Kellwood Co – ‘425’ on 6/24/02 re: Gerber Childrenswear Inc

On:  Monday, 6/24/02, at 5:21pm ET   ·   Accession #:  914760-2-116   ·   File #:  1-14189

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         2     12K 

425
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                                                         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 24, 2002

        On June 24, 2002, Kellwood Company issued the following press release:

[GRAPHIC OMITTED] 

KELLWOOD

N E W S    R E L E A S E  

 KELLWOOD COMPANY (NYSE:KWD)
 AND GERBER CHILDRENSWEAR, INC. (NYSE:GCW)
ANNOUNCE SUCCESSFUL COMPLETION OF EXCHANGE OFFER
 96% of Gerber's Shares Tendered

ST. LOUIS, MO, June 24, 2002 - Kellwood Company (NYSE:KWD) and Gerber           
Childrenswear, Inc. (NYSE:GCW) today announced the companies had successfully   
completed an exchange offer for all outstanding shares of Gerber common stock   
for a combination of Kellwood common stock and cash. The exchange offer expired 
at 12:00 midnight, New York City time, on June 21, 2002.                        

        American Stock Transfer & Trust Company, the depositary for the offer,
has advised Kellwood that 18,723,130 shares of Gerber common stock were tendered
and not withdrawn. In addition, 376,091 shares were guaranteed for delivery.    
Together, this represents approximately 96.4 percent of the total number of     
Gerber shares outstanding. All shares of Gerber common stock validly tendered   
and not properly withdrawn before the expiration of the offering period have    
been accepted for exchange and will be exchanged promptly. All shares           
represented by notices of guaranteed delivery, which were received by Kellwood  
before the expiration of the offering period, will be exchanged promptly after  
the shares are delivered.                                                       

       Kellwood will complete the acquisition of the remaining Gerber shares
by merging Gerber with and into Cradle, Inc., a wholly-owned subsidiary of      
Kellwood, as promptly as practicable. As a result of the merger, the remaining  
outstanding shares of Gerber common stock (except for shares held by Kellwood or
Cradle, Inc.) will be converted into the right to receive 0.11823 shares of     
Kellwood common stock and $3.42 cash.                                           

       Following the merger, Kellwood will send Gerber stockholders, who did
not tender their shares in the exchange offer, instructions as to how to        
exchange their shares of Gerber common stock into Kellwood common stock and cash
as merger consideration. Following the completion of the merger, Gerber will    
become a wholly-owned subsidiary of Kellwood.                                   

     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-

425
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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. 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. Shareholders of Gerber and other investors are urged to read the   
following documents in connection with the transaction described above: the     
Preliminary Prospectus/Offer to Purchase, exchange offer materials, registration
statement on Form S-4 which was declared effective on June 21, 2002 and Schedule
TO, containing or incorporating by reference such documents and other           
information, filed by Kellwood and the solicitation/recommendation statement on 
Schedule 14d-9, filed by Gerber. Such documents, as they have been amended,     
contain important information about Kellwood, Gerber, the transaction and       
related matters. 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.                    
 ###

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.                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		6/24/02		1					SC TO-T/A
		6/21/02		1		2			10-K/A,  8-K
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