Kellwood (NYSE: KWD) Announces Pricing of Convertible Debentures Offering
June 16 2004 - 8:31PM
PR Newswire (US)
Kellwood (NYSE: KWD) Announces Pricing of Convertible Debentures
Offering ST. LOUIS, June 16 /PRNewswire-FirstCall/ -- Kellwood
Company today announced the pricing of its offering of $180.0
million original principal amount of 3.50% Convertible Senior
Debentures due 2034 in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. The offering is expected to close on June 22,
2004, subject to customary closing conditions. In addition,
Kellwood has granted the initial purchasers an option to purchase
up to an additional $20.0 million original principal amount of the
debentures. Kellwood intends to use the proceeds of the offering
for general corporate purposes, including acquisitions, and to pay
$4.7 million under its 6.90% private placement notes due September
1, 2005. (Logo:
http://www.newscom.com/cgi-bin/prnh/20011220/CGTH038LOGO ) The
debentures will bear regular interest at 3.50% per annum until June
15, 2011. After June 15, 2011, no regular interest will be paid.
Instead, on the maturity date, a holder will receive the accreted
principal amount of a debenture, which will be equal to the
original principal amount of $1,000 per debenture increased at a
fixed yield to maturity, beginning on June 15, 2011 of 3.50% per
annum, or $2,221.18 at maturity. The debentures will be convertible
into shares of Kellwood's common stock at an initial conversion
rate of 18.7434 shares per $1,000 original principal amount of
Debentures (which is equivalent to an initial conversion price of
approximately $53.35 per share) during any fiscal quarter
commencing after July 31, 2004 if the last reported sale prices of
the common stock over a certain trading period are greater than or
equal to 131.3% of the conversion price or $70.05 per share and
under certain other circumstances. Upon conversion, Kellwood has
the right to deliver, in lieu of common stock, cash or a
combination of cash and common stock. Kellwood may redeem the
debentures beginning on June 20, 2011. On June 15, 2011, June 15,
2014, June 15, 2019, June 15, 2024 and June 15, 2029, or upon the
occurrence of certain fundamental changes, the holders of the
debentures may require Kellwood to repurchase the debentures. The
debentures being offered and the common stock issuable upon
conversion of the debentures have not been registered under the
Securities Act of 1933, as amended, or any state securities laws,
and may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the
registration requirements of the Securities Act of 1933, as
amended, and applicable state securities laws. This press release
shall not constitute an offer to sell or a solicitation of an offer
to buy, nor shall it constitute an offer, solicitation or sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. This press release
is being issued pursuant to and in accordance with Rule 135c under
the Securities Act of 1933, as amended.
http://www.newscom.com/cgi-bin/prnh/20011220/CGTH038LOGO
http://photoarchive.ap.org/ DATASOURCE: Kellwood Company CONTACT:
Roger D. Joseph, VP Treasurer & IR, +1-314-576-3437, or Fax,
+1-314-576-3325, , or W. Lee Capps III, Executive VP Finance &
CFO, +1-314-576-3486, or Fax +1-314-576-3439, , both of Kellwood
Co. Web site: http://www.kellwood.com/
Copyright