SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the third twelve week accounting period ended September 6, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-6024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 38-1185150
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN 49351
(Address of Principal Executive Offices) (Zip Code)
(616) 866-5500
( Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
There were 43,265,403 shares of Common Stock, $1 par value, outstanding
as of October 17, 1997, of which 750,085 shares are held as Treasury
Stock. The shares outstanding, excluding shares held in treasury, have
been adjusted for the 3-for-2 stock split paid on May 23, 1997, on
shares outstanding at the close of business on May 2, 1997.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
SEPTEMBER 6, DECEMBER 28, SEPTEMBER 7,
1997 1996 1996
(UNAUDITED) (AUDITED) (UNAUDITED)
----------- ------------ -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,825 $ 8,534 $ 2,450
Accounts receivable, less allowances
September 6, 1997 - $5,499
December 28, 1996 - $5,634
September 7, 1996 - $5,383 128,965 125,999 106,557
Inventories:
Finished products 127,173 71,346 81,095
Raw materials and work in process 48,412 46,081 43,267
-------- -------- --------
175,585 117,427 124,362
Other current assets 14,318 12,668 15,141
-------- -------- --------
TOTAL CURRENT ASSETS 324,693 264,628 248,510
PROPERTY, PLANT & EQUIPMENT
Gross cost 149,182 130,779 123,755
Less accumulated depreciation 71,237 67,776 66,931
-------- -------- --------
77,945 63,003 56,824
OTHER ASSETS 38,824 33,967 29,607
-------- -------- --------
TOTAL ASSETS $441,462 $361,598 $334,941
======== ======== ========
See notes to consolidated condensed financial statements.
-2-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED
(THOUSANDS OF DOLLARS)
SEPTEMBER 6, DECEMBER 28, SEPTEMBER 7,
1997 1996 1996
(UNAUDITED) (AUDITED) (UNAUDITED)
----------- ------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 2,918 $ 1,026 $ 2,608
Accounts payable and other accrued liabilities 59,877 68,708 40,880
Current maturities of long-term debt 135 76 70
-------- -------- --------
TOTAL CURRENT LIABILITIES 62,930 69,810 43,558
LONG-TERM DEBT (less current maturities) 107,231 41,233 59,536
OTHER NONCURRENT LIABILITIES 11,002 11,263 10,543
STOCKHOLDERS' EQUITY
Common Stock - par value $1, authorized
80,000,000 shares; shares issued
(including shares in treasury):
September 6, 1997 - 43,109,329 shares
December 28, 1996 - 42,256,145 shares
September 7, 1996 - 42,194,722 shares 43,109 42,256 42,195
Additional paid-in capital 60,508 53,404 51,474
Retained earnings 171,990 153,475 138,275
Accumulated translation adjustments (491) 79 (351)
Unearned compensation (4,868) (2,908) (3,271)
Cost of shares in treasury:
September 6, 1997 - 742,226 shares
December 28, 1996 - 557,323 shares
September 7, 1996 - 557,343 shares (9,949) (7,014) (7,018)
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY 260,299 239,292 221,304
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $441,462 $361,598 $334,941
======== ======== ========
( ) - Denotes deduction.
See notes to consolidated condensed financial statements.
-3-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
12 WEEKS ENDED 36 WEEKS ENDED
------------------------- -------------------------
SEPTEMBER 6, SEPTEMBER 7, SEPTEMBER 6, SEPTEMBER 7,
1997 1996 1997 1996
------------ ----------- ------------ ------------
NET SALES AND OTHER OPERATING INCOME $ 162,246 $ 120,466 $ 419,336 $ 298,461
Cost of products sold 114,336 84,453 292,220 205,808
--------- --------- --------- ---------
GROSS MARGIN 47,910 36,013 127,116 92,653
Selling and administrative expenses 31,468 24,842 90,807 68,493
--------- --------- --------- ---------
OPERATING INCOME 16,442 11,171 36,309 24,160
OTHER EXPENSES (INCOME):
Interest expense 932 661 3,195 2,120
Interest income 116 (131) (175) (687)
Restructuring charge 2,000 -- 2,000 --
Other - net (135) (10) 24 (715)
--------- --------- --------- ---------
2,913 520 5,044 718
--------- --------- --------- ---------
EARNINGS BEFORE INCOME TAXES 13,529 10,651 31,265 23,442
Income taxes 4,330 3,301 10,005 7,266
--------- --------- --------- ---------
NET EARNINGS $ 9,199 $ 7,350 $ 21,260 $ 16,176
========= ========= ========= =========
EARNINGS PER SHARE:
Primary $ .21 $ .17 $ .49 $ .38
========= ========= ========= =========
Fully diluted $ .21 $ .17 $ .49 $ .37
========= ========= ========= =========
CASH DIVIDENDS PER SHARE $ .0217 $ .0178 $ .0651 $ .0534
========= ========= ========= =========
SHARES USED FOR NET EARNINGS
PER SHARE COMPUTATION:
Primary 43,569,020 42,835,929 43,475,066 42,675,093
========== ========== ========== ==========
Fully diluted 43,569,020 42,890,694 43,531,368 42,840,165
========== ========== ========== ==========
See notes to consolidated condensed financial statements.
-4-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (THOUSANDS OF DOLLARS) (UNAUDITED)
36 WEEKS ENDED
----------------------------
SEPTEMBER 6, SEPTEMBER 7,
1997 1996
------------ ------------
OPERATING ACTIVITIES
Net earnings $ 21,260 $ 16,176
Depreciation, amortization and other non-cash items 2,987 473
Unearned compensation (1,960) (1,444)
Restructuring charge 2,000
Changes in operating assets and liabilities:
Accounts receivable (2,966) (13,566)
Inventories (58,158) (26,857)
Other current assets (1,650) 1,486
Accounts payable and other accrued liabilities (10,831) 3,920
-------- ---------
NET CASH USED IN OPERATING ACTIVITIES (49,318) (19,812)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 85,094 29,000
Payments of long-term borrowings (19,037) (72)
Proceeds from short-term borrowings 5,421 269
Payments of short-term borrowings (3,529)
Cash dividends (2,745) (1,494)
Proceeds from shares issued under employee stock plans 5,022 3,879
-------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 70,226 31,582
INVESTING ACTIVITIES
Purchase of business product line (22,750)
Purchase of wholesale business (5,353)
Additions to property, plant and equipment (20,712) (11,890)
Net (increase) decrease in notes receivable (1,014) 3,797
Other (1,891) (212)
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES (23,617) (36,408)
-------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (2,709) (24,638)
Cash and cash equivalents at beginning of year 8,534 27,088
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF THIRD ACCOUNTING PERIOD $ 5,825 $ 2,450
======== =========
( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.
-5-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 6, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring accruals) considered
necessary for fair presentation have been included. For further information,
refer to the consolidated financial statements and footnotes included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 28,
1996. Certain amounts in 1996 have been reclassified to conform with the
presentation used in 1997.
NOTE B - Fluctuations
The Company's sales are seasonal, particularly in its major divisions, The
Hush Puppies Company, the Wolverine Footwear Group, the Caterpillar Footwear
Group, the Wolverine Slipper Group and the Wolverine Leathers Division.
Seasonal sales patterns and the fact that the fourth quarter has sixteen or
seventeen weeks as compared to twelve weeks in each of the first three
quarters cause significant differences in sales and earnings from quarter to
quarter. These differences, however, have followed a consistent pattern each
year.
NOTE C - Business Acquisitions
On October 17, 1997, the Company consummated the acquisition of substantially
all of the assets of the Merrell[REGISTERED] outdoor footwear business from
the Outdoor Division of Sports Holdings Corp. The preliminary purchase price
at the closing date was approximately $17,000,000.
NOTE D - Common Stock
On April 17, 1997 and July 11, 1996, the Company announced 3-for-2 stock
splits on shares outstanding on May 2, 1997 and July 26, 1996 and paid May
23, 1997 and August 16, 1996, respectively. All share and per share data
have been retroactively adjusted for the increased shares resulting from the
stock splits.
-6-
NOTE E - Earnings Per Share
Primary earnings per share are computed based on the weighted average shares
of common stock outstanding during each period assuming that the stock splits
described in Note D had been completed at the beginning of the earliest
period presented. Common stock equivalents (stock options) are included in
the computation of primary and fully diluted earnings per share.
In February 1997, The Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS No.
128"). FAS No. 128 changes the method for computing and presenting earnings
per share and will be effective for the Company's fiscal year ending January
3, 1998. The effect of adopting FAS No. 128 is not expected to have a
material effect on previously reported earnings per share amounts.
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISONS OF THIRD QUARTER AND YEAR-TO-DATE 1997 TO
THIRD QUARTER AND YEAR-TO-DATE 1996
Third quarter net sales and other operating income of $162.2 million for 1997
exceeded the 1996 level by $41.8 million (a 34.7% increase), and 1997
year-to-date net sales and other operating income of $419.3 million compares
to $298.5 million recorded for the comparable period of 1996 (a 40.5%
increase). The Hush Puppies Company, excluding Hush Puppies (U.K.) Ltd.,
accounted for $7.2 million (16.8%) of the increase in quarterly net sales and
other operating income and $20.0 million (17.8%) of the increase for
year-to-date 1997. Hush Puppies (U.K.) Ltd. reported $20.0 million in net
sales and other operating income for the third quarter of 1997. The Company
did not operate Hush Puppies (U.K.) Ltd. during the third quarter of 1996 and
thus no comparable operations exist. The Wolverine Footwear Group recorded
a net sales and other operating income increase of $7.9 million (18.8%) for
the third quarter of 1997 and accounts for $29.0 million (26.7%) of the
year-to-date increase. The Caterpillar Footwear Group continued its strong
growth rate showing a $5.7 million (72.0%) increase over the 1996 third
quarter net sales and other operating income and a $16.4 million (75.5%)
increase for year-to-date 1997 over year-to-date 1996. The Wolverine Leathers
Division recognized a $3.3 million (53.7%) increase in net sales and other
operating income for the third quarter of 1997 and a $13.3 million (78.7%)
improvement for the year-to-date 1997. The Hush Puppies Retail Division's
net sales and other operating income was up $1.6 million or 20.1% for the
third quarter and $3.9 million or 19.8% for the year-to-date 1997. The
Wolverine Slipper Group's net sales and other operating income of $11.9
million for the third quarter of 1997 remained relatively flat over the
prior year's third quarter and a decrease of $1.9 million in net sales and
other operating income has been reported for the year-to-date 1997.
Year-to-date net sales and other operating income for the Hush Puppies
North America Wholesale operations increased $16.4 million or 17.9% over the
1996 level. The Hush Puppies North America Wholesale operations' growth
continues to be fueled by the popularity of the Hush Puppies[REGISTERED]
Classics product line. Net sales and other operating income for the Hush
Puppies International Division increased $1.0 million or 13.0% year-to-date
1997 over the respective period of 1996. The Hush Puppies Retail Division's
net sales and other operating income increased $3.9 million (19.8%)
year-to-date as strong product offerings helped boost sales. Hush Puppies
(U.K.) Ltd. performed in line with expectations reporting $46.4 million in
net sales and other operating income for year-to-date 1997. The Hush Puppies
(U.K.) Ltd. operations were first included in the Company's operations during
the fourth quarter of 1996.
The Wolverine Footwear Group reported a 1997 year-to-date increase in net
sales and other operating income of $29.0 million or 26.7% over the
respective period of 1996. The DuraShocks SR<Trademark> product continued to
-8-
be strong, helping Wolverine Brand Division report a $16.5 million (22.1%)
increase in net sales and other operating income for 1997 year-to-date.
Hy-Test reported flat net sales and other operating income for the third
quarter of 1997. Hy-Test was acquired at the end of the first quarter of
1996. The Bates Division net sales increased $2.6 million or 14.1%
year-to-date 1997 as compared to year-to-date 1996 reflecting increased
penetration into military and export markets.
The Caterpillar Footwear Group recognized a $16.4 million or 75.5% increase
for year-to-date 1997 as compared to year-to-date 1996. Continued
establishment of the domestic wholesale business and brand appeal around the
world continue to drive this business.
The Wolverine Slipper Group showed a decrease in net sales and other
operating income of $0.6 million over the third quarter 1996 and $1.9 million
year-to-date 1997 as compared to year-to-date 1996. The branded slipper
initiatives continue to perform consistent with the Company's plan as retail
sell-through has been good.
The Wolverine Leathers Division boasted a $13.3 million (78.7%) year-to-date
net sales and other operating income increase over year-to-date 1996 with
licensee and domestic accounts both contributing to the increase. Strong
demand for performance leather and sueded products continue to drive the
volume increases.
Gross margin as a percentage of net sales and other operating income for the
third quarter of 1997 was 29.5% compared to 29.9% for the comparable period
of the prior year. Year-to-date gross margin of 30.3% for 1997 compared to
31.0% for the same period in 1996. The decline in gross margin was primarily
a result of a planned change in business mix. The addition of Hush Puppies
(U.K.) Ltd., and significant growth of the Wolverine Leathers Division ($2.0
million gross margin increase), both of which operate at lower gross margin
levels, had a dilutive impact on the Company's gross margin. If the 1996
acquisitions of Hy-Test, Inc. and Hush Puppies (U.K.) Ltd. are eliminated,
gross margin as a percentage of net sales and other operating income would
have been 33.0% for the year-to-date 1997 and 31.4% for the same period of
1996. Improved margins of 5.1 percentage points were recognized in the Hush
Puppies Wholesale Division through improved initial pricing margins,
increased licensing revenues and manufacturing and sourcing efficiencies.
The Hush Puppies Retail Division reported a 1.9 percentage point increase in
gross margin. The Wolverine Footwear Group's gross margin remained relatively
flat. The Wolverine Leathers Division gross margin level remains in line
with recent history which approximates 23.0%.
Selling and administrative expenses of $31.5 million for the third quarter of
1997 increased $6.6 million over the 1996 third quarter level of $24.8
million and as a percentage of net sales and other operating income decreased
to 19.4% in the third quarter of 1997 from 20.6% in the third quarter of 1996.
Year-to-date selling and administrative expenses for 1997 of $90.8 million
increased $22.3 million over the $68.5 million year-to-date level for 1996
-9-
and as a percentage of net sales and other operating income decreased to
21.7% for the year-to-date 1997 from 22.9% in 1996. The improvement in
selling and administrative expenses as a percentage of net sales and other
operating income occurred despite increased investments in branded marketing
initiatives and significant information system upgrades.
Interest expense for the third quarter of 1997 was $0.9 million, compared to
$0.7 million for the same period of 1996. Year-to-date interest expense for
1997 and 1996 was $3.2 million and $2.1 million, respectively. The increase
in interest expense for the third quarter and year-to-date 1997 as compared
to 1996 reflects an increase in borrowings over the 1996 level resulting from
the 1996 acquisitions and working capital requirements.
On September 24, 1997, the Company moved to strengthen the competitive edge
of its domestic and European footwear businesses by closing two Arkansas
women's shoe factories and converting a New York slipper factory into a
warehouse. These actions resulted in a restructuring charge of $3.7 million,
of which $2.0 million has been recorded in the third quarter of 1997 and $1.7
million will be charged in the fourth quarter of 1997. This restructuring
rebalanced the sourcing mix for Hush Puppies[REGISTERED] women's shoes,
Wolverine[REGISTERED] boots and Tru-Stitch[REGISTERED] slippers.
The year-to-date 1997 effective income tax rate of 32.0% increased from 31.0%
in 1996. The effective tax rate increased as the non-taxable net earnings of
foreign subsidiaries became a smaller percentage of total consolidated
earnings in 1997 as compared to 1996.
Net earnings excluding the effect of the restructuring charge for the third
quarter of 1997 of $10.6 million, or $0.24 per share, compared favorably to
earnings of $7.4 million for the respective period of 1996 (a 43.7% increase).
Including the after-tax restructuring charge of $1.4 million, or $0.03 per
share, net earnings for the third quarter of 1997 totaled $9.2 million or
$0.21 per share, a 25.2% increase over the 1996 level. Year-to-date net
earnings of $21.3 million ($22.6 million before the restructuring charge) in
1997 compared with earnings of $16.2 million for the same period of 1996, a
31.4% increase (39.8% increase before the restructuring charge). Year-to-date
earnings per share of $0.49 ($0.52 per share before the restructuring charge)
compare to $0.38 for the same period of 1996. Increased earnings are
primarily a result of the items noted above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities was $49.3 million in 1997 compared to
$19.8 million for the same period in 1996. Cash of $73.6 million for 1997
and $35.0 million for 1996 was used to fund working capital requirements.
Accounts receivable of $129.0 million at September 6, 1997 reflects an
increase of $22.4 million (21.0%) over the balance at September 7, 1996 and
decreased $3.0 million (2.4%) from the December 28, 1996 balance. Inventories
of $175.6 million at September 6, 1997 reflect increases of $51.2 million
-10-
(41.2%) and $58.2 million (49.5%) over the balances at September 7, 1996 and
December 28, 1996, respectively. A portion of the increase in accounts
receivable and inventories was due to the 1996 fourth quarter acquisition of
the assets of Hush Puppies (U.K.) Ltd., which contributed 4.6% and 6.4% of
the respective accounts receivable and inventory increases from September 7,
1996. Excluding both the 1996 acquisitions of Hy-Test, Inc. and Hush Puppies
(U.K.) Ltd., accounts receivable and inventories at September 6, 1997
increased 12.2% and 48.9%, respectively, over the amounts at December 28,
1996, which compares to a year-to-date increase of 22.1% in net sales and
other operating income. Order backlog was approximately 31% higher at
September 6, 1997, when compared to the previous years' third quarter,
supporting the need for increased inventories to meet anticipated future
demand in both wholesale and manufacturing operations. Accounts payable and
other accrued liabilities of $59.9 million at September 6, 1997 reflect a
$19.0 million (46.5%) increase over the $40.9 million balance at September 7,
1996 and a $8.8 million (12.9%) decrease over the $68.7 million balance at
December 28, 1996.
Additions to property, plant and equipment of $20.7 million for year-to-date
1997 compares to $11.9 million reported during the same period in 1996. The
majority of these expenditures are related to the construction of a new
corporate business center, modernization of existing corporate buildings,
expansion of warehouse facilities and purchases of manufacturing equipment
necessary to continue to upgrade the Company's footwear and leather
manufacturing facilities. Depreciation and amortization of $5.8 million in
the first three quarters of 1997 compares to $4.1 million in the first three
quarters of 1996. This increase was a result of the capital investments
noted above and the amortization of goodwill related to the two 1996
acquisitions.
The Company maintains short-term borrowing and commercial letter-of-credit
facilities of $84.7 million, of which $36.0 million, $28.5 million and $13.6
million were outstanding at September 6, 1997, December 28, 1996 and
September 7, 1996, respectively. Long-term debt, excluding current
maturities, of $107.2 million at September 6, 1997 compares to $59.5 million
and $41.2 million at September 7, 1996 and December 28, 1996, respectively.
The increase in debt since December 28, 1996 primarily resulted from seasonal
working capital requirements of the Company and investments in capital
improvements.
It is expected that continued growth of the Company will require increases in
capital funding over the next several years. In the fourth quarter of 1996,
the Company renegotiated its long-term revolving debt agreement and increased
the amount available under its credit facilities. The combination of cash
flows from operations and available credit facilities are expected to be
sufficient to meet future capital needs.
The 1997 third quarter dividend declared of $.0217 per share of common stock
represents approximately a 21.9% increase over the $.0178 per share declared
-11-
for the third quarter of 1996. The dividend is payable November 3, 1997 to
stockholders of record on October 1, 1997. Additionally, shares issued under
stock incentive plans provided cash of $5.0 million in 1997 compared to $3.9
million in 1996.
During 1996, the Company completed two acquisitions. The Company purchased
the work, safety and occupational footwear business of Hy-Test, Inc. from The
Florsheim Shoe Company and the rights to and certain assets of the Hush
Puppies wholesale shoe business in the United Kingdom and Ireland from
British Shoe Corporation, a subsidiary of Sears Plc. The combined purchase
price of these acquisitions was $31.5 million, of which $29.2 million was
paid in cash in 1996.
On October 17, 1997, the Company consummated the purchase of substantially
all of the assets of the Merrell[REGISTERED] outdoor footwear business from
the Outdoor Division of Sports Holdings Corp. The preliminary purchase price
at the closing date was approximately $17,000,000, which was paid primarily
in cash.
The Company has an active program to evaluate strategic business acquisitions
on a global basis and may, from time to time, make additional acquisitions.
The current ratio at September 6, 1997 was 5.2 to 1.0 in 1997 compared with
5.7 to 1.0 in 1996. The Company's total debt to total capital ratio
increased to .30 to 1.0 in 1997 from .22 to 1.0 in 1996.
-12-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following documents are filed as exhibits to this
report on Form 10-Q:
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as Exhibit
3.1 to the Company's Quarterly Report of Form 10-Q for the period
ended June 14, 1997. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above.
4.2 Rights Agreement dated as of April 17, 1997. Previously filed with
the Company's Form 8-A filed April 12, 1997. Here incorporated by
reference.
4.3 Credit Agreement dated as of October 11, 1996 with NBD Bank, N.A. as
Agent. Previously filed as Exhibit 4.3 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 28, 1996. Here
incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81% Senior
Notes. Previously filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the period ended September 10, 1994. Here
incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to those described in Exhibits 4.3 and 4.4
above. The amount of none of these classes of debt outstanding on
September 30, 1997 exceeds 10% of the Company's total consolidated
assets. The Company agrees to furnish copies of any agreement defining
the rights of holders of any such long-term indebtedness to the
Securities and Exchange Commission upon request.
27 Financial Data Schedule.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Company during the period for which this report is filed.
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES
Date: October 21, 1997 By /s/Geoffrey B. Bloom
Geoffrey B. Bloom
Chairman and Chief Executive Officer
(Duly Authorized Signatory for
Registrant)
Date: October 21, 1997 By /s/Stephen L. Gulis, Jr.
Stephen L. Gulis, Jr.
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer and Duly Authorized
Signatory for Registrant)
Date: October 21, 1997 By /s/Blake W. Krueger
Blake W. Krueger
Executive Vice President, General
Counsel and Secretary
(Duly Authorized Signatory for
Registrant)
-14-
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as Exhibit
3.1 to the Company's Quarterly Report of Form 10-Q for the period
ended June 14, 1997. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above.
4.2 Rights Agreement dated as of April 17, 1997. Previously filed with
the Company's Form 8-A filed April 12, 1997. Here incorporated by
reference.
4.3 Credit Agreement dated as of October 11, 1996 with NBD Bank, N.A. as
Agent. Previously filed as Exhibit 4.3 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 28, 1996. Here
incorporated by reference.
4.4 Note Agreement dated as of August 1, 1994 relating to 7.81% Senior
Notes. Previously filed as Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the period ended September 10, 1994. Here
incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to those described in Exhibits 4.3 and 4.4
above. The amount of none of these classes of debt outstanding on
September 30, 1997 exceeds 10% of the Company's total consolidated
assets. The Company agrees to furnish copies of any agreement
defining the rights of holders of any such long-term indebtedness to
the Securities and Exchange Commission upon request.
27 Financial Data Schedule.