Kellwood (NYSE:KWD)
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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
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DATASOURCE: Kellwood Company
CONTACT: Corina Taylor, Director Corporate Communications, Kellwood
Company, +1-314-576-3391 or
Web site: http://www.kellwood.com/