Kellwood Co - Initial Statement of Beneficial Ownership (3)
05 Febrero 2008 - 4:09PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
January 31, 2008
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SCSF Equities, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/28/2008
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3. Issuer Name
and
Ticker or Trading Symbol
KELLWOOD CO [KWD]
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(Last)
(First)
(Middle)
5200 TOWN CENTER CIRCLE, SUITE 600
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BOCA RATON, FL 33486
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common stock, $0.01 par value per share
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2562000
(1)
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D
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Common stock, $0.01 par value per share
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2562000
(2)
(3)
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I
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See footnotes 2 and 3
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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SCSF Equities, LLC, a Delaware limited liability company ("SCSF Equities"), is the direct beneficial owner of the shares reported in Table I.
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(
2)
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The securities reported in Table I may be deemed to be beneficially owned by 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 owns a majority of the membership interests of SCSF Equities.
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(
3)
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Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of the two of them being the only directors of the Sun Offshore Fund. Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse expressly disclaim beneficial ownership of the shares reported in Table I, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
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Remarks:
Exhibit 24.1 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 (incorporated by reference to Exhibit 99.2 of the amendment to the Statement on Schedule 13D filed by the Reporting Persons on January 15, 2008).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCSF Equities, LLC
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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Sun Capital Securities Offshore Fund Ltd
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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SUN CAPITAL SECURITIES FUND L P
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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Sun Capital Securities Advisors, LP
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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Sun Capital Securities, LLC
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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LEDER MARC J
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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KROUSE RODGER R
5200 TOWN CENTER CIRCLE
SUITE 600
BOCA RATON, FL 33486
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X
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Signatures
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SCSF EQUITIES, LLC By: * Name: Rodger R. Krouse Its: Co-CEO
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2/5/2008
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**
Signature of Reporting Person
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Date
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SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. By: * Name: Rodger R. Krouse Its: Director
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2/5/2008
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**
Signature of Reporting Person
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Date
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SUN CAPITAL SECURITIES FUND, LP By: Sun Capital Securities Advisors, LP Its: General Partner By: Sun Capital Securities, LLC Its: General Partner By: * Name: Rodger R. Krouse Its: Co-CEO
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2/5/2008
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**
Signature of Reporting Person
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Date
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SUN CAPITAL SECURITIES ADVISORS, LP By: Sun Capital Securities, LLC Its: General Partner By: * Name: Rodger R. Krouse Its: Co-CEO
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2/5/2008
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**
Signature of Reporting Person
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Date
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SUN CAPITAL SECURITIES, LLC By: * Name: Marc J. Leder Its: Co-CEO
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2/5/2008
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**
Signature of Reporting Person
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Date
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* Marc J. Leder
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2/5/2008
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**
Signature of Reporting Person
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Date
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* Rodger R. Krouse
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2/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Jason G. Bernzweig, Attorney in Fact
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2/5/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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