SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
KELLWOOD COMPANY
(Name of Subject Company)
KELLWOOD COMPANY
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
488044108
CUSIP Number of Class of Securities
______________________
Robert C. Skinner, Jr.
Chairman, President and Chief Executive Officer
Kellwood Company
420 Fifth Avenue
New York, New York 10018
Telephone: 212.329.8050
Facsimile: 212.329.8090
Copies To:
Thomas H. Pollihan
Kellwood Company
600 Kellwood Parkway
St. Louis, MO 63017
Telephone: 314.576.3100
Fax: 314.576.3279
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Howard E.
Steinberg
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173-1922
Telephone: 212.547.5415
Fax: 212.547.5444
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Robert A. Schreck, Jr.
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606-5096
Telephone: 312.984.7582
Fax: 312.984.7700
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
INTRODUCTION
This Amendment No. 2 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Kellwood Company, a Delaware corporation (
Kellwood
or the
Company
), on January 28, 2008, as previously amended on February 11, 2008 (the
Schedule 14D-9
) related to an unsolicited, conditional tender offer by Cardinal Integrated, LLC (
Purchaser
), an affiliate of Sun Capital Securities Group, LLC (
Sun Capital
), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share, of the Company
(
Common Stock
) and the associated Preferred Stock Purchase Rights (the
Rights
and together with the Common Stock, the
Shares
) issued as a dividend on the Common Stock and governed by the Amended and Restated Rights Agreement, dated April 19, 2007, by and between the Company and American Stock Transfer Company, as rights agent (the
Rights Plan
) for $21.00 per Share, net to the Seller in cash (the
Offer Price
), without interest, upon the terms and subject to the conditions set forth in that certain Offer to Purchase filed with the Securities and Exchange Commission (the
SEC
) on January 15, 2008 (the
Offer
Documents
). Unless otherwise defined herein, capitalized terms shall have the respective meanings given to such terms in the Schedule 14D-9. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 14D-9.
Item 8.
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Additional Information
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Item 8: Additional Information is hereby amended and supplemented by adding the following at the end thereof.
Offer Expiration
The Offer expired at 12:00 midnight New York City time, on Tuesday, February 12, 2008.
As of the expiration of the Offer, approximately 15.8 million Shares were validly tendered, and not properly withdrawn, representing approximately 70.5% of the outstanding shares of the Company. When added to Sun Capital' s existing 11.4% Shares, this represents approximately 81.9% of the Companys total outstanding Shares. Additional Shares were guaranteed to be delivered within the next three business days which, if added to the tendered Shares and Sun Capital's existing Shares, would represent in excess of 90.0% of Kellwood' s total outstanding Shares.
All Shares validly tendered and not properly withdrawn prior to the expiration of the Offer have been accepted for purchase by Purchaser, and Purchaser expects to promptly pay for all such Shares.
Subsequent Offer Period
On February 13, 2008, Sun Capital announced that Purchaser commenced a subsequent offering period for all of the remaining untendered Shares that will expire at 12:00 midnight New York City time on Friday, February 15, 2008. During this subsequent offer period, Company stockholders who did not previously tender their Shares into the Offer may do so and will promptly receive $21.00 per share cash consideration, as was paid during the initial offering period. Shares tendered during the subsequent offering period may not be withdrawn.
Departure of Directors
In connection with the Offer and the Merger Agreement, each of Ben B. Blount, Jr., Kitty G. Dickerson, Ph.D., Jerry M. Hunter, Phillip B. Miller and Robert Siegel the
Resigning Directors
) resigned from their respective positions as members of the Companys Board of Directors effective on February 13, 2008. Their resignations were contingent upon (i) the satisfaction of the Majority Condition and the making of or irrevocably providing for payment for such Shares, and (ii) the acceptance of the resignation by the Companys Board of Directors. On February 13, 2008, after the Board determined that the Majority Condition had been met and the irrevocable provision for payment of such shares had been made, the Companys Board of Directors accepted the resignations from the Resigning Directors.
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In connection with the Offer and Merger Agreement, on February 13, 2008, the Purchaser designated each of Jason G. Bernzweig, Mark Brody, Christopher T. Metz, and Christopher H. Thomas (the
Purchaser Designees
) as nominees for the Companys Board of Directors. On February 13, 2008, the Board of Directors appointed the Purchaser Designees to replace the Resigning Directors.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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KELLWOOD COMPANY
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Date: February 13, 2008
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By:
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/s/ ROBERT C. SKINNER, JR.
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Title:
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Robert C. Skinner, Jr.
Chairman, President and Chief Executive Officer
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