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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, 1996
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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
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(Exact name of registrant as specified in its charter)
DELAWARE 36-2472410
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(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
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(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
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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 24, 1996, Kellwood Company had 21,240,543 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 24, 1996 (based upon the closing price of these shares on the
New York Stock Exchange) held by nonaffiliates was approximately
$387,640,000.
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DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareowners for fiscal year ended April 30, 1996
(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 22, 1996 (Items 10, 11, 12 and 13 in Part III).
2
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 and the first half
of the 1990'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 14 domestic companies.
Company Name Date of Acquisition
------------ -------------------
* Cape Cod-Cricket Lane, Inc. . . . . . . . March, 1985
* Parsons Place Apparel Company, Ltd. (Sag Harbor) June, 1986
* E Z Sportswear (Melrose) . . . . . . . . . December, 1986
* En Chante, Inc. . . . . . . . . . . . . . December, 1986
* Robert Scott Ltd., Inc. (Robert Scott/David
Brooks) . . . . . . . . . . . . . . . . July, 1987
David Brooks Ltd., Inc.,
and Andrew Harvey Ltd.
* American Recreation Products, Inc. . . . . . . November, 1988
* Slumberjack, Inc. . . . . . . . . . . . . September, 1989
* Crowntuft Manufacturing Corp. . . . . . . October, 1989
* decorp INC. . . . . . . . . . . . . . . . October, 1990
* California Ivy, Inc. (Ivy) . . . . . . . July, 1992
* A. J. Brandon, Inc.. . . . . . . . . . . . December, 1992
* Goodman Knitting Co., Inc. . . . . . . . . July, 1993
* Halmode Apparel, Inc.. . . . . . . . . . . . . September, 1994
* David Dart, Inc. . . . . . . . . . . . . . . . November, 1994
and Force One, Inc.
Subsequent to acquisition, these companies were
liquidated and consolidated into Kellwood Company as
separate divisions except for Slumberjack, Inc. which
was liquidated and consolidated into American
Recreation Products, Inc. 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, 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.
During fiscal year 1996, the Company shut down the facilities in
Saipan and Costa Rica.
Kellwood has invested $291 million acquiring companies
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. Except for recent
acquisitions, 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 during 1996, 1995 and 1994 was approximately
$4,935,000, $55,218,000, and $28,324,000, respectively.
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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 7% of total sales in
fiscal year 1996, compared to 50% in fiscal year 1985.
(b) All of the Company's operations are in the apparel and
related soft goods industry.
(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, 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 demands will generate
increasing requirements for capital. The Company has negotiated a
new credit facility agreement in the amount of $300 million, of
which up to $200 million can be utilized for short-term loans and
up to $200 million can be utilized for letters of credit. The new
credit facility was effective May 31, 1996. 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 $142,857,000 (10%) of the
Company's sales in the fiscal year ended April 30, 1996, were to J.
C. Penney Company, Inc. ("J. C. Penney"). No customer accounts for
more than 10% of the Company's revenues. Other information
relating to J. C. Penney is set forth in the Company's 1996 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 relationship with J. C. Penney will continue into
the foreseeable future.
(viii) Approximately 20% 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
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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 $390 million as
of April 30, 1996 ($376 million - 1995). The backlog for Far East
operations totalled approximately $75 million ($77 million - 1995).
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.
(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. Approximately $612,000 and $525,000 were
spent on research and development activities during fiscal years
1996 and 1995 respectively. The dollar amount spent in the
research and development activities during fiscal 1994 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 1996, there were
approximately 16,500 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 are set forth in the
Company's 1996 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, 1996, the Company operated 30 production plants
and various distribution facilities. Domestic business operated 18
plants in 8 states, two plants in the Dominican Republic, one plant
in Honduras, one plant in El Salvador and one plant in Canada.
These domestically managed plants aggregated to approximately
3,100,000 square feet and were operating at an estimated 91% of
capacity at April 30, 1996. Sixteen of these domestically managed
plants were primarily producing private label goods and seven were
primarily producing branded goods. The Company's Far East
subsidiaries operated seven plants which aggregated to
approximately 650,000 square feet and were operating at an
estimated 90% of capacity. Far East subsidiaries manage operations
in Hong Kong, Sri Lanka 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.
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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; 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 24, 1996
Name of Office and Employment During
Officer Age the Last Five Fiscal Years
- ------------------ --- ----------------------------------------------------------------
William J. McKenna 69 Chairman and Chief Executive Officer since November 22, 1994;
Chairman, President and Chief Executive Officer (1991-1994)
James C. Jacobsen 61 Vice Chairman since November 22, 1994; Executive Vice
President Administration (1989-1994)
Hal J. Upbin 57 President and Chief Operating Officer since November 22,
1994; Executive Vice President Corporate Development (1992-
1994); Vice President Corporate Development (1990-1992);
President of American Recreation Products, Inc. (subsidiary)
(1988-1992) and Director since May 1, 1991
Enoch Harding, Jr. 65 Executive Vice President Operations since April 3, 1995;
President of Kellwood Sportswear (1989-1995)
John R. Henderson 48 Vice President Merchandising since June 1, 1995; Director of
Merchandising (1993-1995); Executive Vice President Marketing
of Kellwood She Knows (1992-1993)
Harry B. Holding 59 Executive Vice President Marketing since May 30, 1991
Lawrence E. Hummel 53 Vice President Controller since February 25, 1992; Controller
(1983-1992)
Roger D. Joseph 54 Vice President Treasurer since February 25, 1992; Treasurer
(1986-1992)
Leon M. McWhite 54 Vice President Human Resources since June 1, 1995; Vice
President (1994-1995); President of Kellwood
Lingerie/Activewear (1989-1994)
Verner L. Page 65 Vice President since February 26, 1991
Thomas H. Pollihan 46 Vice President, Secretary and General Counsel since May 27,
1993; General Counsel and Secretary (1989-1993)
Paul M. Rivard 54 Vice President Information Services since May 27, 1993;
Director of Management Information Services (1990-1993)
John A. Turnage 50 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 1996 Annual Report to Shareowners, at page 1 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 1996 Annual Report to Shareowners, at page 28 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 1996 Annual Report to Shareowners, at pages 29 and 30
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 LLP dated May 30, 1996,
appearing at pages 18 to 30 of the Company's 1996 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
1996 Annual Meeting of Shareowners, at pages 3 and 4 under the
captions "Nominees for Election to Serve Until 1998" and "Directors
Continuing to Serve Until 1997," which information is incorporated
herein by reference.
(b) Reference is made to "Executive Officers of the
Registrant as of June 24, 1996" 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
1996 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
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1996 Annual Meeting of Shareowners at page 14 under the caption
"Compliance with 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 1996 Annual Meeting of
Shareowners, at pages 7 through 14 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 1996 Annual Meeting of
Shareowners, at pages 2 and 6 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 1996 Annual Meeting of
Shareowners, at page 12 under the caption "Compensation Committee
Interlocks and Insider Participation," 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 LLP dated May 30, 1996,
appearing at pages 18 to 30 of the 1996 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 1996 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 1996 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, 1996, 1995 and 1994
Consolidated Balance Sheet, April 30, 1996 and 1995
Consolidated Statement of Cash Flows, Years Ended
April 30, 1996, 1995 and 1994
Consolidated Statement of Shareowners' Equity,
Years Ended April 30, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
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(ii) Report of Independent Accountants on Financial
Statement Schedule:
Financial Statement Schedule for the Years Ended
April 30, 1996, 1995 and 1994:
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 21, 1995,
filed herewith.
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, and
Amendment dated May 31, 1996 incorporated herein
by reference to Form 8-A/A effective June 3,
1996, 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 as of May 31, 1996 among
Kellwood Company, certain commercial lending
institutions, and The Bank of Nova Scotia, as
Administrative Agent and Syndication Agent, and
Bank of America National Trust and Savings
Association, as documentation Agent, filed
herewith.
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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 - 1995 Stock Option Plan For Nonemployee Directors
and 1995 Omnibus Incentive Stock Option Plan,
incorporated herein by reference to Appendixes A
& B to the Company's definitive proxy statement
dated July 13, 1995, 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, incorporated herein by
reference to Form 10-K for the fiscal year ended
April 30, 1994, SEC File No. 1-7340.
13 - Portions of the Annual Report to Shareowners for
the fiscal year ended April 30, 1996, 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 12 of this report.
24 - Powers of Attorney: Ms. Dickerson and Messrs.
Bentele, Bottum, Genovese, Hunter, Marcus, Upbin
and Wenzel; filed herewith.
27 - Financial Data Schedule, 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, 1996.
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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: June 25, 1996 /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 June 25, 1996
William J. McKenna Board, Chief Executive Officer
(principal executive officer)
/s/ James C. Jacobsen
- ------------------------ Director, Vice Chairman June 25, 1996
James C. Jacobsen (principal financial and
accounting officer)
Hal J. Upbin Director, President and
Chief Operating Officer
Raymond F. Bentele Director
/s/ Thomas H. Pollihan
------------------------
Edward S. Bottum Director Thomas H. Pollihan
Attorney-in-fact
Kitty G. Dickerson Director June 25, 1996
Leonard A. Genovese Director
Jerry M. Hunter 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 May 30, 1996 appearing at page 18 of the
1996 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 LLP
St. Louis, Missouri
May 30, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 033-64847) of Kellwood
Company of our report dated May 30, 1996 appearing at page 18 of
the 1996 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 12 on this Form 10-K.
/s/ PRICE WATERHOUSE LLP
St. Louis, Missouri
June 25, 1996
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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, 1996:
Allowance for
doubtful accounts $5,709 $1,601 -- $2,085 $5,225
YEAR ENDED APRIL 30, 1995:
Allowance for
doubtful accounts 4,273 920 492 (24) 5,709
YEAR ENDED APRIL 30, 1994:
Allowance for
doubtful accounts 4,118 1,152 -- 997 4,273
Balance acquired with acquisition.
Write-off bad debts (recoveries), net
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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 21,
1995, filed herewith.
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, and
Amendment dated May 31, 1996 incorporated
herein by reference to Form 8-A/A
effective June 3, 1996, 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 as of May 31, 1996
among Kellwood Company, certain
commercial lending institutions, and The
Bank of Nova Scotia, as Administrative
Agent and Syndication Agent, and Bank of
America National Trust and Savings
Association, as documentation Agent,
filed herewith.
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15
S.E.C. Exhibit
Reference No. Description
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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 - 1995 Stock Option Plan For Nonemployee
Directors and 1995 Omnibus Incentive Stock
Option Plan, incorporated herein by reference
to Appendixes A & B to the Company's definitive
proxy statement dated July 13, 1995, 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, incorporated
herein by reference to Form 10-K for the fiscal
year ended April 30, 1994, SEC File No. 1-7340.
13 - Portions of the Annual Report to Shareowners
for the fiscal year ended April 30, 1996, 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 12 of this report.
24 - Powers of Attorney: Ms. Dickerson and Messrs.
Bentele, Bottum, Genovese, Hunter, Marcus,
Upbin and Wenzel; filed herewith.
27 - Financial Data Schedule, filed herewith.
Denotes management contract or compensatory plan.
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