SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
----------------------------
GERBER CHILDRENSWEAR, INC.
(Name of Subject Company (issuer))
CRADLE, INC.,
a wholly-owned subsidiary of Kellwood Company
and
KELLWOOD COMPANY
(Name of Filing Persons (offeror))
Common Stock, Par Value $0.01 Per Share
Class B Common Stock, Par Value $0.01 Per Share
(Title of Classes of Securities)
373701101
(Common Stock)
(CUSIP Number of Class of Securities)
Hal J. Upbin
Chairman, President & CEO
Kellwood Company
600 Kellwood Parkway
St. Louis, MO 63017
(314) 576-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Thomas H. Pollihan Frederick W. Axley, P.C.
Senior Vice President, Secretary and McDermott, Will & Emery
General Counsel 227 West Monroe Street, Suite 4700
Kellwood Company Chicago, Illinois 60606
600 Kellwood Parkway (312) 372-2000
St. Louis, MO 63017
(314) 576-3100
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
this statement relates:
[x] third party tender offer [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ X ]
This Amendment No. 2 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Schedule TO") filed initially with the
Securities and Exchange Commission on May 24, 2002 and amended by Amendment No.
1 thereto filed on June 20, 2002, by Cradle, Inc. ("Cradle"), a Delaware
corporation, and Kellwood Company, a Delaware corporation ("Kellwood"), of which
Cradle is a wholly owned subsidiary, relating to the third party tender offer by
Cradle to purchase all of the issued and outstanding shares of (i) Common Stock,
par value $0.01 per share, of Gerber Childrenswear, Inc., a Delaware corporation
("Gerber") and (ii) Class B Common Stock, par value $0.01 per share, of Gerber,
for consideration consisting of a combination of Kellwood common stock, par
value $.01 per share, and cash with a value of $6.85 per share, comprised of at
least $3.42 in cash, net without interest, and up to $3.43 in value of shares of
Kellwood Common Stock (together with the associated preferred stock purchase
rights), upon the terms and subject to the conditions set forth in the
Preliminary Prospectus dated May 23, 2002, as amended on June 20, 2002 (the
"Preliminary Prospectus") and in the related Letter of Transmittal which are
Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO.
The information set forth in the Prospectus and the related Letter of
Transmittal is incorporated herein by reference in response to Items 1 - 11 of
this Schedule TO.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented to add to
the end thereof the following:
On Monday, June 24, 2002, Kellwood issued a press release filed as
Exhibit (a)(5)(vii) hereto announcing the expiration of the Offer. The Offer
expired at midnight, New York City time, on Friday, June 21, 2002. All shares
validly tendered (and not withdrawn) prior to the expiration of the Offer have
been accepted for payment and will be exchanged promptly for 0.11823 shares of
Kellwood Common Stock and $3.42 in cash per share of Gerber Common Stock and
Class B Common Stock. Approximately 18,723,130 shares were tendered and not
withdrawn. In addition, 376,091 shares were tendered pursuant to notices of
guaranteed delivery. Together, this represents approximately 96.4 percent of the
total number of Gerber shares outstanding. The information in the above
referenced press release is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended to add the following exhibit:
(a)(5)(vii) Press release issued by Kellwood on June 24, 2002.
SIGNATURE
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.
KELLWOOD COMPANY
By: /s/ Thomas H. Pollihan
---------------------------------------
Thomas H. Pollihan
Senior Vice President, Secretary and
General Counsel
CRADLE, INC.
By: /s/ Thomas H. Pollihan
---------------------------------------
Thomas H. Pollihan
Vice President, Secretary and
General Counsel
Dated: June 24, 2002.