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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 FEBRUARY 1, 2003
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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act. Yes [X] No [ ]
The Company estimates that the aggregate market value of the Common Stock
held by nonaffiliates on July 31, 2002 (based upon the closing price of
these shares on the New York Stock Exchange) was approximately $645,244,718.
At March 17, 2003, Kellwood Company had 26,234,407 shares of Common Stock,
par value $.01, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Proxy Statement for Annual Meeting of
Shareowners to be held on May 29, 2003 (Items 10, 11, 12 and 13 in Part
III).
PART I
ITEM 1. BUSINESS
The Company's fiscal year ends on the Saturday nearest January 31.
References to the Company's fiscal years represent the following:
Fiscal Year Represents
----------- ----------
2002 ............................................the 52 weeks ended February 1, 2003
2001 ............................................the 52 weeks ended February 2, 2002
2000 ............................................the 53 weeks ended February 3, 2001
(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 23 domestic companies or
businesses. Following are those acquired since 1998:
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
o Gerber Childrenswear, Inc. ................................................... June 2002
o Briggs New York Corp.......................................................... February 2003
These companies are principally marketers of branded apparel.
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, the Philippines, 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.
(b) The information required by this Item constitutes part of the
Company's 2002 Annual Report to Shareowners, under the caption "Industry
Segment and Geographic Area Information," in Note 16 to the Consolidated
Financial Statements which information is included in Exhibit 13 to this
Form 10-K and 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 60%, 66%, and 69% of the
Company's consolidated revenue in 2002, 2001, and 2000,
respectively.
o MEN'S SPORTSWEAR designs, merchandises, manufactures and sells
men's woven and knit shirts, pants, jeans, athletic socks 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
2
casual shirts, sweaters and outerwear, Nautica(R) dress shirts and
athletic socks under the Wilson(R), Coca-Cola(R) and Converse(R)
licensed brand names. Sales of Men's Sportswear accounted for 19%,
15%, and 15% of the Company's consolidated revenue in 2002, 2001,
and 2000, respectively.
o OTHER SOFT GOODS includes intimate apparel, children's apparel and
recreation products. Sales of Other Soft Goods accounted for 21%,
19%, and 16% of the Company's consolidated revenue in 2002, 2001,
and 2000, 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
2007. Further information about the Company's trade names is set forth in
the Company's 2002 Annual Report to Shareowners, under the caption "Kellwood
Company Directory of Business Segments," which information is included in
Exhibit 13 to this Form 10-K and 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 $245 million (11%) of the Company's sales
in 2002 were to J. C. Penney Company, Inc. Approximately $236 million (11%)
of the Company's sales in 2002 were to Wal-Mart. No other customer accounts
for more than 10% of the Company's revenues. The Company's management
believes that the relationship with these customers 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 2002, 2001, and
2000 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 2002, there were approximately 28,000
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 apparel manufacturing. The sales, operating profit, and net assets
attributable to each segment are set forth under the caption "Industry
Segment and Geographic Area Information" in Note 16 to Consolidated
Financial Statements in the Company's 2002 Annual Report to
3
Shareowners which information is included in Exhibit 13 to this Form 10-K
and which is incorporated herein by reference. Smart Shirts' operations are
included in the "Men's Sportswear" Segment and comprise 72% of sales and 74%
of net assets of this segment for 2002; 80% of sales and 85% of net assets
of this segment for 2001; and 75% of sales and 82% of net assets of this
segment for 2000. 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 risk.
Utilization of existing quota rights and diversification of Smart Shirts'
manufacturing capacity to various countries help to mitigate these risks.
(e) Kellwood Company maintains a company website at
www.kellwood.com. The Company makes available, free of charge through the
website, its annual report on Form 10-K, quarterly reports on Form 10-Q, and
current reports on Form 8-K. The Company has adopted a Code of Ethical
Conduct for Senior Financial Officers and Financial Management. This Code
applies to, and has been signed by all key financial management personnel as
well as the Chief Financial Officer and the Chief Executive Officer. The
full text of the Code of Ethical Conduct for Senior Financial Officers and
Financial Management is available at the Company's website at
www.kellwood.com. The Corporate Governance Committee determined that should
any changes to or waivers of this Code of Ethical Conduct occur, such
changes or waivers will be timely disclosed on the Company's website.
ITEM 2. PROPERTIES
At February 1, 2003, the Company operated 48 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 10 domestic warehousing and distribution
centers totaling approximately 2.9 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 525,000 square foot facility;
o A multi-tiered 880,000 square foot warehouse and distribution
center in Trenton, Tennessee; and
o A 600,000 square foot warehouse and distribution center in
Chico, California.
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 14 facilities which
aggregate to approximately 1.2 million square feet. Smart Shirts'
subsidiaries manage operations in Hong Kong, Sri Lanka, Singapore,
Philippines, Indonesia, and the People's Republic of China.
The Company's Hosiery business acquired in 2002 operates 4
facilities; 2 manufacturing facilities in Ireland in addition to a knitting
plant and distribution center in the United States.
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 10 domestic warehousing and distribution facilities which
aggregate to approximately 1.5 million square feet, and
o 7 manufacturing facilities totaling approximately 450,000
square feet located in Latin America, the Philippines, and the
United States.
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 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 constitutes part of the
Company's 2002 Annual Report to Shareowners, under the caption "Common Stock
Data," which information is included in Exhibit 13 to this Form 10-K and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item constitutes part of the
Company's 2002 Annual Report to Shareowners, under the caption "Five Year
Financial Summary," which information is included in Exhibit 13 to this Form
10-K and 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 constitutes part of the
Company's 2002 Annual Report to Shareowners, under the caption "Management's
Discussion and Analysis," which information is included in Exhibit 13 to
this Form 10-K and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item constitutes part of the
Company's 2002 Annual Report to Shareowners, under the caption "Market Risk
Sensitivity and Inflation Risks," which information is included in Exhibit
13 to this Form 10-K and 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 6, 2003, constitute part
of the Company's 2002 Annual Report to Shareowners, which is included in
Exhibit 13 to this Form 10-K and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item regarding directors
constitutes part of the Company's Proxy Statement for the 2003 Annual
Meeting of Shareowners, under the captions "Nominees for Election to Serve
Until 2005" and "Directors Continuing to Serve Until 2004," which
information is incorporated herein by reference.
(b) EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 30, 2003
Name of Officer Age Office and Employment During the Last Five Years
- --------------- --- -------------------------------------------------
Hal J. Upbin 64 Chairman, President and Chief Executive Officer since December 1, 1999;
President and Chief Executive Officer (1997-1999)
James C. Jacobsen 67 Vice Chairman since November 22, 1994
W. Lee Capps, III 55 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)
Thomas H. Pollihan 53 Senior Vice President, Secretary and General Counsel since March 7, 2002;
Vice President, Secretary and General Counsel (1993-2002)
Lawrence E. Hummel 60 Vice President Finance since November 26, 2002;
Vice President Controller (1992-2002)
Roger D. Joseph 61 Vice President Treasurer and Investor Relations since December 1, 2000;
Vice President Treasurer (1992-2000)
Donald R. Riley 40 Vice President and Chief Information Officer since March 7, 2002;
Chief Information Officer (1998-2002)
Robert C. Skinner, Jr. 48 Vice President and President Menswear since March 7, 2002;
President Kellwood Menswear (2000-2002);
Corporate Group Vice President of Oxford Industries (1987-2000)
John A. Turnage 57 Vice President Compliance and Quality since May 31, 2001;
Vice President Manufacturing (1997-2001);
Vice President Manufacturing and Sourcing (1989-1997)
Stephen L. Ruzow 59 Vice President and President Womenswear since March 6, 2003;
President Womenswear (2001-2003);
Chairman and Chief Executive Officer of Pegasus Apparel Group (1998-2001)
Donna B. Weaver 52 Vice President Corporate Communications since April 24, 2002
Director Corporate Communications (1998-2002)
(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.
(h) While the determination and disclosure of an "audit committee
financial expert" is not currently required, the Board, in its business
judgment, has determined that Mr. Bentele and Mr. Katzen meet the Securities
and Exchange Commission's definition of audit committee financial expert and
have so designated both as such.
6
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's
Proxy Statement for the 2003 Annual Meeting of Shareowners, under the
captions "Compensation of Directors," "Report of the Compensation Committee
on Executive Compensation - Executive Officer Agreements," "Retirement
Program," and "Compensation of Executive Officers" which information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Some of the information required by this Item is set forth in the
Company's Proxy Statement for the 2003 Annual Meeting of Shareowners, under
the captions "Security Ownership of Certain Beneficial Owners" and
"Management Ownership of Kellwood Stock," which information is incorporated
herein by reference. In addition, set forth below is certain equity
compensation plan information.
EQUITY COMPENSATION PLAN INFORMATION
- ---------------------------------------------------------------------------------------------------------------------------
PLAN CATEGORY NUMBER OF SECURITIES TO WEIGHTED-AVERAGE NUMBER OF SECURITIES REMAINING
BE ISSUED UPON EXERCISE EXERCISE PRICE OF AVAILABLE FOR FUTURE ISSUANCE UNDER
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, EQUITY COMPENSATION PLANS (EXCLUDING
WARRANTS AND RIGHTS WARRANTS AND RIGHTS SECURITIES REFLECTED IN COLUMN (A))
- ---------------------------------------------------------------------------------------------------------------------------
(A) (B) (C)
- ---------------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS 3,312,295 $23.25 2,571,686
APPROVED BY SECURITY HOLDERS
- ---------------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS NOT N/A N/A N/A
APPROVED BY SECURITY HOLDERS
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL 3,312,295 $23.25 2,571,686
- ---------------------------------------------------------------------------------------------------------------------------
Additional information required by this Item is set forth under the
caption "Stock Plans" in the notes to the Consolidated Financial Statements
included in the Company's 2002 Annual Report to Shareowners, which
information is included in Exhibit 13 to this Form 10-K and is incorporated
herein by reference.
The Company's 1995 Stock Option Plan provides for an annual
increase in the shares available for issuance by an amount equal to 2% of
the adjusted average common stock outstanding used by the Company to
calculate diluted earnings per share for the preceding fiscal year.
Additional shares reserved based upon the 2002 adjusted average common stock
outstanding are reflected in the amounts in column (a) above.
7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the
Company's Proxy Statement for the 2003 Annual Meeting of Shareowners, under
the caption "Certain Relationships and Related Transactions," which
information is incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation within 90 days of the filing date of
this report, that our disclosure controls and procedures are effective to
ensure that information required to be disclosed in the reports that we file
or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. There have been no significant
changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of the previously
mentioned evaluation.
PART IV
ITEM 15. 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 6, 2003, constitute part
of the 2002 Annual Report to Shareowners which information is included in
Exhibit 13 to this Form 10-K and is incorporated herein by reference.
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 February 1,
2003; Year Ended February 2, 2002; and Year Ended February
3, 2001
Consolidated Balance Sheet, February 1, 2003; and February
2, 2002
Consolidated Statement of Cash Flows, Year Ended February
1, 2003; Year Ended February 2, 2002; and Year Ended
February 3, 2001
Consolidated Statement of Shareowners' Equity, Year Ended
February 1, 2003; Year Ended February 2, 2002; and Year
Ended February 3, 2001
Notes to Consolidated Financial Statements
(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.
8
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.
2.2 - Agreement and Plan of Merger, dated May 15, 2002, between Kellwood Company and Gerber
Childrenswear, Inc., incorporated herein by reference to Form 8-K dated May 15, 2002, SEC File
No. 001-07340.
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 March 5, 2003, filed herewith.
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 February 3, 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 April 30, 2002 among Kellwood Company, certain commercial lending
institutions, and Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank as
Syndication Agent, US Bank and The Bank of Nova Scotia, as Co-Documentation Agents, incorporated
herein by reference to Form 10-Q for the period ended April 30, 2002, 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.
9
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, incorporated herein by reference to Form 10-K for the fiscal
year ended February 2, 2002, SEC File No. 1-7340.
10.7* - Corporate Development Incentive Plan As Restated, dated May 30, 2002, incorporated herein by
reference to Appendix B to the Company's definitive Proxy Statement dated April 16, 2002, 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.
10.9* - 1995 Stock Option Plan For Nonemployee Directors As Amended, dated May 30, 2002, incorporated
herein by reference to Appendix A to the Company's definitive Proxy Statement dated April 16,
2002, SEC File No. 1-7340.
13 - Portions of the Annual Report to Shareowners for the year ended February 1, 2003, 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, filed herewith.
23 - Consent of Independent Accountants, filed herewith.
24 - Powers of Attorney: Ms. Dickerson and Page and Messrs. Bentele, Bloom, Genovese, Granoff,
Hunter, Katzen, and Upbin; filed herewith.
99.1 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 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.
10
(b) REPORTS ON FORM 8-K:
The following reports were filed on Form 8-K during the three months ended
February 1, 2003:
Current Report under item 5 on Form 8-K dated November 26, 2002
Current Report under item 5 on Form 8-K dated November 14, 2002
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 4, 2003 /s/ Hal J. Upbin
-------------------------
Hal J. Upbin
Director, Chairman of the Board,
President, and Chief Executive Officer
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 4, 2003
- ------------------------- President, and Chief Executive
Hal J. Upbin Officer
/s/ W. Lee Capps, III Senior Vice President Finance and April 4, 2003
- ----------------------- Chief Financial Officer
W. Lee Capps, III (principal financial officer)
/s/ Lawrence E. Hummel Vice President Finance April 4, 2003
- ------------------------ (principal accounting officer)
Lawrence E. Hummel
Raymond F. Bentele Director
Martin Bloom Director
/s/ W. Lee Capps, III
Kitty G. Dickerson Director ---------------------
W. Lee Capps, III
Leonard A. Genovese Director Attorney-in-fact
April 4, 2003
Martin J. Granoff Director
Jerry M. Hunter Director
Larry R. Katzen Director
Janice E. Page Director
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CERTIFICATIONS
I, Hal J. Upbin, certify that:
1. I have reviewed this annual report on Form 10-K for the period ended
February 1, 2003, of Kellwood Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 4, 2003
/s/ HAL J. UPBIN
----------------------
Hal J. Upbin
Chairman, President and Chief Executive Officer
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I, W. Lee Capps III, certify that:
1. I have reviewed this annual report on Form 10-K for the period ended
February 1, 2003, of Kellwood Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 4, 2003
/s/ W. LEE CAPPS, III
---------------------------
W. Lee Capps, III
Senior Vice President Finance and
Chief Financial Officer
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