<SEC-DOCUMENT>0001181431-13-060204.txt : 20131121
<SEC-HEADER>0001181431-13-060204.hdr.sgml : 20131121
<ACCEPTANCE-DATETIME>20131121194721
ACCESSION NUMBER:		0001181431-13-060204
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20131121
FILED AS OF DATE:		20131121
DATE AS OF CHANGE:		20131121

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Apparel Holding Corp.
		CENTRAL INDEX KEY:			0001579157
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-APPAREL & ACCESSORY STORES [5600]
		IRS NUMBER:				753264870
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0202

	BUSINESS ADDRESS:	
		STREET 1:		600 KELLWOOD PARKWAY
		CITY:			CHESTERFIELD
		STATE:			MO
		ZIP:			63107
		BUSINESS PHONE:		(314) 576-3100

	MAIL ADDRESS:	
		STREET 1:		600 KELLWOOD PARKWAY
		CITY:			CHESTERFIELD
		STATE:			MO
		ZIP:			63107

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Kellwood Holding Corp.
		DATE OF NAME CHANGE:	20130612

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			KROUSE RODGER R
		CENTRAL INDEX KEY:			0001193057

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36212
		FILM NUMBER:		131236545

	MAIL ADDRESS:	
		STREET 1:		5200 TOWN CENTER CIRCLE, SUITE 600
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33486

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			LEDER MARC J
		CENTRAL INDEX KEY:			0001193052

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36212
		FILM NUMBER:		131236546

	MAIL ADDRESS:	
		STREET 1:		5200 TOWN CENTER CIRCLE, SUITE 600
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33486
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>rrd395840.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2013-11-21</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001579157</issuerCik>
        <issuerName>Apparel Holding Corp.</issuerName>
        <issuerTradingSymbol>VNCE</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001193052</rptOwnerCik>
            <rptOwnerName>LEDER MARC J</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SUN CAPITAL PARTNERS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>5200 TOWN CIRCLE CENTER, SUITE 600</rptOwnerStreet2>
            <rptOwnerCity>BOCA RATON</rptOwnerCity>
            <rptOwnerState>FL</rptOwnerState>
            <rptOwnerZipCode>33486</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001193057</rptOwnerCik>
            <rptOwnerName>KROUSE RODGER R</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SUN CAPITAL PARTNERS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>5200 TOWN CIRCLE CENTER, SUITE 600</rptOwnerStreet2>
            <rptOwnerCity>BOCA RATON</rptOwnerCity>
            <rptOwnerState>FL</rptOwnerState>
            <rptOwnerZipCode>33486</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Voting Common Stock, par value $0.001</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>918924.91</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnotes</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Pursaunt to the Amended and Restated Certificate of Incorporation of Apparel Holding Corp. (to be renamed Vince Holding Corp., the &quot;Company&quot;) to be filed immediately prior to the consummation of the Company's initial public offering, each share of voting common stock, par value $0.001 per share, will be converted into 28.5177 shares of common stock, par value $0.01 per share.</footnote>
        <footnote id="F2">Represents 689,193.18 shares of voting common stock owned of record by Sun Cardinal, LLC (&quot;Sun Cardinal&quot;) and 229,731.73 shares of voting common stock owned of record by SCSF Cardinal, LLC (&quot;SCSF Cardinal&quot;).</footnote>
        <footnote id="F3">Sun Captial Partners V, L.P. (&quot;SCP V&quot;), owns all of the ownership interests in Sun Cardinal.  Through a revocable trust, each of Marc J. Leder (&quot;Leder&quot;) and Rodger R. Krouse (&quot;Krouse&quot;)  owns fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, Messrs. Leder and Krouse (collectively, the &quot;Indirect Sun Owners&quot;) may be deemed to have indirect beneficial ownership of the securities owned of record by Sun Cardinal.  Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.</footnote>
        <footnote id="F4">SCSF Cardinal is jointly owned by Sun Capital Securities Offshore Fund, Ltd. (&quot;SCSF Offshore&quot;) and Sun Capital Securities Fund, L.P. (&quot;SCSF LP&quot;). Each of Leder and Krouse also controls, through his revocable trust, 50% of the membership interest in Sun Cardinal Securities, LLC (&quot;SCSF LLC&quot;), which in turn is the general parter of Sun Capital Securities Advisors, L.P. (&quot;SCSF Advisors&quot;), which is in turn the general partner of SCSF LP. As a result, Messrs. Leder and Krouse (collectively, the &quot;Indirect Sun Owners&quot;) may be deemed to have indirect beneficial ownership of the securities owned of record by SCSFCardinal.  Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.</footnote>
    </footnotes>

    <remarks>Exhibit List
	Exhibit 24.1 - Power of Attorney - Mark J. Leder
	Exhibit 24.2 - Power of Attorney - Rodger R. Krouse</remarks>

    <ownerSignature>
        <signatureName>/s/  Marc J. Leder</signatureName>
        <signatureDate>2013-11-21</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/  Rodger R. Krouse</signatureName>
        <signatureDate>2013-11-21</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>rrd356176_403501.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd356176_403501.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                                November 21, 2013

                                POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of C. Deryl Couch and Todd Buchman, signing singly, the
undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf
of the undersigned, in the undersigned's capacity as an officer and/or director
and/or owner of greater than 10% of the outstanding Common Stock of Apparel
Holding Corp., a Delaware corporation (to be renamed Vince Holding Corp., the
"Company"), Forms 3, 4 and 5 (including any amendments, supplements or exhibits
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; (ii) do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5 (including any amendments, supplements or exhibits
thereto) and timely file such forms with the United States Securities and
Exchange Commission and any stock exchange or similar authority, including the
New York Stock Exchange; and (iii) take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 16
of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

                  [Remainder of page intentionally left blank.]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of date first written above.

                                        /s/ Marc J. Leder
                                        ----------------------------------------
                                        Print Name: Marc J. Leder

                  Section 16 Power of Attorney Signature Page
</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>rrd356176_403502.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd356176_403502.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                               November 21, 2013

                                POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of C. Deryl Couch and Todd Buchman, signing singly, the
undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf
of the undersigned, in the undersigned's capacity as an officer and/or director
and/or owner of greater than 10% of the outstanding Common Stock of Apparel
Holding Corp., a Delaware corporation (to be renamed Vince Holding Corp., the
"Company"), Forms 3, 4 and 5 (including any amendments, supplements or exhibits
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder; (ii) do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5 (including any amendments, supplements or exhibits
thereto) and timely file such forms with the United States Securities and
Exchange Commission and any stock exchange or similar authority, including the
New York Stock Exchange; and (iii) take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 16
of the Securities Exchange Act of 1934 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

                 [Remainder of page intentionally left blank.]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of date first written above.

                                        /s/ Rodger R. Krouse
                                        ----------------------------------------
                                        Print Name: Rodger R. Krouse

                   Section 16 Power of Attorney Signature Page
</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
