The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0000055080
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
KELLWOOD CO
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
KELLWOOD CO
Street Address 1 Street Address 2
600 KELLWOOD PKWY ATTN: LEGAL DEPT.
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CHESTERFIELD MO 63017 3145763100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324826
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
American Recreation Products, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
American Recreation Products, Inc.
Street Address 1 Street Address 2
1224 FERN RIDGE PARKWAY  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
ST. LOUIS MO 63141 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324846
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Halmode Apparel, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Halmode Apparel, Inc.
Street Address 1 Street Address 2
1400 BROADWAY 11TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NY 10018 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324855
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Kellwood Financial Resources, Inc.
Jurisdiction of Incorporation/Organization
TENNESSEE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Kellwood Financial Resources, Inc.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CHESTERFIELD MO 63017 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001469596
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Kellwood Retail Group, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Kellwood Retail Group, Inc.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CHESTERFIELD MO 63017 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324857
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
KWD Holdings, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
KWD Holdings, Inc.
Street Address 1 Street Address 2
1105 NORTH MARKET STREET SUITE 1300
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
WILMINGTON DE 19899 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324848
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
New Campaign, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
New Campaign, Inc.
Street Address 1 Street Address 2
1155 PINERIDGE ROAD  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NORFOLK VA 23502 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324860
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Phat Fashions, LLC
Jurisdiction of Incorporation/Organization
NEW YORK
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Phat Fashions, LLC
Street Address 1 Street Address 2
512 SEVENTH AVENUE 12TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NY 10018 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001324861
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Phat Licensing, LLC
Jurisdiction of Incorporation/Organization
NEW YORK
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Phat Licensing, LLC
Street Address 1 Street Address 2
512 SEVENTH AVENUE 43RD FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NY 10018 314-576-3100

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001469592
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Royal Robbins, Inc.
Jurisdiction of Incorporation/Organization
CALIFORNIA
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Royal Robbins, Inc.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CHESTERFIELD MO 63017 314-576-3100

3. Related Persons

Last Name First Name Middle Name
KRAMER MICHAEL W.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
BRODY MARK  
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
METZ CHRISTOPHER T.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
BAGINSKI STEVEN E.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
GRYPP KEITH A.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
PHILLIPPI DALE R.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
HARRISON BRIAN T.
Street Address 1 Street Address 2
600 KELLWOOD PARKWAY  
City State/Province/Country ZIP/PostalCode
CHESTERFIELD MO 63017
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
X Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2009-07-23    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
X Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Second-priority senior secured guarantees of the debt securities.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

Kellwood Company issued the debt and guarantees in exchange for certain outstanding Kellwood Company notes.

11. Minimum Investment

Minimum investment accepted from any outside investor $1 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
LAZARD MIDDLE MARKET LLC 146092
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
225 SOUTH SIXTH STREET 46TH FLOOR
City State/Province/Country ZIP/Postal Code
MINNEAPOLIS MN 55402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AL
AZ
AR
CA
CO
CT
DC
FL
GA
IL
IN
IA
KY
LA
ME
MD
MA
MI
MN
MO
MT
NE
NV
NH
NJ
NY
NC
OH
OR
PA
TN
TX
VA

13. Offering and Sales Amounts

Total Offering Amount $120,590,000 USD
or    Indefinite
Total Amount Sold $120,590,000 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

Offer to exchange certain outstanding debt of Kellwood Company for 12 7/8% Second-Priority Senior Secured PIK Notes due 2014, which offer has expired, therefore no securities remain to be sold.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
28

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Lazard Middle Market LLC was not Dealer Manager, and did not receive any sales commissions or finders' fees. They did, however, receive a success fee for consummation of the exchange offer.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

No cash proceeds were received by the issuer; existing notes were exchanged for new notes.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

X I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf.
Issuer Signature Name of Signer Title Date
KELLWOOD CO KEITH GRYPP KEITH GRYPP SVP, SECRETARY AND GENERAL COUNSEL 2009-08-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.