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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 JANUARY 31, 2002
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. /X/
At April 2, 2002, Kellwood Company had 22,952,248 shares of Common Stock, par
value $.01, outstanding. The Company estimates that the aggregate market
value of the Common Stock held by nonaffiliates on April 2, 2002 (based upon
the closing price of these shares on the New York Stock Exchange) was
approximately $521,996,000.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Annual Report to Shareowners for fiscal
year ended January 31, 2002 (Item 1 in Part I; Items 5, 6, 7 and 8 in Part
II, and Part IV).
Certain portions of the registrant's Proxy Statement for Annual Meeting of
Shareowners to be held on May 30, 2002 (Items 10, 11, 12 and 13 in Part III).
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 21 domestic companies or
businesses. Following are those acquired since 1997:
Company Name Date of Acquisition
- --------------------------------------------------- -------------------
o Fritzi California (excluding real estate)............. December 1998
o Koret, Inc............................................ April 1999
o Biflex International, Inc. ........................... January 2000
o Academy Broadway...................................... August 2000
o Dorby Frocks, Ltd. ................................... September 2000
o Romance Du Jour, Inc. ................................ September 2000
o Group B Clothing Co., Inc. ........................... December 2000
These companies are principally marketers of branded apparel
except for Academy Broadway which is a manufacturer and marketer of branded
camping soft goods.
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. Since its acquisition, Smart Shirts has
diversified its manufacturing capabilities from its principal base of Hong
Kong to the People's Republic of China, Sri Lanka, and Singapore.
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 strategy has
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 2001, compared to 50% in fiscal 1985.
(b) The information required by this Item is set forth in the
Company's 2001 Annual Report to Shareowners, at page 29 under the caption
"Industry Segment and Geographic Area Information," which information is
incorporated herein by reference.
(c) The Company and its subsidiaries are principally engaged in the
apparel and related soft goods industry. These products are manufactured
primarily in Asia and Central and South America.
(i) The Company's principal products by business segment are
as follows:
o WOMEN'S SPORTSWEAR designs, merchandises and sells women's
sportswear sold through leading retailers in all channels of
distribution. The product line includes blazers, dresses, sweaters,
blouses, vests, other tops, skirts, pants, and skorts. The business
is primarily branded goods sold at the popular-to-moderate price
points, but the segment does include some better-to-bridge lines --
upper price point women's sportswear sold principally to small
specialty stores, regional department stores and catalog houses.
Sales of Women's Sportswear accounted for 66%, 69%, and 70% of the
Company's consolidated revenue in FY2001, FY2000, and the Nine Month
Transition Period, respectively.
o MEN'S SPORTSWEAR designs, manufactures and sells men's woven and
knit shirts, pants, jeans and outerwear sold to leading department
stores, catalog houses and national chains. The business is
primarily private label but also includes a number of licensed,
branded programs such as Slates(R) business casual shirts, sweaters
and outerwear and Nautica(R) dress shirts and rainwear. Sales of
Men's Sportswear accounted for 15%, 15%, and 18% of the Company's
consolidated revenue in FY2001, FY2000, and the Nine Month
Transition Period, respectively.
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o OTHER SOFT GOODS includes intimate apparel and recreation products.
Sales of Other Soft Goods accounted for 19%, 16%, and 12% of the
Company's consolidated revenue in FY2001, FY2000, and the Nine Month
Transition Period, respectively.
(ii) The Company anticipates no significant change in products
or new industry segments which would require a material investment. However,
business acquisitions within all 3 of the Company's segments are continually
being considered. Overall, it is anticipated that external and internal
demands will generate increasing requirements for capital investment.
(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 in any of its 3 business segments.
(iv) The Company is the owner of certain trade names essential
to its business. The Company also holds licenses of certain trade names in
each of the Company's 3 business segments with various durations through
December 31, 2003. Further information about the Company's trade names is set
forth in the Company's 2001 Annual Report to Shareowners, at page 40 under
the caption "Kellwood Company Directory of Business Segments," which
information is incorporated herein by reference.
(v) Although the Company's various product lines are sold on a
year-round basis, the demand for specific styles is highly seasonal. Women's
Sportswear products are sold prior to each of the retail selling seasons
including spring, summer, fall and holiday. Sales of Men's Sportswear and
Other Soft Goods are also dependent, to a lesser extent, on the retail
selling season.
(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 $256 million (11%) of the Company's sales
in FY 2001 were to J. C. Penney Company, Inc. (J. C. Penney). No other
customer accounts for more than 10% of the Company's revenues. Other
information relating to J. C. Penney is set forth on Page 28 of the Annual
Report to Shareowners under the caption "Significant Customers,"
incorporated herein by reference. The Company's management believes that the
relationship with J. C. Penney will continue into the foreseeable future.
(viii) The Company does not believe that backlog is a
meaningful or a material 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. Kellwood's ability to
compete depends principally on styling, service to the retailer, continued
high regard for the Company's brands and trade names, and price.
(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
amount spent on research and development activities during fiscal 2001,
fiscal 2000, and the Nine Month Transition Period 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 2001, there were approximately
23,000 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 in the Men's Sportswear
segment, 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
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apparel manufacturing, and other Asian companies under Smart Shirts'
management. The sales, operating profit, and net assets attributable to each
segment are set forth in the Company's 2001 Annual Report to Shareowners at
page 29 under the caption "Industry Segment and Geographic Area Information"
in the Notes to Consolidated Financial Statements, which note is incorporated
herein by reference. Smart Shirts operations is included in the "Men's
Sportswear" Segment and comprises 80% of sales, 114% of operating earnings,
and 85% of net assets of this segment for Fiscal 2001; 75% of sales, 86% of
operating earnings, and 82% of net assets of this segment for Fiscal 2000;
and 58% of sales, 64% of operating earnings, and 72% of net assets of this
segment for the Nine Month Transition Period. The risk attendant to the
Company's Smart Shirts operations is believed to be 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 January 31, 2002, the Company operated 52 distribution or
production facilities worldwide. 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.
WOMEN'S SPORTSWEAR
------------------
This segment operates 11 domestic warehousing and distribution
centers totaling approximately 3.1 million square feet including:
o The Kellwood Western Region Distribution Center in the Los
Angeles area. This facility serves as the headquarters for
four divisions in a multi-tiered 690,000 square foot facility;
o A multi-tiered 880,000 square foot warehouse and distribution
center in Trenton, Tennessee;
o A 600,000 square foot warehouse and distribution center in
Chico, California;
o A 294,000 square foot facility in Brockton, Massachusetts; and
o A 250,000 square foot facility in Roanoke, Virginia.
These facilities are generating new economies of scale in warehousing and
distribution activities while eliminating the redundant costs of smaller,
inefficient facilities.
MEN'S SPORTSWEAR
----------------
The Company's Smart Shirts subsidiaries operate 20 facilities
which aggregate to approximately 1.1 million square feet. Smart Shirts'
subsidiaries manage operations in Hong Kong, Sri Lanka, Singapore,
Philippines, Indonesia, and the People's Republic of China.
Additionally, this segment operates 2 manufacturing facilities
in El Salvador, 1 manufacturing facility in Mexico, and shares warehousing
with the women's business.
OTHER SOFT GOODS
----------------
This segment operates:
o 9 domestic warehousing and distribution facilities which
aggregate to approximately 900,000 square feet, and
o 9 manufacturing facilities totaling approximately 700,000
square feet located in Latin America, the Philippines, the
United States, and Canada.
In management's opinion, current facilities generally are well
maintained and provide adequate 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 to reflect the international business environment.
The Company's operating facilities are primarily owned or leased
under operating leases that generally contain renewal options. The Company
leases its corporate office space in St. Louis County, Missouri and New York
City, as well as showrooms in New York City.
4
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
No matters were submitted to a vote of security holders during
the last quarter of the fiscal year covered by this report.
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 2001 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 2001 Annual Report to Shareowners, at page 30 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 2001 Annual Report to Shareowners, at pages 31 through 39
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 March 7, 2002, appearing at
pages 16 through 29 of the Company's 2001 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 2002 Annual Meeting of
Shareowners, at pages 3 through 5 under the captions "Nominees for Election
to Serve Until 2004" and "Directors Continuing to Serve Until 2003," which
information is incorporated herein by reference.
5
(b) EXECUTIVE OFFICERS OF THE REGISTRANT AS OF APRIL 1, 2002
Name of Officer Age Office and Employment During the Last Five Fiscal Years
- ------------------ --- -------------------------------------------------------
Hal J. Upbin 63 Chairman, President and Chief Executive Officer since December 1, 1999;
President and Chief Executive Officer (1997-1999);
President and Chief Operating Officer (1994-1997)
James C. Jacobsen 67 Vice Chairman since November 22, 1994
W. Lee Capps, III 54 Senior Vice President Finance and Chief Financial Officer since March 7, 2002;
Vice President Finance and Chief Financial Officer (2000-2002);
Vice President Corporate Development (1998-2000);
Director of Corporate Development (1996-1998)
Thomas H. Pollihan 52 Senior Vice President, Secretary and General Counsel since March 7, 2002;
Vice President, Secretary and General Counsel (1993-2002)
Lawrence E. Hummel 59 Vice President Controller since February 25, 1992
Roger D. Joseph 60 Vice President Treasurer and Investor Relations since December 1, 2000;
Vice President Treasurer (1992-2000)
Leon M. McWhite 60 Vice President Human Resources since June 1, 1995;
Retiring from Kellwood Company as of May 6, 2002
Donald R. Riley 39 Vice President and Chief Information Officer since March 7, 2002;
Chief Information Officer (1998-2002)
Robert C. Skinner 48 Vice President and President Menswear since March 7, 2002;
President Kellwood Menswear (2000-2002);
Vice President of Oxford Industries (1999-2000);
President Oxford Shirt Group (1987-1999)
John A. Turnage 56 Vice President Compliance and Quality since May 31, 2001;
Vice President Manufacturing (1997-2001);
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.
(d) There are no family relationships between the directors
and executive officers listed above. There are neither 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 for a period of one year and until his
successor is elected and qualified.
(f) There are no legal proceedings involving directors,
nominees for directors, or officers.
(g) The information called for with respect to this item is not
applicable to the registrant.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the
Company's Proxy Statement for the 2002 Annual Meeting of Shareowners, at
pages 5 through 11 under the captions "Compensation of Directors," "Report
of the Compensation and Stock Option Committee on Executive Compensation-
Executive Officer Agreements," "Retirement Program," and "Compensation of
Executive Officers" which information is incorporated herein by reference.
6
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 2002 Annual Meeting of Shareowners, at
pages 2 and 14 under the captions "Security Ownership of Certain Beneficial
Owners" and "Management Ownership of Kellwood Stock," which information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or transactions to be disclosed.
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 March 7, 2002, appearing at
pages 16 through 29 of the 2001 Annual Report to Shareowners are
incorporated by reference in this Form 10-K. 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. There are no 50% or less owned persons accounted for by
the equity method.
(i) Financial Statements:
Report of Independent Accountants
Consolidated Statement of Earnings, Year Ended January 31,
2002; Year Ended January 31, 2001; and 9 Months Ended
January 31, 2000
Consolidated Balance Sheet, January 31, 2002; and
January 31, 2001
Consolidated Statement of Cash Flows, Year Ended January
31, 2002; Year Ended January 31, 2001; and 9 Months Ended
January 31, 2000
Consolidated Statement of Shareowners' Equity, Year Ended
January 31, 2002; Year Ended January 31, 2001; and 9
Months Ended January 31, 2000
Notes to Consolidated Financial Statements
7
(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 May 31, 2001, incorporated herein by reference
to Form 10-Q for the period ended April 30, 2001, SEC File No.
1-7340.
4.1 - Indenture for senior debt securities dated as of September 30, 1997
between Kellwood Company and JPMorgan Chase Bank, formerly known as
the Chase Manhattan Bank, as Trustee, under which certain of the
Company's debt securities are outstanding, incorporated herein by
reference to Form S-3 dated October 24, 1997, SEC File No.
333-36559.
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, and Amendment dated November 21, 2000
incorporated herein by reference to Form 10-K for the fiscal year
ended January 31, 2001, 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 August 31, 1999 among Kellwood Company,
certain commercial lending institutions, and Bank of America, as
Administrative Agent, The Chase Manhattan Bank as Syndication Agent,
and The Bank of Nova Scotia, as documentation Agent, incorporated
herein by reference to Form 8-K filed April 23, 2001, 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.
8
S.E.C. EXHIBIT
REFERENCE NO. DESCRIPTION
- -------------- -----------
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** - Information Technology Service Agreement between Kellwood Company and
Electronic Data Systems Corporation dated March 31, 2002, filed
herewith.
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, 1999, between Kellwood Company
and Hal J. Upbin, incorporated herein by reference to Form 10-K for
the Transition Period ended January 31, 2000, SEC File No. 1-7340.
13 - Portions of the Annual Report to Shareowners for the fiscal year
ended January 31, 2002, which are incorporated by reference in this
Form 10-K, filed herewith.
18 - Letter from Independent Accountants regarding Change in Accounting
Principles, incorporated herein by reference to Form 10-Q for the
quarter ended April 30, 2001, SEC File No. 001-07340.
21 - Subsidiaries of the Company, appearing at page 12 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 11 of this report.
24 - Powers of Attorney: Ms. Dickerson and Page and Messrs. Bentele,
Bloom, Bottum, Genovese, Granoff, Hunter, and Upbin; 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.
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(b) REPORTS ON FORM 8-K:
No reports were filed on Form 8-K during the three months ended
January 31, 2002. Subsequent to the fiscal year end, on April 17, 2002, a
Form 8-K was filed reporting a Press Release issued on April 17, 2002
announcing the implementation of facilities realignment and an estimated $15
million (pretax) special charge.
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: April 23, 2002 /s/ Thomas H. Pollihan
-----------------------
Thomas H. Pollihan
Senior 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/ Hal J. Upbin Director, Chairman of the Board, April 23, 2002
- ----------------------- President, and Chief Executive
Hal J. Upbin Officer
/s/ W. Lee Capps, III Senior Vice President Finance and April 23, 2002
- ----------------------- Chief Financial Officer
W. Lee Capps, III (principal financial and accounting officer)
Raymond F. Bentele Director
Martin Bloom Director /s/ Thomas H. Pollihan
--------------------------
Edward S. Bottum Director Thomas H. Pollihan
Attorney-in-fact
Kitty G. Dickerson Director April 23, 2002
Leonard A. Genovese Director
Martin J. Granoff Director
Jerry M. Hunter Director
Janice E. Page Director
10
Exhibit 23
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 March 7, 2002 relating to the financial statements which
appear in the Annual Report to Shareowners which is incorporated in this
Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
St. Louis, Missouri
April 23, 2002
11
EXHIBIT 21
PARENTS AND SUBSIDIARIES
The Company and its subsidiaries* as of April 2, 2002 are as follows:
State (Country) of Percentage of Voting
Name of Company Incorporation Securities Owned
- --------------- ------------------ --------------------
Kellwood Company Delaware Parent
American Recreation Products, Inc. Delaware 100%
Kellwood Asia Limited Hong Kong 100%
Smart Shirts Limited Hong Kong 100%
South Asia Garment Limited Hong Kong 100%
KWD Holdings, Inc. Delaware 100%
Robert Scott & David Brooks
Outlet Stores, Inc. Delaware 100%
Tri-W Corporation North Carolina 100%
Halmode Apparel, Inc. Delaware 100%
Koret of California, Inc. California 100%
Koret Outlet Stores, Inc. Delaware 100%
Biflex International, Inc. New York 100%
Kellwood Financial Resources, Inc. Tennessee 100%
Kellwood Shared Services, Inc. Delaware 100%
Dorby Frocks, Ltd. New York 100%
Group B Clothing Co., Inc. Delaware 100%
* Some of the above subsidiaries also have subsidiaries which are not
listed because, in the aggregate, they are not considered to be
significant.
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