-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9x2FlZl/vGq5Jx6MkoMSrAba7LODvvWDAPjD1E+6i5iNl5Ix2Vj2r4nGgAhiBUc UfVz0gLc1XNNJJe074oV5w== 0000914760-02-000160.txt : 20020829 0000914760-02-000160.hdr.sgml : 20020829 20020829163714 ACCESSION NUMBER: 0000914760-02-000160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020828 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KELLWOOD CO CENTRAL INDEX KEY: 0000055080 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 362472410 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07340 FILM NUMBER: 02752963 BUSINESS ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: P O BOX 14374 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145763100 MAIL ADDRESS: STREET 1: 600 KELLYWOOD PKWY STREET 2: P O BOX 14374 CITY: ST LOUIS STATE: MO ZIP: 63178 8-K 1 k020288k82802.txt AUGUST 28, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2002 ------------------------------- KELLWOOD COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 001-07340 36-2472410 - -------------------------------------------------------------------------------- (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 600 Kellwood Parkway, P.O. Box 14374, Chesterfield, Missouri 63017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 576-3100 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS On August 28, 2002, the Registrant issued a press release certifying results, a copy of which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release certifying results dated August 28, 2002 issued by Registrant. 99.2 Statement Under Oath of Principal Executive Officer. 99.3 Statement Under Oath of Principal Financial Officer. Item 9. REGULATION FD DISCLOSURE On August 28, 2002 Hal J. Upbin and W. Lee Capps, III each delivered for filing with the United States Securities and Exchange Commission ("SEC") a statement in the form required by the SEC to be filed by Chief Executive Officers and Chief Financial Officers of 947 designated publicly held companies, certifying as to the accuracy of the Company's statements filed with the SEC on Forms 10-K, 10-Q and all other filings with the Commission subsequent to the filing of the Company's Form 10-K filing on April 24, 2002. Attached to this Form 8-K as Exhibit 99.2 and 99.3 are conformed copies of Mr. Upbin's and Mr. Capps' statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 29, 2002 KELLWOOD COMPANY By: /s/ Thomas H. Pollihan ---------------------------------- Thomas H. Pollihan Vice President, Secretary and General Counsel EX-99.1 3 k02028x99182802.txt PRESS RELEASE [LOGO] KELLWOOD N E W S R E L E A S E KELLWOOD (NYSE:KWD) CERTIFIES RESULTS ST. LOUIS, MO, August 28, 2002 - Hal J. Upbin, Kellwood chairman, president and chief executive officer, and W. Lee Capps, III, senior vice president finance and chief financial officer, have filed the SEC requested certifications. "Lee and I laud the actions taken by the SEC. Kellwood has consistently conducted itself in an honorable and straightforward manner since its inception over 40 years ago. High moral and ethical standards have always been the foundation of our business. We pride ourselves in the quality and the caliber of our associates and board members. Strong ethics are the basis for trust. Without trust there can never be a strong relationship with investors, customers, or associates," said Upbin. "Recognizing the importance of corporate responsibility, we formally established a corporate governance committee of the Kellwood Board of Directors two years ago, well before the current SEC mandated actions on this subject. This committee adopted formal corporate governance guidelines, and reaffirmed the Company's Code of Ethics. Each of the Audit, Compensation and Corporate Governance Committees were comprised of only independent directors, and formal charters were adopted for each committee," said Upbin. "The Company also will begin expensing stock options in Fiscal 2003. This accounting change will take effect in Fiscal 2003, which begins February 1, 2003. Expensing of stock options is not expected to impact earnings significantly, and the expensing will be implemented in accordance with current Generally Accepted Accounting Principles," added Capps. Celebrating 40 years of value, fashion and diversity, Kellwood is a $2.1 billion marketer of apparel and consumer soft goods. Kellwood specializes in branded as well as private label products, and markets to all channels of distribution with product specific to a particular channel. Kellwood brands include Sag Harbor(R), Koret(R), Jax(R), David Dart(R), Democracy(R), David Meister(TM), Dorby(TM), My Michelle(R), Vintage Blue(TM), EMME(R), Bill Burns(R), David Brooks(R), Kelty(R), and Sierra Designs(R). EMME(R) and Bill Burns(R) are produced under licensing agreements. For more information about Kellwood, visit Kellwood's website at www.kellwood.com. ### FINANCIAL CONTACT: Roger D. Joseph, VP Treasurer & IR, Kellwood Company, 314.576.3437, Fax 314.576.3325 or roger_joseph@kellwood.com. W. Lee Capps III, Senior Vice President Finance & CFO, Kellwood Company, 314.576.3486, Fax 314.576.3439 or wlc@kellwood.com. Corporate Office: 600 Kellwood Parkway, Chesterfield, Missouri 63017. MEDIA CONTACT: Donna Weaver, VP Corporate Communications, Kellwood Company, 212.575.7467, Fax 212.575.5339 or donna.weaver@kellwood.com. Executive Office: 120 West 45th Street, 27th Floor, New York, New York, 10036. EX-99.2 4 k02028x282802.txt STATEMENT UNDER OATH STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Hal J. Upbin, principal executive officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Kellwood Company, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K, filed with the Commission on April 24, 2002, of Kellwood Company; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Kellwood Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Hal J. Upbin - -------------------------- Hal J. Upbin August 28, 2002 Subscribed and sworn to before me this 28th day of August 2002. /s/ Blanca E. Solis - -------------------------- Notary Public My Commission Expires: 9/2/04 EX-99.3 5 k02028x99382802.txt STATEMENT UNDER OATH STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, W. Lee Capps, III, principal financial officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Kellwood Company, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K, filed with the Commission on April 24, 2002, of Kellwood Company; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Kellwood Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ W. Lee Capps, III - --------------------- W. Lee Capps, III August 28, 2002 Subscribed and sworn to before me this 28th day of August 2002. /s/ Blanca E. Solis - ---------------------- Notary Public My Commission Expires: 9/02/04 -----END PRIVACY-ENHANCED MESSAGE-----