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SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1999
Commission File Number: 1-7340
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, including Zip Code, of registrant's principal executive offices)
(314) 576-3100
(Registrant's telephone number, including area code)
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
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. [_]
At June 28, 1999, Kellwood Company had 27,723,131 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 28, 1999 (based upon the closing price of
these shares on the New York Stock Exchange) held by nonaffiliates was
approximately $753,723,000.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareowners for fiscal year ended April 30, 1999 (Item 1 in
Part I; Items 5, 6, 7 and 8 in Part II, and Part IV).
Joint Proxy Statement / Prospectus with Koret, Inc. dated March 25, 1999
(Item 4 in Part I).
Proxy Statement for Annual Meeting of Shareowners to be held on August 26,
1999 (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.
Beginning in 1985, 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 16 domestic companies.
Date of
Company Name 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. (E.N.C)......................................... December, 1986
Robert Scott Ltd., Inc. (Robert Scott/David Brooks) David Brooks
Ltd., Inc.,
and Andrew Harvey Ltd.......................................... July, 1987
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. and Force One, Inc. ........................... November 1994
Fritzi California (excluding real estate)....................... December 1998
Koret, Inc. .................................................... April 1999
These companies are principally marketers of branded apparel except for
American Recreation Products, Inc. and Slumberjack, Inc. 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.
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
1999, compared to 50% in fiscal year 1985.
(b) The information required by this Item is set forth in the Company's 1999
Annual Report to Shareowners, at page 30 under the caption "Industry Segment
and Geographic Area Information," which information is incorporated herein by
reference.
(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.
2
(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.
(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
Company is a licensee of certain trade names. The expiration, or invalidation,
of any of the patents 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) No customer accounts for more than 10% of the Company's revenues. The
Company's management believes that the relationships with its customers will
continue into the foreseeable future.
(viii) At the end of fiscal 1999, backlog was approximately $856 million,
compared with a backlog of $884 million at the end of fiscal 1998. The company
does not believe that backlog is a meaningful indicator of sales that can be
expected for any period. All of the Company's backlog is expected to be filled
within 12 months, but there can be no assurance that the backlog at any point
in time will translate into sales in any particular subsequent period.
(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 $248,000,
$359,000 and $740,000 were spent on research and development activities during
fiscal years 1999, 1998 and 1997, respectively.
(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 1999, there were approximately 19,200 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 Smart Shirts 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
Asian companies under Smart Shirts' management. The sales, operating profit,
and identifiable assets attributable to each segment are set forth in the
Company's 1999 Annual Report to Shareowners at page 30 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 Smart Shirts operations is
3
slightly greater than that of domestic operations primarily due to quota
allocations and political instability. Utilization of existing quota rights and
diversification of Smart Shirts manufacturing capacity to various countries
help to mitigate these risks.
Item 2. Properties
At April 30, 1999, the Company operated 30 production plants and various
distribution facilities. Domestic business operated:
. 13 plants in 7 states,
. two plants in the Dominican Republic,
. two plants in Honduras,
. one plant in El Salvador, and
. three plants in Canada.
These domestically managed plants aggregated to approximately 2.2 million
square feet. They include the 5 domestic plants scheduled to close during
fiscal 2000 (as discussed in Note 2 to the Consolidated financial statements
incorporated herein by reference) which aggregate to approximately 700,000
square feet and are operating at approximately 64% of capacity at April 30,
1999. The remaining 16 plants aggregate 1.5 million square feet and were
operating at an estimated 75% of capacity at April 30, 1999.
The Company's Smart Shirts subsidiaries operated nine plants which
aggregated to approximately 798,000 square feet and were operating at an
estimated 90% of capacity. Smart Shirts' subsidiaries manage operations in Hong
Kong, Sri Lanka and China.
As Kellwood's product sourcing continues to shift from products manufactured
in the Company's domestic facilities to foreign-sourced product, warehousing
and distribution facilities assume increasing importance. During fiscal 1999
major milestones were achieved in the Warehousing and Distribution initiative,
one of Kellwood's Vision 2000 programs, including:
. The Kellwood Western Region Distribution Center in the Los Angeles area
became fully operational. This facility serves as the headquarters for
five divisions in a multi-tiered 630,000 square foot facility.
. A 294,000 square foot facility in Brockton, Massachusetts was renovated
and is shared by two divisions.
. A 240,000 square foot facility in Roanoke, Virginia was renovated and
converted to a distribution center.
. A multi-tiered 880,000 square foot warehouse and distribution center was
built in Trenton, Tennessee.
Combined, these efforts are expected to generate new economies of scale in
warehousing and distribution activities while eliminating the redundant costs
of smaller, inefficient facilities.
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; Atlanta, Georgia; 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.
4
Item 4. Submission of Matters to a Vote of Security Holders
A special meeting of the stockholders of Kellwood Company was held on April
27, 1999 to consider and vote upon a proposal to approve the issuance of
5,241,000 shares of Kellwood common stock under the Agreement and Plan of
Merger, dated December 1, 1998, between Kellwood Company and Koret, Inc. The
Agreement and Plan of Merger provided for each outstanding share of Koret to be
converted into .6025391 shares of Kellwood common stock and for Koret to become
a wholly-owned subsidiary of Kellwood. Stockholders of record at the close of
business on March 5, 1999 were given notice by a joint proxy
statement/prospectus dated March 25, 1999, which document is incorporated
herein by reference. The stockholders approved the proposal, with 18,542,137
votes cast for the proposal, 182,362 votes against it, and 56,046 votes
abstaining,
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 1999
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 1999
Annual Report to Shareowners, at page 31 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 below and in the
Company's 1999 Annual Report to Shareowners, at pages 32 thru 37 under the
caption "Management's Discussion and Analysis," which information is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated May 26, 1999, appearing at pages 18 to 31 of
the Company's 1999 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 1999 Annual Meeting of Shareowners, at
pages 5 thru 7 under the captions "Nominees for Election to Serve Until 2001"
and "Directors Continuing to Serve Until 2000," which information is
incorporated herein by reference.
5
(b) EXECUTIVE OFFICERS OF THE REGISTRANT AS OF JULY 2, 1999.
Office and Employment During the Last Five Fiscal
Name of Officer Age Years
--------------- --- -------------------------------------------------
William J. McKenna.. 72 Chairman since November 25, 1997;
Chairman and Chief Executive Officer (1994-1997);
Chairman, President and Chief Executive Officer
(1991-1994)
Hal J. Upbin........ 60 President and Chief Executive Officer since November
25, 1997;
President and Chief Operating Officer (1994-1997);
Executive Vice President Corporate Development
(1992-1994);
Vice President Corporate Development (1990-1992);
President of American Recreation Products, Inc.
(subsidiary) (1988-1992).
Gerald M. Chaney.... 52 Vice President Finance and Chief Financial Officer
since December 21, 1998;
Executive Vice President of Administration and Chief
Financial Officer, Petrie Retail, Inc. (1996-1998);
Executive Vice President and Chief Operating
Officer, Canadians Corp. (1995-1996);
Executive Vice President Operations and Chief
Financial Officer, Crystal Brands (1985-1995).
James C. Jacobsen... 64 Vice Chairman since November 22, 1994;
Executive Vice President Administration (1989-1994)
Enoch Harding, Jr... 68 Executive Vice President Operations since April 3,
1995;
President of Kellwood Sportswear (1989-1995)
W. Lee Capps III.... 51 Vice President Corporate Development since May 28,
1998;
Director of Corporate Development (1996-1998);
Chief Financial Officer of American Recreation
Products, Inc. (subsidiary)
(1987-1996).
John R. Henderson... 51 Vice President Merchandising since June 1, 1995;
Director of Merchandising (1993-1995);
Executive Vice President Marketing of Kellwood She
Knows (1992-1993)
Lawrence E. Hummel.. 56 Vice President Controller since February 25, 1992;
Controller (1983-1992)
Roger D. Joseph..... 57 Vice President Treasurer since February 25, 1992;
Treasurer (1986-1992)
Leon M. McWhite..... 57 Vice President Human Resources since June 1, 1995;
Vice President (1994-1995);
President of Kellwood Lingerie/Activewear (1989-
1994)
Thomas H. Pollihan.. 49 Vice President, Secretary and General Counsel since
May 27, 1993;
General Counsel and Secretary (1989-1993)
John A. Turnage..... 53 Vice President Manufacturing since August 28, 1997;
Vice President Manufacturing and Sourcing (1989-
1997).
(c) The information called for with respect to the identification of certain
significant employees is not applicable to the registrant.
6
(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 Item 10(b) above 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 1999 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
1999 Annual Meeting of Shareowners at page 23 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 1999 Annual Meeting of Shareowners, at pages 12 through 23
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 1999 Annual Meeting of Shareowners, at pages 3, 4 and 11
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 1999 Annual Meeting of Shareowners, at page 21 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
PricewaterhouseCoopers LLP dated May 26, 1999, appearing at pages 18 to 31 of
the 1999 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 1999 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 1999 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, 1999, 1998 and
1997
7
Consolidated Balance Sheet, April 30, 1999 and 1998
Consolidated Statement of Cash Flows, Years Ended April 30, 1999, 1998
and 1997
Consolidated Statement of Shareowners' Equity, Years Ended April 30,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
(ii) Report of Independent Accountants on Financial Statement Schedule:
Financial Statement Schedule for the Years Ended April 30, 1999, 1998
and 1997:
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
-------------- -----------
2.1 --Agreement and Plan of Merger, dated December 1, 1998, as
amended among Kellwood Company and Koret, Inc., incorporated
herein by reference to Form S-4 dated March 25, 1999, SEC File
No. 333-74967.
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, incorporated
herein by reference to Form 10-K for the fiscal year ended
April 30, 1996, 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,
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, incorporated herein by reference to Form
10-K for the fiscal year ended April 30, 1996, SEC File No. 1-
7340.
8
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; 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; Amendment dated November 26, 1996,
effective May 1, 1996, incorporated herein by reference to the
Form 10-Q for the quarter ended January 31, 1997, SEC File No.
1-7340; Amendment dated November 11, 1997, effective May 1,
1997 incorporated herein by reference to the Form 10-K for the
fiscal year ended April 30, 1998, SEC File No. 1-7340; and
Amendment dated November 24, 1998, effective November 24, 1998
filed herewith.
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* --Executive Deferred Compensation Plan, adopted and effective
as of January 1, 1997; and Executive Deferred Compensation
Plan Amendment, adopted March 18, 1997, incorporated herein by
reference to Form 10-K for the fiscal year ended April 30,
1997, SEC File
No. 1-7340.
10.6** --Agreement for Services Between Kellwood Company and
Electronic Data Systems Corporation, dated June 21, 1996; and
Amendment Regarding Use of Kellwood Purchase Card by EDS
Employees, dated April 29, 1997, incorporated herein by
reference to Form 10-K for the fiscal year ended April 30,
1997, 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; and Amendment
dated May 29, 1997, incorporated herein by reference to
Exhibit A to the Company's definitive Proxy Statement dated
July 17, 1997, SEC File No. 1-7340.
10.8* --Employment Agreement dated December 1, 1997, between Kellwood
Company and Hal J. Upbin, effective December 1, 1997,
incorporated herein by reference to Form 10-K for the fiscal
year ended April 30, 1998, SEC File No. 1-7340.
13 --Portions of the Annual Report to Shareowners for the fiscal
year ended April 30, 1999, 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, appearing at page 14 of this
report.
22 --Joint Proxy Statement/Prospectus dated March 25, 1999,
incorporated herein by reference to Form S-4 dated March 25,
1999, SEC File No. 333-74967.
23 --Consents of Independent Accountants, appearing at page 13 of
this report.
24 --Powers of Attorney: Ms. Dickerson and Messrs. Bentele,
Bottum, Genovese, Hunter, Jacobsen, Marcus and Wenzel; filed
herewith.
27 --Financial Data Schedule, filed herewith.
- --------
* Denotes management contract or compensatory plan.
9
** Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
portions of Exhibit 10.6 have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment.
(b) REPORTS ON FORM 8-K:
One report was filed on Form 8-K during the three months ended April 30,
1999 as follows:
. Current Report on Form 8-K dated February 23, 1999.
10
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 15, 1999 /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 15, 1999
_________________________________ Board
William J. McKenna
/s/ Hal J. Upbin Director, President and July 15, 1999
_________________________________ Chief Executive Officer
Hal J. Upbin
/s/ Gerald M. Chaney Vice President Finance and July 15, 1999
_________________________________ Chief Financial Officer
Gerald M. Chaney (principal financial and
accounting officer)
/s/ James C. Jacobsen Director, Vice Chairman
_________________________________
James C. Jacobsen
/s/ Raymond F. Bentele Director
_________________________________
Raymond F. Bentele
/s/ Edward S. Bottum Director
_________________________________
Edward S. Bottum
/s/ Kitty G. Dickerson Director
_________________________________
Kitty G. Dickerson
/s/ Leonard A. Genovese Director /s/ Thomas H. Pollihan
_________________________________ ______________________
Leonard A. Genovese Thomas H. Pollihan
Attorney-in-fact
July 15, 1999
/s/ Jerry M. Hunter Director
_________________________________
Jerry M. Hunter
/s/ James S. Marcus Director
_________________________________
James S. Marcus
/s/ Fred W. Wenzel Director
_________________________________
Fred W. Wenzel
11
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 26, 1999 appearing at page 18 of the 1999 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.
PricewaterhouseCoopers LLP
St. Louis, Missouri
May 26, 1999
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 26, 1999 relating to the financial statements which appear in the 1999
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
dated May 26, 1999 relating to the Financial Statement Schedule, which appears
in this Form 10-K.
PricewaterhouseCoopers LLP
St. Louis, Missouri
July 12, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-36559) of Kellwood Company of our report dated
May 26, 1999 relating to the financial statements which appear in the 1999
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
dated May 26, 1999 relating to the Financial Statement Schedule, which appears
in this Form 10-K.
PricewaterhouseCoopers LLP
St. Louis, Missouri
July 12, 1999
12
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,
1999:
Allowance for doubtful
accounts............. $11,803 $3,868 -- $(4,390)(A) $11,281
YEAR ENDED APRIL 30,
1998:
Allowance for doubtful
accounts............. 6,191 3,751 -- 1,861 (A) 11,803
YEAR ENDED APRIL 30,
1997:
Allowance for doubtful
accounts............. 5,592 2,867 -- (2,268)(A) 6,191
- --------
(A) Write-off bad debts (recoveries), net
13
EXHIBIT INDEX
S.E.C. Exhibit
Reference No. Description
- -------------- -----------
2.1 - Agreement and Plan of Merger, dated December 1, 1998, as
amended among Kellwood Company and Koret, Inc., incorporated
herein by reference to Form S-4 dated March 25, 1999, SEC File
No. 333-74967.
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, incorporated
herein by reference to Form 10-K for the fiscal year ended
April 30, 1996, 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,
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, incorporated herein by reference to Form
10-K for the fiscal year ended April 30, 1996, SEC File No. 1-
7340.
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; 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; Amendment dated November 26, 1996,
effective May 1, 1996, incorporated herein by reference to the
Form 10-Q for the quarter ended January 31, 1997, SEC File No.
1-7340; and Amendment dated November 11, 1997, effective May
1, 1997,
S.E.C. Exhibit
Reference No. Description
- -------------- -----------
incorporated herein by reference to the Form 10-K for the
fiscal year ended April 30, 1998, SEC File No. 1-7340; and
Amendment dated November 24, 1998, effective November 24, 1998
filed herewith.
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* - Executive Deferred Compensation Plan, adopted and effective as
of January 1, 1997; and Executive Deferred Compensation Plan
Amendment, adopted March 18, 1997, incorporated herein by
reference to Form 10-K for the fiscal year ended April 30,
1997, SEC File No. 1-7340.
10.6** - Agreement for Services Between Kellwood Company and Electronic
Data Systems Corporation, dated June 21, 1996; and Amendment
Regarding Use of Kellwood Purchase Card by EDS Employees,
dated April 29, 1997, incorporated herein by reference to Form
10-K for the fiscal year ended April 30, 1997, 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; and Amendment
dated May 29, 1997, incorporated herein by reference to
Exhibit A to the Company's definitive Proxy Statement dated
July 17, 1997, SEC File No. 1-7340.
10.8* - Employment Agreement dated December 1, 1997, between Kellwood
Company and Hal J. Upbin, effective December 1, 1997,
incorporated herein by reference to Form 10-K for the fiscal
year ended April 30, 1998, SEC File No. 1-7340.
13 - Portions of the Annual Report to Shareowners for the fiscal
year ended April 30, 1999 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, appearing at page 14 of this
report.
22 - Joint Proxy Statement/Prospectus dated March 25, 1999,
incorporated herein by reference to Form S-4 dated March 25,
1999, SEC File No. 333-74967.
23 - Consents of Independent Accountants, appearing at page 13 of
this report.
24 - Powers of Attorney: Ms. Dickerson and Messrs. Bentele, Bottum,
Genovese, Hunter, Jacobsen, Marcus and Wenzel; filed herewith.
27 - Financial Data Schedule, filed herewith.
* Denotes management contract or compensatory plan.
** Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
portions of Exhibit 10.6 have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment.