8-K 1 k02028_8k071707.htm JULY 17, 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 17, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On July 17, 2007, the Company entered into change in control employment agreements with Patrick J. Burns, Vice President and Chief Strategy and Marketing Officer, Samuel W. Duggan II, Vice President Investor Relations and Treasurer, J. David LaRocca, Jr., Vice President Human Resources, and Michael M. Saunders, Vice President and Chief Information Officer. The change in control agreement provides for compensation in connection with termination of employment following a change in control, as well as if all or substantially all of Kellwood’s assets are sold, or if Kellwood is liquidated or ceases to function as a going concern. A change of control is defined as occurring when any corporation or any person or related group acquires at least 25 percent of the Company’s outstanding common stock directly or indirectly. The agreement provides for the payment of a lump sum within five days of the date of termination equal to the sum of (a) two times the officer’s highest base salary in effect during the fiscal year in which the date of termination occurs; (b) two times the officer’s average annual incentive awards during the last three fiscal years; (c) the incentive award which, pursuant to any Kellwood benefit plan, had accrued or would have accrued to the officer during the last full fiscal year; and (d) the last bonus award earned by the officer under Kellwood’s annual bonus program. Should the payments to any officer be considered “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code subject to the excise tax imposed by Section 4999 of the Code, such officer shall be paid an amount necessary to place him in the same after-tax position as he would have been in had no excise tax been imposed.

 

Item 9.01 Exhibits

 

10.1

Form of Employment Agreement regarding change in control matters dated July 17, 2007, between Kellwood Company and four executive officers.

               

 

 



 

 

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 20, 2007

BY

/s/ Thomas H. Pollihan

 

 


 

 

Thomas H. Pollihan

 

 

Executive Vice President, Secretary

 

 

and General Counsel