SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Kellwood Company

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

488044108

(CUSIP Number)

Jason G. Bernzweig

SCSF Equities, LLC

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

(561) 394-0550

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

-with a copy to-

Gerald T. Nowak
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
(312) 861-2000 Stephen Fraidin
Thomas W. Christopher
Kirkland & Ellis LLP
Citigroup Center
153 E. 53rd Street
New York, NY 10022
(212) 446-4800

January 15, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SCSF Equities, LLC                                              20-2978626
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) PN

2

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Offshore Fund, Ltd.           20-4202392
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000  (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000  (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) CO

3

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Fund, LP                         20-0768577
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) PN

4

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Advisors, LP                      20-0768517
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) PN

5

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities, LLC                                  20-0768441
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) PN

6

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marc J. Leder
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) IN

7

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Rodger R. Krouse
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 2,562,000 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 2,562,000 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,562,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 9.9%
	14.	Type of Reporting Person (See Instructions) IN

8

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cardinal Integrated, LLC                                              75-3264870
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 0 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 0 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0%
	14.	Type of Reporting Person (See Instructions) PN

9

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Partners V, L.P.                                            98-0522944
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 0 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 0 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0%
	14.	Type of Reporting Person (See Instructions) PN

10

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Advisors V, L.P.                                          98-0522942
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 0 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 0 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0%
	14.	Type of Reporting Person (See Instructions) PN

11

CUSIP No.   488044108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Partners V, Ltd.                                          98-0522940
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 0 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 0 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0%
	14.	Type of Reporting Person (See Instructions) CO

12

This Amendment No. 5 hereby amends the Statement on Schedule 13D (this “Statement”) previously filed on June 8, 2007, as amended by Amendment No. 1 previously filed on July 26, 2007, Amendment No. 2 previously filed on September 18, 2007, Amendment No. 3 previously filed on November 13, 2007, and Amendment No. 4 previously filed on January 10, 2008 by SCSF Equities, LLC, a Delaware limited liability company, Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation, Sun Capital Securities Fund, LP, a Delaware limited partnership, Sun Capital Securities Advisors, LP, a Delaware limited partnership, Sun Capital Securities, LLC, a Delaware limited liability company, Marc J. Leder and Rodger R. Krouse with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Kellwood Company, a Delaware corporation (the “Issuer”) as follows:

Item 2.	Identity and Background
The information contained in Item 2 of the Statement is hereby amended and restated as follows:
	This Statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Cardinal Integrated, LLC, a Delaware limited liability company (“Cardinal Integrated”), Sun Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“SC Partners V”), Sun Capital Advisors V, L.P., a Cayman Islands exempted limited partnership (“Advisors V”), Sun Capital Partners V, Ltd., a Cayman Islands exempted company (“Partners V”), SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund, which in turn is the managing member of SCSF Equities. Leder and Krouse may each be deemed to control Sun Offshore Fund by virtue of being the only two directors of Sun Offshore Fund.  Sun Offshore Fund, in turn, owns a majority of the membership interests of SCSF Equities.  Leder and Krouse may each be deemed to control Partners V, Advisors V and SC Partners V as they are the two directors, and Co-CEOs, of Partners V, which is the general partner of Advisors V, which in turn is the general partner of SC Partners V.  Cardinal Integrated is an indirect, jointly owned subsidiary of SCSF Equities and SC Partners V. SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder, Krouse, Cardinal Integrated, SC Partners V, Advisors V and Partners V are collectively referred to as the “Reporting Persons.”

13

	The principal business address of each of SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Cardinal Integrated, Leder and Krouse is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486. The principal business address of each of SC Partners V, Advisors V and Partners V is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands  KY1-9002. SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors and Sun Capital Securities are each principally engaged in making investments.  Leder and Krouse are principally engaged in merchant banking and the acquisition and operation of middle market companies.  Cardinal Integrated was formed solely for the purpose of effecting the Offer described under Item 4 of this Statement and has not engaged in any activities except in connection with the Offer.  SC Partners V is a private equity fund that invests in public and private companies. The Reporting Persons have entered into an Amended and Restated Joint Filing Agreement, a copy of which is filed with this Statement as Exhibit 99.1 and incorporated herein by reference.  Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on Schedule A attached hereto.
Item 3.	Source and Amount of Funds or Other Consideration
The information contained in Item 3 of this Statement is hereby amended by adding the following paragraph:
	In connection with the Offer described in Item 4 below, SC Partners V has agreed to contribute $560 million to Cardinal Integrated to fund the payment for Shares (as defined below) accepted pursuant to the Offer and to pay certain related expenses, subject to the terms and conditions of an equity commitment letter dated January 15, 2008, which is filed with this Statement as Exhibit 99.3 and incorporated herein by reference.  The equity contribution by SC Partners V is subject to the satisfaction of the conditions to the Offer, which will be described in detail in the Offer documents to be filed with the Commission.

14

Item 4.	Purpose of Transaction
The information contained in Item 4 of this Statement is hereby amended and restated as follows:
	Cardinal Integrated, an indirect, jointly owned subsidiary of SCSF and SC Partners V, intends to launch a tender offer (the “Offer”) for all of the shares of Common Stock not yet owned by the Reporting Persons, together with associated rights to purchase Series A Junior Preferred Stock of the Issuer (such rights, together with the shares of Common Stock, the “Shares”).  In addition, the Reporting Persons intend to investigate the impact on shareholder value of the Issuer’s recently announced cash tender offer for up to $60,000,000 aggregate principal amount of its 7.875% Notes due 2009 (the “Debt Tender Offer”), and to determine whether there exists a basis to allege that the board of directors of the Issuer has breached its fiduciary duties by authorizing the Debt Tender Offer.  In connection with the foregoing, SCSF sent a letter to the Issuer, dated January 15, 2007, demanding to inspect all books and records relating to the Debt Tender Offer pursuant to Section 220 of the General Corporation Law of the State of Delaware.  In the letter, SCSF also requested the right to inspect the Issuer’s stockholder list for purposes of communicating with the Issuer’s stockholders concerning the Offer and the possibility of a proxy solicitation. A copy of the demand letter is filed with this Statement as Exhibit 99.4 and incorporated herein by reference. The information set forth in Item 3 of this Statement is incorporated herein by reference. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information contained in Item 6 of this Statement is hereby amended and restated as follows:
	Except for the agreements described in response to Items 3 and 4 of this Schedule 13D, which are incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to Be Filed as Exhibits

Exhibit No.	Description
99.1	Amended and Restated Joint Filing Agreement, dated as of January 15, 2008, by and among the Reporting Persons.

15

99.2	Power of Attorney, granted January 14, 2008, by each of the Reporting Persons in favor of each of Jason G. Bernzweig, Michael J. McConvery and Jason H. Neimark.
99.3	Equity Commitment Letter, dated January 15, 2008, between Sun Capital Partners V, L.P. and Cardinal Integrated, LLC.
99.4	Stockholder List Access and Inspection of Books and Records Demand Pursuant to Section 220 of Delaware General Corporation Law, dated January 15, 2008.

16

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:       January 15, 2008

SCSF Equities, LLC
By:	*
	Name:	Marc J. Leder
	Its:	Co-CEO

17

Sun Capital Securities Offshore Fund, Ltd.
By:			*
			Name:			Marc J. Leder
			Its:			Director
Sun Capital Securities Fund, LP
By:			Sun Capital Securities Advisors, LP
Its:			General Partner
By:			Sun Capital Securities, LLC
Its:			General Partner
By:			*
			Name:			Marc J. Leder
			Its:			Co-CEO
Sun Capital Securities Advisors, LP
By:				Sun Capital Securities, LLC
Its:				General Partner
By:			*
			Name:			Marc J. Leder
			Its: Co-CEO
Sun Capital Securities, LLC
By:			*
			Name:			Marc J. Leder
			Its: Co-CEO
			*
Name:			Marc J. Leder
			*
Name:			Rodger R. Krouse
	Cardinal Integrated, LLC
	By:	/s/Jason G. Bernzweig
		Name:			Jason G. Bernzweig
		Its:			Vice President
	Sun Capital Partners V, L.P.
	By: Sun Capital Advisors V, LP
	Its: General Partner
	By: Sun Capital Partners V, Ltd
	Its: General Partner
	By:	*
		Name:			Marc J. Leder
		Its:			Co-CEO
	Sun Capital Advisors V, L.P.
	By: Sun Capital Partners V, Ltd
	Its: General Partner
	By:	*
		Name:			Marc J. Leder
		Its:			Co-CEO
	Sun Capital Partners V, Ltd
	By:	*
		Name:			Marc J. Leder
		Its:			Co-CEO

18

The undersigned, by signing his name hereto, does sign and execute this Schedule 13D pursuant to the Power of Attorney executed by the above Reporting Persons and previously filed on behalf of the Reporting Persons.

Dated: January 15, 2008	*By:	/s/Jason G. Bernzweig	Attorney in Fact
		Jason G. Bernzweig

19

SCHEDULE A
Information Concerning Directors and Executive Officers
of Certain Reporting Persons

*Unless indicated otherwise, all individuals listed in this Schedule A are citizens of the United States.

** Unless indicated otherwise, the business address of all individuals listed in this Schedule A is c/o Sun Capital Partners, Inc., 5200 Town Center Circle, Suite 600, Boca Raton, Florida 33486.

SCSF EQUITIES, LLC

Marc J. Leder, Co-CEO

Rodger R. Krouse, Co-CEO

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.

Marc J. Leder, Director

Rodger R. Krouse, Director

SUN CAPITAL SECURITIES, LLC

Marc J. Leder, Co-CEO

Rodger R. Krouse, Co-CEO

CARDINAL INTEGRATED, LLC

Jason H. Neimark, Vice President

Jason G. Bernzweig, Vice President

Michael J. McConvery, Vice President and Assistant Secretary

Mark Hajduch, Vice President and Assistant Secretary

Melissa Klafter, Vice President and Assistant Secretary

SUN CAPITAL PARTNERS V, LTD.

Marc J. Leder, Director, Co-CEO & Treasurer

Rodger R. Krouse, Director, Co-CEO & Secretary

EX-99.1

Exhibit 99.1

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the amendment to Schedule 13D to which this amended and restated joint filing agreement is attached, and all subsequent amendments to such Schedule 13D, and have duly executed this amended and restated joint filing agreement as of the date set forth below.

Dated: January 15, 2008	SCSF Equities, LLC
	By:	*
	Name:	Marc J. Leder
	Its:	Co-CEO

Sun Capital Securities Offshore
Fund, Ltd.
By:	*
Name:	Marc J. Leder
Its:	Director
Sun Capital Securities Fund, LP
By:	Sun Capital Securities Advisors, LP
Its:	General Partner
By:	Sun Capital Securities, LLC
Its:	General Partner
By:	*
Name:	Marc J. Leder
Its:	Co-CEO
Sun Capital Securities Advisors, LP
By:	Sun Capital Securities, LLC
Its:	General Partner
By:	*
Name:	Marc J. Leder
Its:	Co-CEO
Sun Capital Securities, LLC
By:	*
Name:	Marc J. Leder
Its:	Co-CEO
	*
Name:	Marc J. Leder
	*
Name:	Rodger R. Krouse
Cardinal Integrated, LLC
By:	/s/Jason G. Bernzweig
Name:	Jason G. Bernzweig
Its:	Vice President
Sun Capital Partners V, L.P.
By:	Sun Capital Advisors V, LP
Its:	General Partner
By:	Sun Capital Partners V, Ltd
Its:	General Partner
By:	*
Name:	Marc J. Leder
Its:	Co-CEO
Sun Capital Advisors V, L.P.
By:	Sun Capital Partners V, Ltd
Its:	General Partner
By:	*
Name:	Marc J. Leder
Its:	Co-CEO
Sun Capital Partners V, Ltd.
By:	*
Name:	Marc J. Leder
Its:	Co-CEO

The undersigned, by signing his name hereto, does sign and execute this Amended and Restated Joint Filing Agreement pursuant to the Power of Attorney executed by the above Reporting Persons and filed on behalf of the Reporting Persons.

Dated: January 15, 2008

*By:	/s/Jason G. Bernzweig	Attorney in Fact
	Jason G. Bernzweig

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY
January 14, 2008

KNOW ALL BY THESE PRESENT, that the undersigned hereby separately constitutes and appoints each of Jason G. Bernzweig, Jason H. Neimark and Michael J. McConvery, the undersigned’s true and lawful attorneys-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as (x) an officer and/or director of, and/or a direct or indirect owner of greater than 10% membership interest in, SCSF Equities, LLC, a Delaware limited liability company, or its controlling persons, or (y) an officer and/or director of Sun Capital Partners V, Ltd., a Cayman Islands exempted company (the entities in (x) and (y) together, the “Companies”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder as well as Schedule 13D or Schedule 13G and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or Schedule 13G and any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby separately grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  Each of the undersigned acknowledges that none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect as to each of the foregoing attorneys-in-fact until each of the undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by Kellwood Company, a Delaware corporation, unless earlier revoked as to one or more of such attorneys-in-fact by each of the undersigned in a signed writing delivered to the attorney- or attorneys-in-fact whose power of attorney is revoked by such writing.  In the case of a revocation of this Power of Attorney as to one or more of the foregoing attorneys-in-fact, this Power of Attorney shall nonetheless remain in force as to each attorney-in-fact to whom no such signed writing is delivered.

********

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL PARTNERS V, L.P.
By:			SUN CAPITAL ADVISORS V, L.P.
Its:			General Partner
By:		SUN CAPITAL PARTNERS V, Ltd.
Its:		General Partner
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL ADVISORS V, L.P.
By:		SUN CAPITAL PARTNERS V, Ltd.
Its:		General Partner
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL PARTNERS V, Ltd.
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SCSF EQUITIES, LLC
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES OFFSHORE FUND, Ltd.
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Director

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES FUND, LP
By:			SUN CAPITAL SECURITIES ADVISORS, LP
Its:			General Partner
By:		SUN CAPITAL SECURITIES, LLC
Its:		General Partner
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES ADVISORS, LP
By:		SUN CAPITAL SECURITIES, LLC
Its:		General Partner
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

SUN CAPITAL SECURITIES, LLC
By:	/s/Marc J. Leder
	Name: Marc J. Leder
	Title: Co-CEO

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

/s/Marc J. Leder

  Name: Marc J. Leder

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

/s/Rodger R. Krouse

  Name: Rodger R. Krouse

EX-99.3

Exhibit 99.3

SUN CAPITAL PARTNERS V, L.P.

5200 Town Center Circle

Suite 600

Boca Raton, FL 33486

January 15, 2008

Cardinal Integrated, LLC
c/o Sun Capital Partners, Inc.
5200 Town Center Circle

Suite 600

Boca Raton, FL 33486

Ladies and Gentlemen:

Reference is made to the tender offer to be commenced by Cardinal Integrated, LLC (“Purchaser”), a wholly owned subsidiary of Cardinal Group Holdings, LLC, on January 15, 2008, pursuant to that certain Offer to Purchase, dated as of the date hereof (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”).  Capitalized terms not otherwise defined in this letter agreement shall have the meanings ascribed to them in the Offer to Purchase.

Sun Capital Partners V, L.P. (“Sun”) agrees that subject to the satisfaction of each of the conditions to the Offer set forth in Section 14 of the Offer to Purchase, it shall contribute (or cause to be contributed) to Purchaser, at or prior to the date on which Purchaser accepts for payment Shares tendered pursuant to the Offer, in accordance with the terms and subject to the conditions set forth in this letter agreement, and directly or indirectly through one or more affiliates, an amount in cash in immediately available funds equal to $560,000,000 as a source of funds required to pay for Shares accepted pursuant to the Offer and to pay certain related expenses (the “Contribution Obligation”).  This letter agreement relates to the obligation of Sun to provide financing to Purchaser as set forth above and is not a guaranty of collection or the performance of any other obligations of Purchaser, Sun or any other Person.

Notwithstanding anything contained herein to the contrary, (i) under no circumstances shall Sun be liable or obligated for any amount in excess of the Contribution Obligation or any obligation or liability of Purchaser, (ii) under no circumstances shall any partners, members, stockholders, directors, officers, managers, employees or agents of either Sun or its Affiliates be liable or obligated for any amount pursuant to this letter agreement or have any liability or obligation to any Person in connection with this letter agreement, and (iii) effective upon the earliest to occur of (A) the expiration or termination of the Offer in accordance with its terms, (B) the date Sun, its Affiliates or its assigns contribute (or cause to be contributed) to Purchaser an aggregate amount equal to the Contribution Obligation, or (C) the consummation of the Merger, all obligations of Sun under this letter agreement shall terminate automatically and none of Sun, its Affiliates, their respective partners, members, stockholders, directors, officers, managers, employees or agents shall have any liability or obligation to any Person in connection with this letter agreement, whether based upon contract, tort or any other claim.

Sun represents and warrants that it is a Cayman Islands exempted limited partnership with, as of the date hereof, aggregate uncalled capital commitments in excess of $4.5 billion.

Nothing in this letter agreement shall limit the right and ability of Sun to syndicate its rights and obligations hereunder to other co-investors or financing sources prior to the date on which Purchaser accepts for payment Shares tendered pursuant to the Offer; provided, however, that no such syndication shall in any manner relieve Sun of its obligations hereunder or give rise to any obligations hereunder other than those expressly set forth herein.  Purchaser may not assign its rights under this letter agreement.  In no event will Sun’s aggregate liability pursuant to this letter agreement to Purchaser or to any other beneficiary hereof (whether individually or collectively) exceed the Contribution Obligation, whether based upon contract, tort or any other claim.

This letter agreement is solely for the benefit of Purchaser and is not intended to confer any benefits on, or create any rights in favor of, any other Person.  Nothing set forth herein contains or gives, or shall be construed to contain or to give, any Person other than Purchaser (including any Person acting in a representative capacity) any remedies under or by reason of, or any rights to enforce or cause Purchaser to enforce, the commitments set forth herein, whether based upon contract, tort or any other claim.

No Person shall be a third-party beneficiary to this equity commitment letter agreement, and no Person other than Purchaser shall have the right to enforce this letter agreement directly against Sun.  Notwithstanding anything to the contrary contained herein, Purchaser agrees and acknowledges (i) the liability and obligations of Sun hereunder shall not exceed the Contribution Obligation, and (ii) none of Sun’s Affiliates, their respective partners, members, stockholders, directors, officers, managers, employees or agents shall have any obligation or liability to any Person relating to, arising out of or in connection with this letter agreement or the Agreement, whether based upon contract, tort or any other claim.  Sun’s Contribution Obligation shall be the sole and exclusive remedy of Purchaser and all of its Affiliates against Sun, its Affiliates, and their respective partners, members, stockholders, directors, officers, managers, employees or agents in respect of this letter agreement.

When used in this letter agreement, the following terms have the meanings set forth below:

“Affiliate” of any particular Person, including without limitation Sun, means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise.

“Person” means and includes an individual, a partnership, a joint venture, a limited liability company, a corporation or trust, an unincorporated organization, a group, or a government or other department or agency thereof, or any other entity.

This letter agreement will be governed by the laws of the State of Delaware, disregarding any conflict of laws provisions which may require the application of the law of another jurisdiction.  Each party hereto hereby submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any federal court sitting in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this letter agreement and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this letter agreement in such courts, that any such court lacks subject matter jurisdiction, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that this letter agreement may not be enforced in or by such

2

courts or that its property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper.  Service of process with respect thereto may be made upon any party hereto by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its address set forth above; provided that service of process may be accomplished in any other manner permitted by applicable law.

This letter agreement reflects the entire understanding of the parties with respect to the subject matter hereof and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.  This letter agreement may not be amended or otherwise modified without the prior written consent of Sun and Purchaser.

EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THIS AGREEMENT, THE LIABILITY OF SUN UNDER THIS LETTER AGREEMENT SHALL BE LIMITED TO DAMAGES ACTUALLY INCURRED, AND SUN SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, INCLUDING LOST PROFITS AND REVENUE.  PURCHASER AGREES THAT IT WILL NOT SEEK PUNITIVE DAMAGES AS TO ANY MATTER UNDER, RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

*  *  *  *  *

3

Sincerely,
SUN CAPITAL PARTNERS V, L.P.
By: Sun Capital Advisors V, L.P.
Its: General Partner
By: Sun Capital Partners V, Ltd.
Its: General Partner
By:	/s/Rodger R. Krouse
	Name:	Rodger R. Krouse
	Title:	Co-CEO

Agreed and accepted:

CARDINAL INTEGRATED, LLC

By:	/s/Jason G. Bernzweig
	Name:	Jason G. Bernzweig
	Title:	Vice President

Signature Page to Equity Commitment Letter

EX-99.4

Exhibit 99.4

SCSF Equities, LLC
5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

January 15, 2008

VIA OVERNIGHT MAIL

Kellwood Company

Attention: Mr. Robert C. Skinner Jr.

Chairman & Chief Executive Officer

600 Kellwood Parkway
St. Louis, Missouri 63017

Re:Stockholder List Access and Inspection of Books and Records Demand Pursuant to Delaware General Corporation Law Section 220

Dear Mr. Skinner:

SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), is the beneficial owner of 2,562,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of Kellwood Company, a Delaware corporation (the “Company”).  As evidence of our ownership, we have attached hereto a true and correct copy of the relevant portions of the most recent brokerage statement provided to us by our broker reflecting such ownership.

Pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) and other applicable law, SCSF Equities hereby demands (the “Demand”) the right, during the Company’s usual business hours to inspect the following records and documents of the Company (the “Demand Materials”) and to make copies or extracts therefrom:

1.Any documents which relate to the Company’s recently announced cash tender offer for up to $60,000,000 aggregate principal amount of its 7.875% Notes due 2009 (the “Debt Tender Offer”).

2.Any documents which relate to the approval and/or authorization of the Debt Tender Offer by the Board of Directors of the Company (the “Board”) or any of its committees, including, without limitation, the minutes of the Board or its committees and the materials (e.g., presentations by financial advisors, consultants and outside legal counsel) provided to each in connection with such approval and/or authorization.

3.A complete record or list of the Company’s stockholders, certified by the Company or its transfer agent, showing the names and addresses of each stockholder and the number of shares of stock registered in the name of each such stockholder, as of the date of this Demand.

4.A computer disk or other electronic medium list of the holders of the Company’s stock as of the date of this Demand, showing the names, addresses and number of shares held by such stockholders, such computer processing data as is necessary for the SCSF Equities to make use of such computer disk or other electronic medium, and a printout of such computer disk or other electronic medium for verification purposes.

5.All daily transfer sheets showing changes in the names, addresses and number of shares of the Company’s stockholders which are in or come into the possession of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder list referred to above to the conclusion of the tender offer referred to below.

6.All information in or which comes into the Company’s or its agents’ possession, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, up to and including the date of the Company’s 2008 Annual Meeting, concerning the names, addresses and number of shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. (whether in electronic form or list form), including any daily or weekly participant list for the Depository Trust Company, or from other similar depositories or nominees, including any respondent bank lists or omnibus proxies, and a list or lists containing the name, address and number of shares attributable to any participant in any Company employee stock ownership plan, stock purchase plan or comparable plan in which the decision as to the voting of the shares held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan.

7.All information in or which comes into the Company’s possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or other nominees up to and including the date of the Annual Meeting, relating to the names of the beneficial owners of the Company’s stock pursuant to Rule 14(b)-1(b) or Rule 14b-2(b) under the Securities Exchange Act of 1934, as amended, in the format of a printout in descending order balance.  If such information is not in the Company’s possession, custody or control, such information should be requested from Broadridge (formerly ADP Proxy Services).

8.A stop list or stop lists relating to any shares of stock of the Company and any additions or deletions from the date of the list referred to in paragraph (a) above.

SCSF Equities demands further that all modifications, additions or deletions to any and all information in the Demand Materials be immediately furnished as such modifications, additions or deletions become available to the Company or its representatives or agents.

The undersigned makes this notification and demand to inspect and copy the Demand Materials in good faith and for the purpose of (i) enabling SCSF Equities, the second largest stockholder of the Company, to investigate the impact of the Debt Tender Offer on shareholder value, (ii) to determine whether there exists a basis to allege that the Board has breached its fiduciary duties by authorizing the Debt Tender Offer because such offer is so destructive of shareholder value and/or constitutes an unreasonable takeover defense, and (iii) communicating with the Company’s stockholders concerning a tender offer, as more specifically described in the

Schedule TO filed with the Securities and Exchange Commission on January 15, 2008, by Cardinal Integrated, LLC and SCSF Equities, and the possibility of soliciting proxies.

The undersigned hereby authorizes Thomas W. Christopher, a partner in the law firm Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, New York 10022, (212) 446-4790, and his partners, associates, employees, and any other persons to be designated by him, to conduct the inspection and copying herein demanded.  Please advise Mr. Christopher where and when the Demand Materials will be available for inspection and copying.

If you refuse to permit the inspection and copying demanded herein, or fail to reply to this demand within five (5) business days of the date of this letter, SCSF Equities will apply to the Court of Chancery of the State of Delaware for an order compelling such inspection under DGCL Sections 220(b) and (c).

The undersigned reserves the right to make other demands of the Company whether pursuant to the DGCL, other applicable law, or the Company’s certificate of incorporation or bylaws.

Thank you for your attention to this matter.  If you have any questions or comments, please contact Mr. Christopher at (212) 446-4790.

		Sincerely,
		SCSF EQUITIES, LLC
		By:	/s/Jason G. Bernzweig
			Name:  Jason G. Bernzweig
			Title:  Vice President
cc:	Stephen Fraidin
	Thomas W. Christopher
	Kirkland & Ellis LLP

Verification and Power of Attorney

STATE OF FLORIDA		)
	)	ss.:
	)

COUNTY OF PALM BEACH

Jason G. Bernzweig, Vice President of SCSF Equities, LLC, being duly sworn, deposes, and says:

(1)I hereby certify that the foregoing is the letter of demand for the inspection of certain designated Demand Materials (as defined in such foregoing letter of demand, such letter the “Demand Letter”) of Kellwood Company and that the statements made therein are true and correct.

(2)The Demand Letter designates Thomas W. Christopher, a partner in the law firm Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, New York 10022, (212) 446-4790, and his partners, associates, employees, and any other persons to be designated by him, acting together, singly or in combination, as my attorney or agent to conduct such inspection.  The Demand Letter and this verification are my power of attorney authorizing the foregoing persons to act on behalf of SCSF Equities, LLC. with respect to the Demand Materials.

By:	/s/Jason G. Bernzweig
	Name: Jason G. Bernzweig
	Title: Vice President

Sworn to before me this
14th day of January, 2008.

  /s/Mina K. Dourvetakis

Notary Public