Kellwood (NYSE: KWD) Announces Filing of Shelf Registration Statement
July 30 2004 - 7:09PM
PR Newswire (US)
Kellwood (NYSE: KWD) Announces Filing of Shelf Registration
Statement ST. LOUIS, July 30 /PRNewswire-FirstCall/ -- Kellwood
Company today announced that it has filed a registration statement
on Form S-3 with the Securities and Exchange Commission ("SEC") to
register the offering by the holders thereof on a delayed or
continuous basis pursuant to Rule 415 of the Securities Act of
1933, as amended (the "Securities Act"), of $200 million aggregate
original principal amount of 3.50% Convertible Senior Debentures
due 2034 and the underlying common stock potentially issuable upon
conversion of the debentures. The registration statement was filed
today pursuant to a registration rights agreement entered into in
June 2004 upon the private placement of the debentures under Rule
144A of the Securities Act. Kellwood will not receive any proceeds
from any resale by the selling securityholders of the debentures.
(Logo: http://www.newscom.com/cgi-bin/prnh/20011220/CGTH038LOGO )
Kellwood has irrevocably elected to satisfy in cash 100% of the
accreted principal amount of debentures converted. Kellwood may
still satisfy the remainder of its conversion obligation to the
extent it exceeds the accreted principal amount in cash or common
stock or a combination of cash and common stock. The Financial
Accounting Standards Board is currently considering proposed
changes to the accounting rules for contingently convertible
instruments. As a result of Kellwood's election, under the proposed
accounting rules being considered, Kellwood would only include the
amount of shares, in excess of the accreted principal to be paid in
cash, in the calculation of diluted earnings per share when the
common stock price exceeds the conversion price of $53.35
regardless of whether the conversion trigger price has been met.
The registration statement relating to these securities that has
been filed with the SEC has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective except in
transactions that are exempt from the registration requirements of
applicable securities law. This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. Copies of the
registration statement, including the prospectus and prospectus
supplement subject to completion contained therein, are available
on the SEC's web site at http://www.sec.gov/ and may also be
obtained free of charge by contacting Roger D. Joseph, VP Treasurer
& IR, 314-576-3437, Fax 314-576-3325, or , or W. Lee Capps III,
Executive VP Finance & CFO, 314-576-3486 Fax 314-576-3439 or ,
both of Kellwood Co.
http://www.newscom.com/cgi-bin/prnh/20011220/CGTH038LOGO
http://photoarchive.ap.org/ DATASOURCE: Kellwood Company CONTACT:
Corina Taylor, Director Corporate Communications, Kellwood Company,
+1-314-576-3391 or Web site: http://www.kellwood.com/
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