Exhibit 6
For: Gerber Childrenswear, Inc.
Contact: Richard Solar
Senior Vice President and
Chief Financial Officer
(212) 268-5100
For Immediate Release
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Investors: Cara O'Brien/Priya Akhoury
Media: Laura Novak
Morgen-Walke Associates
(212) 850-5600
GERBER CHILDRENSWEAR, INC. AGREES TO BE ACQUIRED
BY KELLWOOD COMPANY
New York, New York, May 15, 2002 - Gerber Childrenswear, Inc. (NYSE: GCW)
announced today that it has entered into an agreement to be acquired by Kellwood
Company (NYSE: KWD) for a combination of cash and stock valued at $6.85 per
share of Gerber common stock. Under the terms of the merger agreement, Kellwood
will commence a tender offer to acquire all of Gerber's outstanding common
stock. Each Gerber share would be exchanged for at least $3.42 in cash and up to
$3.43 in newly issued Kellwood common shares, with the exact mix of cash and
stock consideration to be determined according to a specific formula set forth
in the merger agreement.
Headquartered in St. Louis, Missouri, Kellwood is a leading multidivisional
marketer of apparel and consumer soft goods. Kellwood specializes in branded as
well as private label products, and markets to all channels of distribution.
During its fiscal year ended January 31, 2002, the company recorded sales of
more than $2.2 billion.
The Gerber Childrenswear Board of Directors unanimously approved the acquisition
agreement after a Special Committee of its Board voted to recommend approval by
the full Board. The Special Committee, which was established to oversee
strategic alternatives, consists of three non-management directors. The Board of
Directors had also received a written fairness opinion from Wachovia Securities
that the agreement is fair from a financial point of view to the Company's
unaffiliated stockholders.
Edward Kittredge, Gerber's Chairman, Chief Executive Officer and President,
commented, "This transaction with Kellwood is the culmination of a nearly
two-year effort by Gerber's management team and Board of Directors (assisted by
its financial advisor, Wachovia Securities) to explore the full range of
strategic alternatives in order to enhance the Company's stockholder value.
"After a comprehensive analysis of all of the strategic and financial options
available to Gerber, including remaining an independent, publicly traded
company, it was clear to the Board of Directors and senior management that a
combination with Kellwood was the best alternative available. We believe that
this move will maximize the value of the Company and position the Company for
long-term success," said Mr. Kittredge.
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Kellwood expects to commence the offer to Gerber's stockholders within the next
10 days. The consummation of the offer will be subject to certain conditions,
including there having been validly tendered (and not withdrawn) at least 70% of
Gerber's Shares, expiration or termination of the Hart-Scott-Rodino waiting
period, and other customary conditions.
Citicorp Venture Capital, Ltd. and certain of its affiliates, who collectively
own approximately 61% of Gerber's total outstanding shares, have agreed to sell
all of their Gerber shares to Kellwood in the tender offer. Such shares include
849,255 shares of Gerber's voting stock and 11,396,046 shares of Gerber's
nonvoting stock (which are convertible into shares of voting stock on a
one-to-one basis).
"We believe that Kellwood's strong balance sheet, worldwide sourcing network,
extensive customer base and excellent merchandising capabilities will allow us
to grow Gerber to the next level," continued Mr. Kittredge, "and I am pleased
that Gerber's stockholders will have the opportunity to participate in the
significant value that may be generated through the combination of these two
companies."
Hal J. Upbin, Kellwood's Chairman, President and Chief Executive Officer,
remarked, "Gerber Childrenswear provides Kellwood with an excellent opportunity
to expand our product offerings into the infants and toddlers categories and,
through Auburn Hosiery, into the athletic socks market. The Gerber(R) name is
synonymous with happy babies, and we believe it will be a strong brand for
Kellwood's portfolio. In addition, Auburn will serve as Kellwood's first venture
in marketing apparel to the European Community."
As a result of the execution of the merger agreement, Gerber's Board of
Directors has voted to postpone the Company's Annual Stockholders' Meeting
scheduled for May 21, 2002. The Company intends to reschedule such meeting in
the event the Kellwood transaction is not consummated.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Gerber Childrenswear. At the time the expected offer is
commenced, Kellwood will file exchange offer materials with the U.S. Securities
and Exchange Commission and Gerber Childrenswear will file a
solicitation/recommendation statement with respect to the offer. The exchange
offer materials (including an offer to purchase, a related letter of transmittal
and other offer documents) and the solicitation/recommendation statement will
contain important information, which should be read carefully before any
decision is made with respect to the offer. The offer to purchase, the related
letter of transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, will be made available to all
stockholders of Gerber Childrenswear at no expense to them. The exchange offer
materials (including the offer to purchase, the related letter of transmittal
and all other documents filed with the SEC) and the solicitation/recommendation
statement will also be available for free at the SEC's website at www.sec.gov.
Gerber Childrenswear stockholders are urged to read the relevant exchange offer
documents and solicitation/recommendation statement when they become available
because they will contain important information that stockholders should
consider before making any decision regarding tendering their shares.
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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. Gerber's hosiery
subsidiaries, Auburn Hosiery Mills Inc. and Sports Socks Company (Ireland)
Limited (collectively referred to as "Auburn"), 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).
Statements in this press release that are not strictly historical are
"forward-looking" statements within the meaning of the safe harbor provisions of
the federal securities laws. Actual results may differ materially due to risks
and uncertainties that are described in Kellwood and Gerber's Form 10-K and
other filings with the SEC.
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