manufactured under these
contracts to be sold within 12 months after production. Because of
this, the Company does not believe backlog is important for this
merchandise. In addition to these contracts, the backlog for
domestic operations totalled approximately $302 million as of April
30, 1994 ($209 million - 1993). The backlog for Far East
operations totalled approximately $90 million ($89 million - 1993).
All of the Company's backlog is expected to be filled within 12
months.
(ix) Government contracts or subcontracts with the
Company are not material.
(x) The Company has substantial competition from
numerous manufacturers and marketers, but accurate statistics
relative to the competitive position of the Company are not
available.
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(xi) The Company has a continuing program for the purpose
of improving its products and production machinery. The Company is
not engaged in any material customer sponsored research and
development programs. The dollar amount spent in the research and
development activities during fiscal 1994, 1993 and 1992 was not
material.
(xii) In the opinion of management, there will be no
material effect on the Company resulting from compliance with any
federal, state or local provisions which have been enacted or
adopted regulating the discharge of materials into the environment
or otherwise relating to the protection of the environment.
(xiii) At the end of fiscal 1994, there were
approximately 15,500 people employed by the Company. Substantially
all of the work force is non-union, and the Company considers its
relations with its employees to be satisfactory.
(d) Except for its Far East operations, the Company's foreign
activities including foreign manufacturing operations and customers
have not been material. The Company owns all of the outstanding
shares of Smart Shirts Limited, a Hong Kong corporation engaged in
apparel manufacturing, and other Far East companies under Smart
Shirts' management. The sales, operating profit, and identifiable
assets attributable to each geographic area is set forth in the
Company's 1994 Annual Report to Shareowners, under the caption
"Industry Segment and Geographic Area Information" in the Notes to
Consolidated Financial Statements, which note is incorporated
herein by reference. The risk attendant to the Company's Far East
operations is slightly greater than that of domestic operations
primarily due to quota allocations and political instability.
Utilization of existing quota rights and diversification of Far
East manufacturing capacity to various countries help to mitigate
these risks.
ITEM 2. PROPERTIES
At April 30, 1994, the Company operated 32 production plants
and various distribution facilities. Domestic business operated 19
plants in eight states, two plants in the Dominican Republic, one
plant in Honduras and one plant in Canada. These domestically
managed plants aggregated to approximately 3,350,000 square feet
and were operating at an estimated 87% of capacity at April 30,
1994. Nineteen of these domestically managed plants were primarily
producing private label goods and four were primarily producing
branded goods. The Company's Far East subsidiaries operated nine
plants which aggregated to approximately 800,000 square feet and
were operating at an estimated 90% of capacity. Far East
subsidiaries manage operations in Hong Kong, Sri Lanka, Saipan,
Costa Rica and China.
In management's opinion, current facilities generally are well
maintained and provide adequate production capacity for future
operations. However, management continues to evaluate the need to
reposition the Company's portfolio of businesses and facilities to
meet the needs of the changing markets it serves and reflect the
international business environment.
The Company's operating facilities are primarily leased under
long-term capital leases with renewal options at decreasing
rentals. Certain facilities are leased under operating leases that
generally contain renewal options. The Company also leases its
corporate space in St. Louis County, Missouri and major showrooms
in New York City, New York; Chicago, Illinois; Dallas, Texas; and
Los Angeles, California.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in several routine lawsuits incidental
to the Company's business. Management and general counsel are of
the opinion that the ultimate disposition of such litigation should
have no material adverse effect on the Company's financial position
or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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EXECUTIVE OFFICERS OF THE REGISTRANT AS OF JUNE 27, 1994
Name of Office and Employment During
Officer Age the Last Five Fiscal Years
- - -------------------- --- --------------------------------------
William J. McKenna 67 Chairman, President and Chief
Executive Officer since May 1,
1991; President and Chief Executive
Officer (1984-1991)
George K. Hansen 64 Executive Vice President Operations
since February 26, 1991; Chairman
and Chief Executive Officer of
Bayly Corp. (1987-1991)
Harry B. Holding 57 Executive Vice President Marketing
since May 30, 1991; President and
Chief Executive Officer of the
Hartwell Company (1967-1991)
James C. Jacobsen 59 Executive Vice President
Administration since May 31, 1989;
Senior Vice President Finance-
Administration (1989)
Hal J. Upbin 55 Executive Vice President Corporate
Development since May 28, 1992;
Vice President Corporate
Development (1990-1992); President
of American Recreation Products,
Inc. (1988-1992)
F. Lee Fox 59 Vice President Human Resources
since May 31, 1990; Director of
Personnel (1982-1990)
Lawrence E. Hummel 51 Vice President Controller since
February 25, 1992; Controller
(1983-1992)
Roger D. Joseph 52 Vice President Treasurer since
February 25, 1992; Treasurer (1986-
1992)
Robert E. Madden 54 Vice President since August 24,
1993; Chief Executive Officer of
SBH Group (1987-1993)
Leon M. McWhite 52 Vice President since March 24,
1994; President of Kellwood
Lingerie/Activewear (1989-1994)
Verner L. Page 63 Vice President since February 26,
1991; Vice President, Catalog
Merchandising and Marketing for
Sears, Roebuck and Co. (1989-1990)
Thomas H. Pollihan 44 Vice President, Secretary and
General Counsel since May 27, 1993;
General Counsel and Secretary
(1989-1993)
Paul M. Rivard 52 Vice President Information Services
since May 27, 1993; Director of
Management Information Services
(1990-1993); Computer Services
Director (1984-1990)
John A. Turnage 48 Vice President Manufacturing and
Sourcing since February 28, 1989
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
The information required by this Item is set forth in the
Company's 1994 Annual Report to Shareowners, at the "Financial
Highlights" page inside the front cover under the caption "Common
Stock Data," which information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth in the
Company's 1994 Annual Report to Shareowners, at page 20 under the
caption "Supplemental Selected Financial Data," which information
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is set forth in the
Company's 1994 Annual Report to Shareowners, at pages 21 to 22
under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which information
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the
report thereon of Price Waterhouse dated June 1, 1994, appearing at
pages 10 to 22 of the Company's 1994 Annual Report to Shareowners,
are incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item regarding
directors is set forth in the Company's Proxy Statement for the
1994 Annual Meeting of Shareowners, at pages 3 and 4 under the
captions "Nominees for Election to Serve Until 1996" and "Directors
Continuing to Serve Until 1995," which information is incorporated
herein by reference.
(b) Reference is made to "Executive Officers of the
Registrant as of June 27, 1994" in Part I after Item 4.
(c) The information called for with respect to the
identification of certain significant employees is not applicable
to the registrant.
(d) There are no family relationships between the
directors and executive officers listed above. There are no
arrangements nor understandings between any named officer and any
other person pursuant to which such person was selected as an
officer.
(e) Each of the officers named in Part I was elected to
serve in the office indicated until the first meeting of the Board
of Directors following the Annual Meeting of Shareowners in August
1994 and until his successor is elected and qualified.
(f) There are no legal proceedings involving directors,
nominees for directors, or officers.
The information required by this Item regarding compliance
with Section 16(a) of the Exchange Act is set forth in the
Company's Proxy Statement for the 1994 Annual Meeting of
Shareowners at page 13 under the caption "Compliance with
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Section 16(a) of the Exchange Act," which information is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the
Company's Proxy Statement for the 1994 Annual Meeting of
Shareowners, at pages 6 through 13 under the captions "Compensation
of Executive Officers," "Retirement Program," and "Other Officer
Agreements," which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is set forth in the
Company's Proxy Statement for the 1994 Annual Meeting of
Shareowners, at pages 2 and 5 under the captions "Security
Ownership of Certain Beneficial Owners" and "Management Ownership
of the Company's Stock," which information is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the
Company's Proxy Statement for the 1994 Annual Meeting of
Shareowners, at page 4 under the caption "Transactions Since May 1,
1993 in Which Nominees for Directors, Directors, Officers and Major
Shareowners Had Interests," which information is incorporated
herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) FINANCIAL STATEMENTS AND SCHEDULES
The consolidated financial statements, together with the
report thereon of Price Waterhouse dated June 1, 1994, appearing at
pages 10 to 22 of the 1994 Annual Report to Shareowners are
incorporated by reference in this Form 10-K. With the exception of
the aforementioned information and information incorporated in
Items 1, 5, 6, 7 and 8, the 1994 Annual Report to Shareowners is
not to be deemed filed as part of this Form 10-K. The following
financial statement schedule should also be read in conjunction
with the financial statements in such 1994 Annual Report to
Shareowners. Financial statement schedules not included in this
Form 10-K have been omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto. Separate financial statements of 50% or less owned
persons accounted for by the equity method which are not shown
herein have been omitted because, if considered in the aggregate,
they would not constitute a significant subsidiary.
(i) Financial Statements:
Report of Independent Accountants
Consolidated Statement of Earnings, Years Ended
April 30, 1994, 1993 and 1992
Consolidated Balance Sheet, April 30, 1994 and 1993
Consolidated Statement of Cash Flows, Years Ended
April 30, 1994, 1993 and 1992
Consolidated Statement of Shareowners' Equity,
Years Ended April 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
(ii) Report of Independent Accountants on Financial
Statement Schedule:
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Financial Statement Schedule for the Years Ended
April 30, 1994, 1993 and 1992
Valuation and Qualifying Accounts (Schedule VIII)
Consent of Independent Accountants
(iii) Exhibits:
Exhibits filed as part of this report are listed
below. Certain exhibits have been previously filed
with the Commission and are incorporated herein by
reference.
S.E.C. EXHIBIT
REFERENCE NO. DESCRIPTION
- - -------------- -----------
3.1 - Restated Certificate of Incorporation of Kellwood
Company, as amended, incorporated herein by
reference to Form 10-Q for the quarter ended July
31, 1987, SEC File No. 1-7340.
3.2 - By-Laws, as amended through November 23, 1993,
incorporated herein by reference to Form 10-Q for
the quarter ended October 31, 1993, SEC File No.
1-7340.
4.1 - Note Purchase Agreement dated December 29, 1986,
with exhibits, incorporated herein by reference
to Form 10-Q for the quarter ended January 31,
1987, SEC File No. 1-7340.
4.2 - Indenture between the Registrant and Centerre
Trust Company of St. Louis, and the 9%
Convertible Subordinated Debentures due 1999,
incorporated herein by reference to Registration
Statement on Form S-2, Registration No. 2-93522,
effective October 18, 1984.
4.3 - Note Agreement dated July 1, 1993, incorporated
herein by reference to Form 10-Q for the quarter
ended July 31, 1993, SEC File No. 1-7340.
4.4 - Rights to Acquire Series A Junior Preferred
Stock, pursuant to a Rights Agreement 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 and Amendment dated August 21,
1990, incorporated herein by reference to Form
10-Q for the quarter ended October 31, 1990, SEC
File No. 1-7340.
4.5 - Note Purchase Agreement dated December 1, 1987,
with exhibits, incorporated herein by reference
to Form 10-Q for the quarter ended January 31,
1988, SEC File No. 1-7340.
4.6 - Note Purchase Agreement dated December 15, 1989,
with exhibits, incorporated herein by reference
to the Form 10-Q for the quarter ended January
31, 1990, SEC File No. 1-7340.
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S.E.C. EXHIBIT
REFERENCE NO. DESCRIPTION
- - -------------- -----------
4.7 - Credit Agreement dated July 1, 1991, with
exhibits, incorporated herein by reference, to
the Form 10-Q for the quarter ended July 31,
1991, SEC File No. 1-7340.
10.1 - Sears Master Agreement and Supplements,
incorporated herein by reference to Registration
Statement on Form S-2, Registration No. 2-93522,
effective October 18, 1984.
10.2* - Employment Agreement dated December 9, 1992,
between Kellwood Company and William J. McKenna,
effective December 1, 1992, incorporated herein
by reference to the Form 10-Q for the quarter
ended January 31, 1993, SEC File No. 1-7340, and
Amendment dated May 28, 1993, effective May 1,
1993, incorporated herein by reference to Form
10-K for the fiscal year ended April 30, 1993,
SEC File No. 1-7340.
10.3* - Form of Employment Agreement dated November 30,
1984, between Kellwood Company and executive
officers, incorporated herein by reference to
Form 10-K for the fiscal year ended April 30,
1985, SEC File No. 1-7340.
10.4* - 1990 Omnibus Incentive Stock Option Plan,
incorporated herein by reference to Exhibit A to
the Company's definitive proxy statement dated
June 28, 1990, SEC File No. 1-7340.
10.5* - Deferred Compensation Retirement Benefit
Agreement dated November 14, 1991, between
Kellwood Company and Harry B. Holding,
incorporated herein by reference to Form 10-K for
the fiscal year ended April 30, 1992, SEC File
No. 1-7340.
10.6* - Death Benefit Compensation Agreement dated
November 14, 1991, between Kellwood Company and
Harry B. Holding, effective July 17, 1991,
incorporated herein by reference to Form 10-K for
the fiscal year ended April 30, 1992, SEC File
No. 1-7340.
10.7* - Corporate Development Incentive Plan of 1986 (As
Amended) formerly the Key Executive Long-Term
Incentive Plan of 1983; filed herewith.
13 - Portions of the Annual Report to Shareowners for
the fiscal year ended April 30, 1994, which are
incorporated by reference at Item 1 in Part I,
Items 5, 6, 7 and 8 in Part II, and Part IV;
filed herewith.
21 - Subsidiaries of the Company
23 - Consent of Independent Accountants, appearing at
page 11 of this report.
24 - Powers of Attorney: Ms. Dickerson and Messrs.
Bentele, Bottum, Conerly, Fung, Kerley, Marcus
and Wenzel; filed herewith.
* Denotes management contract or compensatory plan.
(b) REPORTS ON FORM 8-K:
No reports were filed on Form 8-K during the three months
ended April 30, 1994.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
KELLWOOD COMPANY
Dated: July 21, 1994 /s/ Thomas H. Pollihan
------------------------------
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following on
behalf of Kellwood Company and in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ William J. McKenna Director, Chairman of the July 21, 1994
- - ------------------------- Board, President and
William J. McKenna Chief Executive Officer
(principal executive and
operating officer)
/s/ James C. Jacobsen Director, Executive Vice July 21, 1994
- - ------------------------- President Administration
James C. Jacobsen (principal financial and
accounting officer)
Raymond F. Bentele Director
/s/ Thomas H. Pollihan
---------------------------
Edward S. Bottum Director Thomas H. Pollihan
Attorney-in-fact
Richard P. Conerly Director July 21, 1994
Kitty G. Dickerson Director
Wai Yiu Fung Director
James J. Kerley Director
James S. Marcus Director
Fred W. Wenzel Director
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Kellwood Company
Our audits of the consolidated financial statements referred
to in our report dated June 1, 1994 appearing at page 10 of the
1994 Annual Report to Shareowners of Kellwood Company (which report
and consolidated financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a) of this Form 10-
K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial
statements.
/s/ PRICE WATERHOUSE
St. Louis, Missouri
June 1, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-38106) of Kellwood
Company of our report dated June 1, 1994 appearing at page 10 of
the 1994 Annual Report to Shareowners which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule,
which appears at page 11 on this Form 10-K.
/s/ PRICE WATERHOUSE
St. Louis, Missouri
July 21, 1994
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KELLWOOD COMPANY AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Column A Column B Column C Column D Column E
- - -------- -------- --------------------- -------- --------
Additions
---------------------
Balance at Charged to Charged to Balance
beginning costs and other at end
Description of period expenses accounts Deductions of period
----------- ---------- ---------- ---------- ---------- ---------
YEAR ENDED APRIL 30, 1994:
Allowance for
doubtful accounts $4,118 1,152 -- $ 997(A) 4,273
YEAR ENDED APRIL 30, 1993:
Allowance for
doubtful accounts 3,448 $1,667 -- 997(A) $4,118
YEAR ENDED APRIL 30, 1992:
Allowance for
doubtful accounts 3,715 2,748 -- 3,015(A) 3,448
(A) Write-off bad debts, net of recoveries.
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EXHIBIT INDEX
-------------
S.E.C. Exhibit
Reference No. Description
- - -------------- -----------
3.1 - Restated Certificate of Incorporation of
Kellwood Company, as amended, incorporated
herein by reference to Form 10-Q for the
quarter ended July 31, 1987, SEC File No.
1-7340.
3.2 - By-Laws, as amended through November 23, 1993,
incorporated herein by reference to Form 10-Q
for the quarter ended October 31, 1993, SEC
File No. 1-7340.
4.1 - Note Purchase Agreement dated December 29,
1986, with exhibits, incorporated herein by
reference to Form 10-Q for the quarter ended
January 31, 1987, SEC File No. 1-7340.
4.2 - Indenture between the Registrant and Centerre
Trust Company of St. Louis, and the 9%
Convertible Subordinated Debentures due 1999,
incorporated herein by reference to
Registration Statement on Form S-2,
Registration No. 2-93522, effective
October 18, 1984.
4.3 - Note Agreement dated July 1, 1993,
incorporated herein by reference to Form 10-Q
for the quarter ended July 31, 1993, SEC File
No. 1-7340.
4.4 - Rights to Acquire Series A Junior Preferred
Stock, pursuant to a Rights Agreement between
the registrant and Centerre Trust Company of
St. Louis, incorporated herein by reference to
Registration Statement on Form 8-A, SEC File
No. 1-7340, effective June 24, 1986 and
Amendment dated August 21, 1990, incorporated
herein by reference to Form 10-Q for the
quarter ended October 31, 1990, SEC File No.
1-7340.
4.5 - Note Purchase Agreement dated December 1,
1987, with exhibits, incorporated herein by
reference to Form 10-Q for the quarter ended
January 31, 1988, SEC File No. 1-7340.
4.6 - Note Purchase Agreement dated December 15,
1989, with exhibits, incorporated herein by
reference to the Form 10-Q for the quarter
ended January 31, 1990, SEC File No. 1-7340.
4.7 - Credit Agreement dated July 1, 1991, with
exhibits, incorporated herein by reference, to
the Form 10-Q for the quarter ended July 31,
1991, SEC File No. 1-7340.
10.1 - Sears Master Agreement and Supplements,
incorporated herein by reference to
Registration Statement on Form S-2,
Registration No. 2-93522, effective October
18, 1984.
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14
S.E.C. Exhibit
Reference No. Description
- - -------------- -----------
10.2* - Employment Agreement dated December 9, 1992,
between Kellwood Company and William J.
McKenna, effective December 1, 1992,
incorporated herein by reference to the Form
10-Q for the quarter ended January 31, 1993,
SEC File No. 1-7340, and Amendment dated
May 28, 1993, effective May 1, 1993,
incorporated herein by reference to Form 10-K
for the fiscal year ended April 30, 1993, SEC
File No. 1-7340.
10.3* - Form of Employment Agreement dated
November 30, 1984, between Kellwood Company
and executive officers, incorporated herein by
reference to Form 10-K for the fiscal year
ended April 30, 1985, SEC File No. 1-7340.
10.4* - 1990 Omnibus Incentive Stock Option Plan,
incorporated herein by reference to Exhibit A
to the Company's definitive proxy statement
dated June 28, 1990, SEC File No. 1-7340.
10.5* - Deferred Compensation Retirement Benefit
Agreement dated November 14, 1991, between
Kellwood Company and Harry B. Holding,
incorporated herein by reference to Form 10-K
for the fiscal year ended April 30, 1992, SEC
File No. 1-7340.
10.6* - Death Benefit Compensation Agreement dated
November 14, 1991, between Kellwood Company
and Harry B. Holding, effective July 17, 1991,
incorporated herein by reference to Form 10-K
for the fiscal year ended April 30, 1992, SEC
File No. 1-7340.
10.7* - Corporate Development Incentive Plan of 1986
(As Amended) formerly the Key Executive Long-
Term Incentive Plan of 1983; filed herewith.
13 - Portions of the Annual Report to Shareowners
for the fiscal year ended April 30, 1994,
which are incorporated by reference at Item 1
in Part I, Items 5, 6, 7 and 8 in Part II, and
Part IV; filed herewith.
21 - Subsidiaries of the Company
23 - Consent of Independent Accountants, appearing
at page 11
24 - Powers of attorney: Ms. Dickerson and Messrs.
Bentele, Bottum, Conerly, Fung, Kerley, Marcus
and Wenzel; filed herewith.
*Denotes management contract or compensatory plan.
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