-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WWme/lVKTkRCmupQiTkGIJGQGNjAjG8JZYLNZNZ16RAg9UoBksKBoyiPkYNRt1vg rnL6FM7YNAURDKvx7sFxhg== 0001047469-08-001473.txt : 20080219 0001047469-08-001473.hdr.sgml : 20080218 20080219160018 ACCESSION NUMBER: 0001047469-08-001473 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 GROUP MEMBERS: CARDINAL INTEGRATED, LLC GROUP MEMBERS: SUN CAPITAL PARTNERS V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLWOOD CO CENTRAL INDEX KEY: 0000055080 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 362472410 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34234 FILM NUMBER: 08626575 BUSINESS ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: ATTN: LEGAL DEPT. CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145763100 MAIL ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: ATTN: LEGAL DEPT. CITY: CHESTERFIELD STATE: MO ZIP: 63017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLWOOD CO CENTRAL INDEX KEY: 0000055080 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 362472410 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34234 FILM NUMBER: 08626576 BUSINESS ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: ATTN: LEGAL DEPT. CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145763100 MAIL ADDRESS: STREET 1: 600 KELLWOOD PKWY STREET 2: ATTN: LEGAL DEPT. CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 IRS NUMBER: 202978626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 SC TO-T/A 1 a2182106zscto-ta.htm SC TO-T/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 9
to
SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

KELLWOOD COMPANY
(Name of Subject Company)

CARDINAL INTEGRATED, LLC
SCSF Equities, LLC
Sun Capital Partners V, L.P.
(Names of Filing Persons—Offeror)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

488044108
(CUSIP Number of Class of Securities)

Jason G. Bernzweig
SCSF Equities, LLC
5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486
(561) 394-0550
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:
Stephen Fraidin
Thomas W. Christopher
Kirkland & Ellis LLP
Citigroup Center
153 E. 53rd Street
New York, New York 10022
(212) 446-4800

CALCULATION OF FILING FEE

Transaction Valuation*
   Amount of Filing Fee**
$529,764,186   $20,819.74
*
Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $21.00, the per share tender offer price, by 25,226,866, which represents (i) 25,825,866 outstanding shares of Common Stock as of November 3, 2007 (according to the Subject Company's Quarterly Report on Form 10-Q for the period ended November 3, 2007), minus (ii) 2,562,000 shares of Common Stock beneficially owned by the filing persons as of the date hereof, and plus (iii) 1,963,000 shares of Common Stock subject to outstanding options as of November 3, 2007 (according to the Subject Company's Quarterly Report on Form 10-Q for the period ended November 3, 2007).

**
Calculated as 0.00393% of the transaction value. The amount of filing fee was calculated in accordance with Section 14(g)(3) of and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended.

ý
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $20,820   Filing Party:   SCSF Equities, LLC
Form or Registration No.:   SC TO   Date Filed:   January 15, 2008
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

o
Check the appropriate boxes to designate any transactions to which the statement relates:

ý
third-party tender offer subject to Rule 14d-1.

o
issuer tender offer subject to Rule 13e-4.

o
going-private transaction subject to Rule 13e-3.

ý
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ý



Items 1 through 9, and Item 11

        This Amendment No. 9 to the Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on January 15, 2008, as amended by Amendment No. 1 filed on January 15, 2008, Amendment No. 2 filed on January 28, 2008, Amendment No. 3 filed on February 6, 2008, Amendment No. 4 filed on February 8, 2008, Amendment No. 5 filed on February 11, 2008, Amendment No. 6 filed on February 12, 2008, Amendment No. 7 filed on February 13, 2008 and Amendment No. 8 filed on February 14, 2008 (as so amended, the "Schedule TO") by Cardinal Integrated, LLC, a Delaware limited liability company ("Purchaser"), SCSF Equities, LLC, a Delaware limited liability company, and Sun Capital Partners V, L.P., a Cayman Islands exempt limited partnership. This Schedule TO relates to the offer by Purchaser to purchase, on behalf of itself. SCSF Equities, LLC and Sun Capital Partners V, L.P., all the issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Kellwood Company, a Delaware corporation (the "Company"), and the associated Series A Junior Preferred Stock purchase rights (the "Rights," and together with the Common Stock, the "Shares") issued pursuant to the Amended and Restated Rights Agreement, dated as of April 19, 2007, between the Company and American Stock Transfer and Trust Company, as Rights Agent, for $21.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 15, 2008 (the "Offer to Purchase"), and in the related Letter of Transmittal. The information set forth in the Offer to Purchase and the related Letter of Transmittal, in each case as amended, is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

        All capitalized terms used in this Amendment No. 9 without definition have the meanings ascribed to them in the Schedule TO.


Item 10.    Financial Statements of Certain Bidders. Not applicable.

Item 11.    Additional Information

        Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

        "The subsequent offering period expired at 12:00 midnight, New York City time, on February 15, 2008. Based on information provided by Citibank, N.A., the depositary for the Offer, approximately 2.5 million Shares were tendered during the subsequent offering period which, when added to the Shares tendered during the initial offering period and the 2,562,000 Shares owned by Purchaser and its affiliates, represent approximately 93.7% of the outstanding Shares. Purchaser has accepted for payment all Shares validly tendered and not properly withdrawn in the Offer and payment for such Shares will be made promptly in accordance with the terms of the Offer.

        Purchaser expects to complete the acquisition of Kellwood as soon as practicable by merging a wholly-owned subsidiary with and into Kellwood, with Kellwood continuing as the surviving corporation and a wholly-owned subsidiary of Purchaser. Each Share not previously purchased in the Offer or otherwise owned by Purchaser or one of its affiliates will be converted, subject to appraisal rights, into the right to receive $21.00 per share in cash, without interest.

        On February 19, 2008, Sun Capital Securities Group, LLC, an affiliate of Purchaser, issued a press release announcing the results of the subsequent offering period. The full text of the press release issued by Sun Capital Securities Group, LLC is attached hereto as Exhibit (a)(19) and is incorporated herein by reference."

2


Item 12.    Material to Be Filed as Exhibits.

    (a)(1)   Offer to Purchase dated January 15, 2008.*
    (a)(2)   Form of Letter of Transmittal.*
    (a)(3)   Form of Notice of Guaranteed Delivery.*
    (a)(4)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
    (a)(5)   Form of Letter to Clients.*
    (a)(6)   Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
    (a)(7)   Summary Advertisement as published in The Wall Street Journal on January 15, 2008.*
    (a)(8)   Press Release issued by Sun Capital Securities Group, LLC on January 15, 2008.*
    (a)(9)   Equity Commitment Letter from Sun Capital Partners V, L.P. to Purchaser dated January 15, 2008.*
    (a)(10)   Kellwood Fact Sheet dated January 15, 2008.*
    (a)(11)   Investor Presentation dated January 15, 2008.*
    (a)(12)   Transcript of Conference Call held by Purchaser on January 15, 2008.*
    (a)(13)   Press Release issued by Sun Capital Securities Group, LLC on January 28, 2008.*
    (a)(14)   Press Release issued by Sun Capital Securities Group, LLC on February 6, 2008.*
    (a)(15)   Press Release issued by Sun Capital Securities Group, LLC on February 8, 2008.*
    (a)(16)   Press Release issued by Sun Capital Securities Group, LLC on February 11, 2008.*
    (a)(17)   Press Release issued by Sun Capital Securities Group, LLC on February 12, 2008.*
    (a)(18)   Press Release issued by Sun Capital Securities Group, LLC on February 13, 2008.*
    (a)(19)   Press Release issued by Sun Capital Securities Group, LLC on February 19, 2008.
    (b)   None.
    (d)(1)   Agreement and Plan of Merger, dated as of February 10, 2008, by and among Cardinal Integrated, LLC, Cardinal Group Integrated, Inc. and Kellwood Company.*
    (g)   None.
    (h)   None.
*
Previously filed.


Item 13.    Information Required by Schedule 13E-3. Not applicable.

3

        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.

Dated: February 19, 2008

    CARDINAL INTEGRATED, LLC

 
 
By:
/s/  JASON G. BERNZWEIG      
Name: Jason G. Bernzweig
Title: Vice President

        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.

Dated: February 19, 2008

    SCSF EQUITIES, LLC

 
 
By:
/s/  JASON G. BERNZWEIG      
Name: Jason G. Bernzweig
Title: Vice President

4


EXHIBIT INDEX

Exhibit No.
    
(a)(1)   Offer to Purchase dated January 15, 2008.*

(a)(2)
 
Form of Letter of Transmittal.*

(a)(3)
 
Form of Notice of Guaranteed Delivery.*

(a)(4)
 
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(5)
 
Form of Letter to Clients.*

(a)(6)
 
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(7)
 
Summary Advertisement as published in The Wall Street Journal on January 15, 2008.*

(a)(8)
 
Press Release issued by Sun Capital Securities Group, LLC on January 15, 2008.*

(a)(9)
 
Equity Commitment Letter from Sun Capital Partners V, L.P. to Purchaser dated January 15, 2008.*

(a)(10)
 
Kellwood Fact Sheet dated January 15, 2008.*

(a)(11)
 
Investor Presentation dated January 15, 2008.*

(a)(12)
 
Transcript of Conference Call held by Purchaser on January 15, 2008.*

(a)(13)
 
Press Release issued by Sun Capital Securities Group, LLC on January 28, 2008.*

(a)(14)
 
Press Release issued by Sun Capital Securities Group, LLC on February 6, 2008.*

(a)(15)
 
Press Release issued by Sun Capital Securities Group, LLC on February 8, 2008.*

(a)(16)
 
Press Release issued by Sun Capital Securities Group, LLC on February 11, 2008.*

(a)(17)
 
Press Release issued by Sun Capital Securities Group, LLC on February 12, 2008.*

(a)(18)
 
Press Release issued by Sun Capital Securities Group, LLC on February 13, 2008.*

(a)(19)
 
Press Release issued by Sun Capital Securities Group, LLC on February 19, 2008.

(b)
 
None.

(d)(1)
 
Agreement and Plan of Merger, dated as of February 10, 2008, by and among Cardinal Integrated, LLC, Cardinal Group Integrated, Inc. and Kellwood Company.*

(g)
 
None.

(h)
 
None.
*
Previously filed.



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EXHIBIT INDEX
 EX-99.(A)19 2 a2182845zex-99_a19.htm EXHIBIT 99(A)19
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Exhibit 99(a)(19)

FOR IMMEDIATE RELEASE


SUN CAPITAL ANNOUNCES COMPLETION OF TENDER OFFER
FOR KELLWOOD SHARES

        New York, February 19, 2008—Sun Capital Securities Group, LLC today announced the completion of the cash tender offer by its wholly-owned subsidiary, Cardinal Integrated, LLC, to purchase all outstanding shares of Kellwood Company (NYSE: KWD). As of 12:00 midnight New York City time, on Friday, February 15, 2008, the expiration time of the subsequent offering period for the offer, approximately 2.5 million Kellwood shares had been validly tendered in the subsequent offering period. These shares, combined with shares tendered during the initial offering period and Sun Capital's existing 11.4% stake, represent approximately 93.7% of the outstanding shares of Kellwood. All shares validly tendered and not properly withdrawn in the offer have been accepted for payment by Cardinal Integrated, and Cardinal Integrated expects to promptly pay for all such shares.

        As the final step of the acquisition process, a subsidiary of Cardinal Integrated will be merged with and into Kellwood and each share not previously purchased in the tender offer or otherwise owned by Cardinal Integrated or one of its affiliates will be converted, subject to appraisal rights, into the right to receive $21.00 per share in cash. Consummation of the merger is expected to occur as soon as practicable. Following the merger, Kellwood will become a wholly-owned subsidiary of Cardinal Integrated, and Kellwood's common stock will be delisted from, and will cease to trade on, the New York Stock Exchange.

About Sun Capital

        Sun Capital Partners, Inc. is a leading private investment firm focused on leveraged buyouts, equity, debt, and other investments in market-leading companies that can benefit from its in-house operating professionals and experience. Sun Capital affiliates have invested in and managed more than 180 companies worldwide with combined sales in excess of $35.0 billion since Sun Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los Angeles, and New York, and affiliates with offices in London, Tokyo, and Shenzhen.

#      #      #

Contact:
Media:
Sard Verbinnen & Co
Jim Barron / Maggie Pisacane /
Nathaniel Garnick
(212) 687-8080		  
Stockholders:
D.F. King & Co., Inc.
Richard Grubaugh /
Edward McCarthy
(212) 269-5550



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SUN CAPITAL ANNOUNCES COMPLETION OF TENDER OFFER FOR KELLWOOD SHARES
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