SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 8, 2003
PAYLESS SHOESOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14770 43-1813160
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number
3231 Southeast Sixth Avenue, Topeka, Kansas 66607-2207
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(Address of principal executive offices) (zip code)
(785) 233-5171
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
PRESS RELEASE. On July 10, 2003, Payless ShoeSource, Inc., a Delaware
corporation (the "Company"), issued a press release reporting same-store sales
for the June reporting period, the five weeks ended July 2, 2003, and disclosed
that it had amended its Credit Facility. The full text of the press release
dated July 10, 2003 is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
AMENDMENT. On July 8, 2003, the Company, Payless ShoeSource Finance,
Inc., and certain of its subsidiaries entered into an amendment of a Credit and
Guaranty Agreement (the "Credit Facility") dated April 17, 2000, amended as of
January 24, 2002, with a syndicate of banks, Goldman Sachs Credit Partners L.P.
as sole lead arranger and sole syndication agent, Bank One, N.A. as
administrative agent, and Wachovia Bank, National Association, as successor in
interest to First Union National Bank, as documentation agent (the "Second
Amendment") in which, among other things, the lenders consented to an amendment
of the Company's fixed charge coverage ratio through and including the third
quarter 2003. The key terms of the Second Amendment include the temporary
modification of the fixed charge coverage ratio and maximum leverage ratio, the
institution of an asset coverage ratio and the institution of a fixed margin on
the revolving loans and term loans. The Second Amendment provides that, if the
Company meets certain conditions set forth in the Second Amendment, including
repayment in full of the term loan portion of the Credit Facility, certain
changes that are favorable to the Company will be instituted for the remaining
term of the Credit Facility. These changes include the modification of the
fixed charge coverage ratio and maximum leverage ratio, the institution of a
variable margin and variable commitment fee based upon performance criteria and
an increase in the amount allowed for investments for the remaining term of the
Credit Facility. However, if the Company is unable to repay the term loan
portion of the Credit Facility in full, it may be in violation of the fixed
charge covenant at the end of fourth quarter 2003, and it may be forced to
request further modifications of the Credit Facility from the lenders.
The Second Amendment is attached hereto as Exhibit 99.2 and
incorporated by reference herein, and the description above is qualified in its
entirety by reference to the Second Amendment.
SECURITIES MATTERS. On July 15, 2003 the Company announced it was
proposing to offer $200 million of senior subordinated notes due 2013. The
Company intends to use the proceeds of this offering, net of all fees and
expenses, together with available cash, to repay all its existing indebtedness
under the term loan portion of its Credit Facility. The senior subordinated
notes will be issued in a transaction that will not be registered under the
Securities Act of 1933, as amended, and will be offered and sold in the United
States only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act and to certain non-U.S. persons in transactions outside the
United States in reliance on Regulation S under the Securities Act. The senior
subordinated notes to be offered may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements
under the Securities Act.
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The full text of the press release dated July 15, 2003, regarding the
proposed senior subordinated notes offering, is attached as Exhibit 99.3 hereto
and is incorporated herein by reference.
ITEM 9. REGULATION FD DISCLOSURE
The Company will be providing the following information to
certain broker/dealers, investment advisors, institutional investment managers,
investment companies and/or holders of the Company's securities in connection
with the above-referenced securities offering that has not previously been
disclosed publicly by the Company:
RISKS RELATED TO OUR BUSINESS
WE HAVE RECENTLY EXPERIENCED DECLINES IN OUR RESULTS OF OPERATIONS AND THESE
DECLINES MAY CONTINUE.
Our business has suffered sales and earnings declines over the last
two years, including seven out of the last nine quarters. Specifically:
o comparable store sales decreased by 6.2% , 3.2% and 2.9% for first
quarter 2003, and the full years ended 2002 and 2001, respectively;
o Adjusted EBITDA has decreased from $70.4 million in first quarter 2002
to $51.1 million in first quarter 2003 and from $335.2 million in 2000
to $281.3 million in 2002, or 16%[1];
o Adjusted EBITDA margins have decreased from 9.5% in first quarter 2002
to 7.3% in first quarter 2003 and from 11.4% in 2000 to 9.8% in 2002, or
1.6 percentage points[1]; and
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[1] Adjusted EBITDA is defined as net earnings plus interest expense, minus
interest income, plus provision for income taxes, plus depreciation and
amortization and plus (minus) non-recurring charges (benefits). Adjusted EBITDA
is not a measurement of financial performance under generally accepted
accounting principles and may not be comparable to similarly captioned
information reported by other companies. In addition, it does not replace net
income as an indicator of financial performance. We believe Adjusted EBITDA
provides a useful indicator of levels of our financial performance and is
frequently used by securities analysts, investors and other interested parties
in the evaluation of companies in our industry. Adjusted EBITDA is reconciled
directly to net earnings as follows:
YEAR ENDED 13 WEEKS ENDED
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------------------------------------ MAY 4, MAY 3,
2000 2001 2002 2002 2003
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Net earnings, as reported.................. $120.6 $45.4 $105.8 $23.9 $14.1
Interest expense........................... 29.3 30.6 23.5 6.0 5.0
Interest income............................ (4.3) (2.5) (4.3) (0.5) (0.9)
Provision for taxes........................ 79.0 27.6 58.0 14.5 7.4
Depreciation and amortization.............. 102.6 106.9 103.1 26.5 25.5
Non-recurring charges (benefits)........... 8.0 70.0 (4.8) -- --
-------- -------- -------- -------- --------
Adjusted EBITDA............................ $ 335.2 $ 278.0 $ 281.3 $ 70.4 $ 51.1
======== ======== ======== ======== ========
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o cash flow from operations has decreased from $45.2 million in first
quarter 2002 to $13.1 million in first quarter 2003 and from $222.6
million in 2000 to $130.5 million in 2002, or 41%.
Further, we expect these negative trends to continue for the remainder
of 2003. These trends may continue beyond 2003, and if they do, our ability to
execute our strategies and meet our obligations under the notes would be
adversely affected. See "Summary-Recent Developments." [In the section entitled
"Summary-Recent Developments," we discuss our previously publicly disseminated
reports regarding disappointing sales trends for the months of May and June, as
well as the amendment to our Credit Facility discussed above].
Comparable store sales, which measures our ability to increase sales,
margins and cash flows at our stores, all of which are important to our
continued success, are subject to wide fluctuation on a monthly, quarterly and
yearly basis. A variety of factors causes this fluctuation, including fashion
trends, competition, economic conditions, the timing and release of new
merchandise and promotional events, changes in merchandise mix, the success of
marketing campaigns and weather conditions. The unpredictable nature of our
comparable same store sales makes it difficult to project the future performance
of our business, and, accordingly, makes strategic planning more difficult.
WE MAY BE UNABLE TO COMPETE EFFECTIVELY IN THE COMPETITIVE WORLDWIDE FOOTWEAR
RETAILING INDUSTRY.
We face a variety of competitive challenges from other domestic and
international footwear retailers, including a number of competitors that have
substantially greater financial and marketing resources than we do. These
competitors include mass-market discount retailers such as Wal-Mart Stores,
Inc., Target Corp. and Kmart Corporation, department stores such as Sears,
Roebuck & Co., Kohl's Corp. and J.C. Penney Company, Inc., traditional shoe
stores, branded discount stores and sports outlets. We compete with these
footwear retailers on the basis of:
o the pricing of merchandise;
o creating an acceptable value proposition for consumers;
o providing strong and effective marketing support;
o ensuring product availability and optimizing supply chain effectiveness;
o the brand appeal of merchandise;
o anticipating and responding to changing consumer demands in a timely
manner; and
o developing fashionable, high-quality merchandise in an assortment of
sizes, colors and styles that appeals to consumers.
Competition in the retail footwear industry and generally adverse
economic conditions have caused a general reduction in retail prices for
footwear. Because average selling
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prices of branded footwear have declined over the last several years, there is
less of a difference between the retail prices of branded footwear and the
retail prices of our high quality private label brands. Furthermore, mass-market
discount retailers such as Wal-Mart have aggressively competed with us on the
basis of price and have gained market share as a result. Accordingly, there is
substantial pressure on us to keep the average selling price of our footwear
low. In addition, it is possible that mass-market discount retailers will
increase their investment in their retail footwear operations, thereby achieving
greater market penetration and placing additional competitive pressures on our
business. If we are unable to respond effectively to these competitive
pressures, our business, results of operations and financial condition will be
adversely affected.
A MAJORITY OF OUR OPERATING EXPENSES ARE FIXED COSTS THAT ARE NOT DEPENDENT UPON
OUR SALES PERFORMANCE. AS A RESULT, DECLINES IN OUR OPERATING PERFORMANCE ARE
MAGNIFIED BECAUSE WE ARE LARGELY UNABLE TO REDUCE EXPENSES IN RESPONSE TO A
POTENTIAL SALES SHORTFALL.
A majority of our operating expenses are fixed costs that are not
dependent on our sales performance, as opposed to variable costs, which increase
as sales performance increases. These fixed costs include the leasing costs of
our stores, our interest expenses and the majority of our labor expenses. If our
sales were to decline, we would be largely unable to reduce our operating
expenses. Accordingly, the effect of any sales decline is magnified because a
larger percentage of our earnings is committed to paying these fixed costs. As a
result, the amount of our earnings and cash flow that would be available to
finance our operations, implement our strategies and pay our obligations under
the notes would decrease.
WE MAY BE UNABLE TO MAINTAIN OR INCREASE OUR SALES VOLUME AND MARGINS.
We have a substantial market presence in all 50 states and the
District of Columbia and we currently derive in excess of 90% of our revenue
from our U.S. stores. Because of our substantial market presence, and because
the U.S. footwear retailing industry is mature, for us to increase our sales
volume and margins in the United States, we must capture market share from our
competitors. Because many of our competitors have more financial and marketing
resources than we do, it will be difficult for us to capture this additional
market share. We have attempted to capture additional market share through a
variety of strategies; however, if we are not successful we may be unable to
maintain our sales volumes and margins in the United States, adversely affecting
our business, results of operations and financial condition.
WE MUST PROVIDE CONSUMERS WITH SEASONALLY APPROPRIATE MERCHANDISE, MAKING OUR
SALES HIGHLY DEPENDENT ON SEASONABLE WEATHER CONDITIONS.
The retail footwear industry is characterized by four high volume
seasons: Easter, early summer, back-to-school and the winter season. During each
of these periods, we increase our inventory levels to support the increased
demand for our products, as well as offer styles particularly suited for the
relevant period, such as sandals in early summer and boots during the winter
season. If the weather conditions for a particular period vary significantly
from those typical for such period, such as an unusually cold early summer or an
unusually warm winter, consumer demand for the seasonally appropriate
merchandise that we have available in our stores will be lower and our net sales
and margins will be adversely affected. Lower sales may
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leave us with an excess inventory of our basic products and seasonally
appropriate products, forcing us to sell both types of products at significantly
discounted prices and adversely affecting our net sales and margins.
Consequently, our results of operations are highly dependent on favorable
weather conditions.
WE MAY BE UNABLE TO ADJUST TO CONSTANTLY CHANGING FASHION TRENDS.
Our success depends, in large part, upon our ability to gauge the
evolving fashion tastes of our consumers and to provide merchandise that
satisfies such fashion tastes in a timely manner. The worldwide retailing
footwear industry fluctuates according to changing fashion tastes and seasons,
and merchandise usually must be ordered well in advance of the season,
frequently before consumer fashion tastes are evidenced by consumer purchases.
In addition, the cyclical nature of the worldwide footwear retailing industry
also requires us to maintain substantial levels of inventory, especially prior
to peak selling seasons when we build up our inventory levels.
As a result, if we fail to properly gauge the fashion tastes of
consumers, or to respond in a timely manner, this failure would adversely affect
retail and consumer acceptance of our merchandise and leave us with substantial
unsold inventory. If that occurs, we may be forced to rely on markdowns or
promotional sales to dispose of excess, slow-moving inventory, which may harm
our business and financial results.
THE WORLDWIDE FOOTWEAR RETAILING INDUSTRY IS HEAVILY INFLUENCED BY GENERAL
ECONOMIC CYCLES.
Footwear retailing is a cyclical industry that is heavily dependent
upon the overall level of consumer spending. Purchases of footwear and related
goods tend to be highly correlated with the cycles of the levels of disposable
income of our consumers. As a result, any substantial deterioration in general
economic conditions could adversely affect our net sales and results of
operations.
WE MAY BE UNSUCCESSFUL IN OPENING NEW STORES OR RELOCATING EXISTING STORES
TO NEW LOCATIONS, ADVERSELY AFFECTING OUR ABILITY TO GROW.
Our growth is largely dependent upon our ability to expand our retail
operations by opening and operating new stores, as well as relocating existing
stores to new locations, on a profitable basis. In 2002, we opened 230 new
Payless ShoeSource stores, of which 68 were relocations and 109 were outside of
the United States. In 2003, we intend to open approximately 240 new Payless
ShoeSource stores, of which 110 are expected to be relocations and 50 are
expected to be outside of the United States.
Our ability to open new stores and relocate existing stores to new
locations on a timely and profitable basis is subject to various contingencies,
some of which are beyond our control. These contingencies include our ability
to:
o locate suitable store sites;
o negotiate acceptable lease terms;
o build-out or refurbish sites on a timely and cost effective basis;
o hire, train and retain qualified managers and personnel;
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o obtain adequate capital resources; and
o successfully integrate new stores into our existing operations.
In addition, the opening of stores outside of the United States is
subject to a number of additional contingencies, including issues relating to
compliance with local law and regulation and cultural issues and, because we
operate a number of our international stores under joint ventures, issues that
may arise in our dealings with our joint venture partners or their compliance
with the joint venture agreements.
We may be unsuccessful in opening new stores or relocating existing
stores for any of these reasons. In addition, we cannot assure you that, even if
we are successful in opening new stores or relocating existing stores, those
stores will achieve levels of sales and profitability comparable to our existing
stores.
WE RELY ON THIRD PARTIES TO MANUFACTURE AND DISTRIBUTE OUR PRODUCTS.
We depend on contract manufacturers to manufacture the merchandise
that we sell in our stores. If these contract manufacturers are unable to secure
sufficient supplies of raw materials, or maintain adequate manufacturing and
shipping capacity, they may be unable to provide us with timely delivery of
products of acceptable quality. In addition, if the price charged by these
contractors increases, including as a result of increases in the price of raw
materials, our cost of manufacturing would increase, adversely affecting our
results of operations. We also depend on third parties to transport and deliver
our products. Due to the fact that we do not have any independent transportation
or delivery capabilities of our own, if these third parties are unable to
transport or deliver our products for any reason, or if they increase the price
of their services, including as a result of increases in the cost of fuel, our
operations and financial performance may be adversely affected.
We require our contract manufacturers to meet our standards in terms
of working conditions, environmental protection and other matters before we are
willing to contract with them to manufacture our merchandise. As a result, we
may not be able to obtain the lowest possible manufacturing costs. In addition,
any failure by our contract manufacturers to meet these standards, to adhere to
labor or other laws or to diverge from labor practices that are generally
considered ethical in the United States, and the potential negative publicity
relating to any of these events, could harm our business and reputation.
We do not have long-term agreements with any of our contract
manufacturers, and any of these manufacturers may unilaterally terminate their
relationship with us at any time. In addition, in 2002 we purchased 63% of our
merchandise for our stores from 16 contract manufacturers. In 2002, we purchased
20% of our merchandise from one affiliated group of factories. If any one or all
of them terminate their relationships with us or is unable to manufacture our
merchandise for any reason, we may have difficulty securing the services of
alternative contract manufacturers to replace them. There is also substantial
competition among footwear retailers for quality manufacturers. To the extent we
are unable to secure or maintain relationships with quality manufacturers, our
business could be harmed.
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THERE ARE RISKS ASSOCIATED WITH OUR IMPORTATION OF PRODUCTS.
We import finished merchandise into the United States and the other
countries in which we operate from the People's Republic of China and 11 other
countries. Substantially all of this imported merchandise is subject to:
o customs duties and tariffs imposed by the governments of countries into
which this merchandise is imported; and
o penalties imposed for, or adverse publicity relating to, violations of
labor and wage standards by foreign contractors.
In addition, the countries in which our merchandise is manufactured or
imported may from time to time impose additional new quotas, tariffs, duties or
other restrictions on our merchandise or adversely change existing restrictions.
Any such changes could adversely affect our ability to import our products and
the results of operations of our business.
Manufacturers in China are our major suppliers. China was a direct
source of approximately 85% of our merchandise based on cost during 2002. In
addition to the products we import directly, a significant amount of the
products we purchase from other suppliers has been imported from China. In
recent years, the "permanent normal trade relations" treatment China has had
with the United States has been controversial, and various trade sanctions have
been threatened, although no such measures have been implemented. Any
deterioration in the trade relationship between the United States and China or
any other disruption in our ability to import footwear from China could have a
material adverse effect on our business, financial condition or results of
operations.
In addition to the risks of foreign sourcing stemming from
international trade laws, there are also operational risks of relying on such
imported merchandise. Our ability to successfully import merchandise derived
from foreign sources into the United States is dependent on stable labor
conditions in the major ports of the United States. Any instability or
deterioration of the domestic labor environment in these ports, such as the work
stoppage at West Coast ports in 2002, could result in increased costs, delays or
disruption in product deliveries that could cause loss of revenue, damage to
customer relationships or materially affect our business.
OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO POLITICAL AND ECONOMIC RISKS.
In 2002, approximately ten percent of our sales were generated outside
the United States and almost all of our merchandise was manufactured outside the
United States. We are accordingly subject to a number of risks relating to doing
business internationally, any of which could significantly harm our business,
including:
o political and economic instability;
o exchange controls and currency exchange rates;
o language and other cultural barriers;
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o foreign tax treaties and policies; and
o restrictions on the transfer of funds to and from foreign countries.
Our financial performance on a U.S. dollar denominated basis is also
subject to fluctuations in currency exchange rates. These fluctuations could
cause our results of operations to vary materially. From time to time, we enter
into agreements seeking to reduce the effects of our exposure to currency
fluctuations, but these agreements may not be effective in reducing our exposure
to currency fluctuations.
WE MAY BE UNABLE TO EFFECTIVELY PROTECT OUR TRADEMARKS AND OTHER INTELLECTUAL
PROPERTY RIGHTS, AND WE ARE SUBJECT TO LIABILITY IF WE INFRINGE THE TRADEMARKS
OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Our trademarks and other intellectual property rights are important to
our success and competitive position. If we were to lose or were unable to
effectively protect such intellectual property rights, our business could be
adversely affected. In addition, we are subject to liability if we infringe the
trademarks or other intellectual property rights of third parties. If we were to
be found liable for any such infringement, we could be required to pay
substantial damages and could be subject to injunctions preventing further
infringement. If this were to happen, it could have a substantial adverse effect
on our business.
ADVERSE OCCURRENCES AT OUR TOPEKA DISTRIBUTION CENTER COULD NEGATIVELY IMPACT
OUR BUSINESS.
We operate a distribution center in Topeka, Kansas, which serves as
the main source of inventory for our stores. In comparison to our total
distribution network, the distribution needs of our stores are heavily dependent
on products delivered through our Topeka distribution center. In 2002, our
Topeka distribution center handled approximately 73% of our stores' needs. If
complications arise with our Topeka distribution center or our Topeka
distribution center is severely damaged or destroyed, our other distribution
centers may not be able to support the resulting additional distribution demands
and we may be unable to locate alternative persons or entities capable of doing
so. This may adversely affect our ability to deliver inventory to our stores on
a timely basis, which could adversely affect our results of operations.
WE MAY BE UNABLE TO ATTRACT AND RETAIN TALENTED PERSONNEL.
Our success is dependent upon our ability to attract and retain
qualified and talented individuals. If we are unable to attract or retain key
executives, including senior management, marketing and merchandising personnel,
it could adversely affect our business.
PROLONGED WORK STOPPAGES COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
As of May 3, 2003, approximately 1,000 of our employees, including
substantially all of our non-management employees at our Topeka distribution
center, were covered by 4 separate collective bargaining agreements that expire
from 2004 through 2006. We cannot assure you that these agreements will be
renewed on similar terms or renegotiated on acceptable terms. Any prolonged work
stoppages in one or more of our facilities could
8
materially adversely affect our results of operations. Although there have been
no work stoppages or disruptions since the inception of these collective
bargaining agreements, we cannot assure you that there will be no disruptions in
the future.
If more of our employees unionize, it could result in demands that may
increase our operating expenses and adversely affect our profitability. If any
group of our employees were to unionize and we were unable to reach agreement on
the terms of their collective bargaining agreement or we were to experience
widespread employee dissatisfaction, we could be subject to work slowdowns or
stoppages. In addition, we may be subject to disruptions by organized labor
groups protesting the non-union status of the majority of our employees. Any of
these events would be disruptive to our operations and could harm our business.
AN OUTBREAK OF SEVERE ACUTE RESPIRATORY SYNDROME OR OTHER SIMILAR INFECTIOUS
DISEASES MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR ABILITY TO PURCHASE
MERCHANDISE FROM MANUFACTURERS AND OUR OPERATIONS GENERALLY.
The outbreak and spread of severe acute respiratory syndrome (SARS)in
southern China during the early part of 2003 severely curtailed travel to and
from, as well as general business activities within, many countries in Asia in
which our manufacturers are located. Although our ability to purchase and import
our merchandise from these manufacturers was not negatively impacted during this
outbreak of SARS, an additional outbreak of SARS or other infectious diseases
could prevent the manufacturers we use from manufacturing our merchandise or
hinder our ability to import those goods to the countries in which our stores
are located, either of which would have an adverse effect on our results of
operations.
All of the information in Item 9 on this current report on Form 8-K
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be incorporated by
reference in any filing pursuant to the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.
* * * * *
This current report on Form 8-K contains forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, future store openings,
international expansion, possible strategic alternatives, new business concepts,
capital expenditures and similar matters. Statements including the words
"expects," "anticipates," "intends," "plans," "believes," "seeks" or variations
of such words and similar expressions are forward-looking statements. The
Company notes that a variety of factors could cause its actual results and
experience to differ materially from the anticipated results or other
expectations expressed in these forward-looking statements.
The risks and uncertainties that may affect the operations,
performance, development and results of the Company's business include, but are
not limited to the following:
o changes in consumer spending patterns;
o changes in consumer preferences and overall economic conditions;
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o the impact of competition and pricing;
o changes in weather patterns;
o the financial condition of the suppliers and manufacturers from whom the
Company sources its merchandise;
o changes in existing or potential duties, tariffs or quotas;
o changes in international relationships;
o economic and political instability in foreign countries or restrictive
actions by the governments of foreign countries in which suppliers and
manufacturers from whom the Company sources product are located or in
which the Company operates stores;
o changes in trade and/or tax laws;
o changes in retail, consumer protection, environmental and other laws;
o fluctuations in currency exchange rates;
o availability of suitable store locations on appropriate terms;
o the ability to hire, train and retain associates and managers;
o general economic, business and social conditions in the countries from
which the Company sources products, supplies or has or intends to open
stores;
o the performance of the Company's partners in joint ventures;
o the ability to comply with local laws in foreign countries;
o threats or acts of terrorism or war; and
o strikes, work stoppages or slowdowns by unions that play a significant
role in the manufacture, distribution or sale of products.
All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on behalf of the Company are
expressly qualified in their entirety by these cautionary statements. The
Company does not undertake any obligation to release publicly any revisions to
such forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
PAYLESS SHOESOURCE, INC.
By: /s/ Ullrich E. Porzig
-------------------------------------
Name: Ullrich E. Porzig
Title: Senior Vice President
Chief Financial Officer and Treasurer
Date: July 15, 2003
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EXHIBIT INDEX
99.1 Press release, dated July 10, 2003
99.2 Second Amendment, dated as of July 8, 2003, to the Credit and Guaranty
Agreement dated as of April 17, 2000, amended as of January 24, 2002,
by and among Payless ShoeSource Finance, Inc., Payless ShoeSource,
Inc. and certain of its Subsidiaries, as Guarantors, various Lenders,
Goldman Sachs Credit Partners L.P. as sole Lead Arranger and sole
Syndication Agent, Bank One, N.A. as Administrative Agent, and
Wachovia Bank, National Association, as successor in interest to First
Union National Bank, as Documentation Agent
99.3 Press release, dated July 15, 2003
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