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: June 19, 2002
On June 18, 2002, Kellwood Company issued the following press release:
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KELLWOOD
N E W S R E L E A S E
KELLWOOD COMPANY (NYSE:KWD) AND
GERBER CHILDRENSWEAR, INC. (NYSE:GCW)
ANNOUNCE EXCHANGE RATIO FOR GERBER COMMON STOCK
ST. LOUIS, MO, June 18, 2002 - Kellwood Company (NYSE:KWD) and Gerber
Childrenswear, Inc. (NYSE:GCW) today announced the exchange ratio, or the number
of shares of Kellwood common stock to be exchanged for each share of Gerber
common stock tendered by Gerber stockholders, and the corresponding cash
consideration to be paid to tendering Gerber stockholders. In accordance with
the terms of the previously executed merger agreement, Gerber stockholders will
receive 0.11823 shares of Kellwood common stock and $3.42 for each share of
Gerber common stock validly tendered and not withdrawn.
If shares representing ninety percent or more of Gerber common stock
outstanding are accepted for payment by Kellwood, Kellwood plans to effect the
merger between Gerber and a wholly-owned subsidiary of Kellwood without a vote
of Gerber's stockholders as promptly as practicable thereafter, pursuant to the
previously executed merger agreement with Gerber. The exchange offer period is
scheduled to expire at 12:00 midnight Eastern time on Friday, June 21, 2002. If
Kellwood commences a subsequent offering period or extends the initial offering
period, it will issue a press release to that effect before 9 a.m. Eastern time,
on Monday, June 24, 2002.
The exchange offer is subject to certain conditions, as more fully
described in the merger agreement and the offer to purchase, including, without
limitation, that the registration statement relating to the exchange offer
becomes effective with the Securities and Exchange Commission.
Requests for assistance or for copies of the offer materials should be
directed to the information agent for the offer, Innisfree M&A Incorporated,
toll-free at 1-888-750-5834.
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.
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KELLWOOD
-More-
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.