KWD Kellwood

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 7
to
SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

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KELLWOOD COMPANY
(Name of Subject Company)

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CARDINAL INTEGRATED, LLC
SCSF Equities, LLC
(Names of Filing Persons—Offeror)

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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

488044108
(CUSIP Number of Class of Securities)

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Jason G. Bernzweig
SCSF Equities, LLC
5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486
(561) 394-0550
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:
Stephen Fraidin
Thomas W. Christopher
Kirkland & Ellis LLP
Citigroup Center
153 E. 53rd Street
New York, New York 10022
(212) 446-4800

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$529,764,186		$20,819.74

*

Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $21.00 , t he per share tender offer price, by 25,226,866, which represents (i) 25,825,866 outstanding shares of Common Stock as of November 3, 2007 (according to the Subject Company's Quarterly Report on Form 10-Q for the period ended November 3, 2007), minus (ii) 2,562,000 shares of Common Stock beneficially owned by the filing persons as of the date hereof, and plus (iii) 1,963,000 shares of Common Stock subject to outstanding options as of November 3, 2007 (according to the Subject Company's Quarterly Report on Form 10-Q for the period ended November 3, 2007).

**

Calculated as 0.00393% of the transaction value. The amount of filing fee was calculated in accordance with Section 14(g)(3) of and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

o

Check the appropriate boxes to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

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amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   o

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Items 1 through 9, and Item 11

        This Amendment No. 7 to the Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on January 15, 2008, as amended by Amendment No. 1 filed on January 15, 2008, Amendment No. 2 filed on January 28, 2008, Amendment No. 3 filed on February 6, 2008, Amendment No. 4 filed on February 8, 2008, Amendment No. 5 filed on February 11, 2008 and Amendment No. 6 filed on February 12, 2008 (as so amended, the "Schedule TO") by Cardinal Integrated, LLC, a Delaware limited liability company ("Purchaser"), and SCSF Equities, LLC, a Delaware limited liability company. This Schedule TO relates to the offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Kellwood Company, a Delaware corporation (the "Company"), and the associated Series A Junior Preferred Stock purchase rights (the "Rights," and together with the Common Stock, the "Shares") issued pursuant to the Amended and Restated Rights Agreement, dated as of April 19, 2007, between the Company and American Stock Transfer and Trust Company, as Rights Agent, for $21.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 15, 2008 (the "Offer to Purchase"), and in the related Letter of Transmittal. The information set forth in the Offer to Purchase and the related Letter of Transmittal, in each case as amended, is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

        Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

        All capitalized terms used in this Amendment No. 7 without definition have the meanings ascribed to them in the Schedule TO.

Item 10.    Financial Statements of Certain Bidders. Not applicable.

Item 11.    Additional Information

        Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

        "The Offer expired at 12:00 midnight, New York City time, on February 12, 2008. Based on information provided by Citibank, N.A., the depositary for the Offer, as of 12:00 midnight, New York City time, on February 12, 2008, approximately 15.8 million Shares were tendered pursuant to the Offer and not withdrawn, representing approximately 70.5% of the outstanding Shares. When added to the 2,562,000 Shares owned by Purchaser and its affiliates, this represents approximately 81.9% of the outstanding Shares. Additional Shares were tendered subject to guaranteed delivery. Purchaser has accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.

        On February 13, 2008, Sun Capital Securities Group, LLC, an affiliate of Purchaser, issued a press release announcing the expiration and results of the Offer and that Purchaser has commenced a subsequent offering period for all remaining untendered Shares. The subsequent offering period will expire at 12:00 midnight, New York City Time, on Friday, February 15, 2008. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same $21.00 per Share, net to the seller in cash without interest, paid during the initial offering period of the Offer. Purchaser will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. Shares tendered during the subsequent offering period may not be withdrawn. The full text of the press release issued by Sun Capital Securities Group, LLC is attached hereto as Exhibit (a)(18) and is incorporated herein by reference."

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Item 12.    Material to Be Filed as Exhibits.

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*

Previously filed.

Item 13.    Information Required by Schedule 13E-3. Not applicable.

3

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        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.

Dated: February 13, 2008

		CARDINAL INTEGRATED, LLC
		By:	/s/   JASON G. BERNZWEIG        Name: Jason G. Bernzweig Title: Vice President

        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.

Dated: February 13, 2008

		SCSF EQUITIES, LLC
		By:	/s/   JASON G. BERNZWEIG        Name: Jason G. Bernzweig Title: Vice President

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EXHIBIT INDEX

Exhibit No.
(a)(1)		Offer to Purchase dated January 15, 2008.*
(a)(2)		Form of Letter of Transmittal.*
(a)(3)		Form of Notice of Guaranteed Delivery.*
(a)(4)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)		Form of Letter to Clients.*
(a)(6)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7)		Summary Advertisement as published in The Wall Street Journal on January 15, 2008.*
(a)(8)		Press Release issued by Sun Capital Securities Group, LLC on January 15, 2008.*
(a)(9)		Equity Commitment Letter from Sun Capital Partners V, L.P. to Purchaser dated January 15, 2008.*
(a)(10)		Kellwood Fact Sheet dated January 15, 2008.*
(a)(11)		Investor Presentation dated January 15, 2008.*
(a)(12)		Transcript of Conference Call held by Purchaser on January 15, 2008.*
(a)(13)		Press Release issued by Sun Capital Securities Group, LLC on January 28, 2008.*
(a)(14)		Press Release issued by Sun Capital Securities Group, LLC on February 6, 2008.*
(a)(15)		Press Release issued by Sun Capital Securities Group, LLC on February 8, 2008.*
(a)(16)		Press Release issued by Sun Capital Securities Group, LLC on February 11, 2008.*
(a)(17)		Press Release issued by Sun Capital Securities Group, LLC on February 12, 2008.*
(a)(18)		Press Release issued by Sun Capital Securities Group, LLC on February 13, 2008.
(b)		None.
(d)(1)		Agreement and Plan of Merger, dated as of February 10, 2008, by and among Cardinal Integrated, LLC, Cardinal Group Integrated, Inc. and Kellwood Company.*
(g)		None.
(h)		None.

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*

Previously filed.

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Items 1 through 9, and Item 11
Item 10. Financial Statements of Certain Bidders. Not applicable.
Item 11. Additional Information
Item 12. Material to Be Filed as Exhibits.
Item 13. Information Required by Schedule 13E-3. Not applicable.

EXHIBIT INDEX