-----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, NhZ1vCgbLTMU+EMdp8TTXSIiQOnNX+6KFTOUX2WtIZyN3S5GXSbNu9h4qzQydGIy tlnrOMa/LNT7qzBWPtXEPQ== 0000914760-07-000122.txt : 20070719 0000914760-07-000122.hdr.sgml : 20070719 20070719155324 ACCESSION NUMBER: 0000914760-07-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070713 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070719 DATE AS OF CHANGE: 20070719 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: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07340 FILM NUMBER: 07989263 BUSINESS ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: ATTN: LEGAL DEPT. CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145763100 MAIL ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: ATTN: LEGAL DEPT. CITY: CHESTERFIELD STATE: MO ZIP: 63017 8-K 1 k02028_8k071307.htm JULY 13, 2007

UNITED STATES

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)      July 13, 2007      

 

KELLWOOD COMPANY

(Exact name of registrant as specified in its charter)

Delaware

000-07340

36-2472410




(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

 

 

 

600 Kellwood Parkway, St. Louis, Missouri

63017



(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, including area code      (314) 576-3100     

Not Applicable

(Former name or former address, if changed since last report)

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On July 13, 2007, Kellwood Company (the “Company”) completed its merger (the “Merger”) with Hanna Andersson Corporation, a Delaware corporation (“Hanna Andersson”). Hanna Andersson is a leading brand in the specialty children’s apparel market. The Merger was made pursuant to an Agreement and Plan of Merger (the “Agreement”) dated as of June 13, 2007. In the Merger, Newkell V, Inc., a wholly owned subsidiary of the Company, was merged with and into Hanna Andersson, and as a result, Hanna Andersson became the surviving corporation and wholly owned subsidiary of the Company. The Company purchased Hanna Andersson for approximately $175 million. The Company financed the Merger with cash on hand.

 

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 (c) The following exhibits are included with this report:

 

Exhibit 2.1

Agreement and Plan of Merger dated as of June 13, 2007, by and among the Company, Hanna Andersson Corporation, and Newkell V, Inc., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2007.*

 

* Pursuant to Item 601(b) of Regulation S-K, certain Exhibits and Schedules have been omitted from this Agreement. The registrant will furnish a copy of any omitted Exhibit and Schedule to the Commission upon request.

 


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.

 

 

                                             KELLWOOD COMPANY

 

 

(Registrant)

 

 

 

DATE July 19, 2007

BY

/s/ Thomas H. Pollihan

 

 


 

 

Thomas H. Pollihan

 

 

Executive Vice President, Secretary

 

 

and General Counsel

 

 

 

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