Filer: Kellwood Company
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12(b) and Rule 14d-2(b) under
Securities Exchange Act of 1934
Subject Company: Gerber Childrenswear, Inc.
Commission File No. 1-5256
Date: May 31, 2002
On May 31, 2002, Kellwood Company issued the following press release:
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KELLWOOD
NEWS RELEASE
KELLWOOD COMPANY (NYSE:KWD) AND
GERBER CHILDRENSWEAR, INC. (NYSE:GCW)
GRANTED EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD
ST. LOUIS, MO, May 31, 2002 - Kellwood Company and Gerber Childrenswear, Inc.
announced that the Department of Justice and the Federal Trade Commission have
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in relation to the previously
announced agreement for Kellwood to acquire Gerber.
The termination of this waiting period satisfies one of the conditions
for Kellwood's acquisition of Gerber. The Irish Department of Enterprise, Trade
and Employment, Competition Policy Section has also decided not to delay the
acquisition by Kellwood of Gerber's Irish subsidiary Sport Socks Co. (Ireland)
Limited.
Kellwood announced that it had commenced an exchange offer, though its
wholly-owned subsidiary, Cradle, Inc., on May 24, 2002, for any and all
outstanding shares of Gerber common stock for both cash and common stock of
Kellwood. Under the terms of the exchange offer, Kellwood is offering to acquire
all outstanding shares of common stock of Gerber for at least $3.42 in cash and
a fraction of a share of common stock of Kellwood, together having a value based
on the formula described in the offering documents of $6.85 for each share of
Gerber common stock. The exact ratio of cash and stock will not become fixed
until June 18, 2002. In addition, the exchange offer is subject to certain
conditions, as more fully described in the offering documents. The exchange
offer is scheduled to expire at 12:00 midnight New York City Time on Friday,
June 21, 2002, unless extended.
Celebrating 40 years of value, fashion and diversity, Kellwood is a
$2.1 billion marketer of apparel and consumer soft goods. Kellwood specializes
in branded as well as private label products, and markets to all channels of
distribution with product specific to a particular channel. Kellwood brands
include Sag Harbor(R), Koret(R), Jax(R), David Dart(R), Democracy(R), David
Meister(TM), Dorby(TM), My Michelle(R), Vintage Blue(TM), EMME(R), Bill
Burns(R), David Brooks(R), Kelty(R), and Sierra Designs(R). EMME(R) and Bill
Burns(R) are produced under licensing agreements. For more information about
Kellwood, visit Kellwood's website at www.kellwood.com.
-More-
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KELLWOOD
Add One
Gerber Childrenswear, Inc. is a leading marketer of infant and toddler apparel
and related products, which it offers under its flagship licensed brand,
Gerber(R), as well as the Baby Looney Tunes(TM), Curity(R), and Little Suzy's
Zoo(R) licensed brand names and the Onesies(R) trademark. The Company is the
leading provider of these products to volume retailers, and also distributes to
mid-tier department stores and specialty retailers. Its hosiery subsidiaries,
Auburn Hosiery Mills Inc. and Sports Socks Company (Ireland) Limited,
manufacture, market and sell branded sport socks for men, women, and children
under licensed brand names such as Wilson(R), Coca-Cola(R) and Converse(R). For
more information about the products of Gerber Childrenswear, visit Gerber
Childrenswear's website at www.gerberchildrenswear.com.
This release is being filed pursuant to Rule 425 under the Securities
Act of 1933. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Gerber. Gerber stockholders are urged
to read the relevant exchange offer documents because they contain important
information that stockholders should consider before making any decision
regarding tendering their shares. Kellwood has filed exchange offer materials
with the Securities and Exchange Commission and Gerber has filed a
solicitation/recommendation statement with respect to the offer. The exchange
offer materials (including a Preliminary Prospectus/Offer to Purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement contain important information, which
should be read carefully before any decision is made with respect to the offer.
The Preliminary Prospectus/Offer to Purchase, the related letter of transmittal
and certain other offer documents, as well as the solicitation/recommendation
statement, are available to all stockholders of Gerber at no expense to them by
contacting the information agent, Innisfree M&A Incorporated, 501 Madison
Avenue, 20th Floor, New York, New York 10022, at 1-888-750-5834. The exchange
offer materials (including the Preliminary Prospectus/Offer to Purchase, the
related letter of transmittal and all other documents filed with the SEC) and
the solicitation/recommendation statement are also available for free at the
SEC's website at www.sec.gov.
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FINANCIAL CONTACT: Roger D. Joseph, VP Treasurer & IR, Kellwood Company,
314.576.3437, Fax 314.576.3325 or roger_joseph@kellwood.com. W. Lee Capps III,
Senior Vice President Finance & CFO, Kellwood Company, 314.576.3486, Fax
314.576.3439 or wlc@kellwood.com. Corporate Office: 600 Kellwood Parkway,
Chesterfield, Missouri 63017.
MEDIA CONTACT: Donna Weaver, VP Corporate Communications, Kellwood Company,
212.575.7467, Fax 212.575.5339 or donna.weaver@kellwood.com. Executive Office:
120 West 45th Street, 27th Floor, New York, New York, 10036.