10-K 1 c83596e10vk.txt ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to ------------------------- ------------------------ Commission file number 0-9068 Weyco Group, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-0702200 ------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 W. Estabrook Boulevard, P. O. Box 1188, Milwaukee, WI 53201 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, include area code (414) 908-1600 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on None which registered ------------------------------ -------------------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock - $1.00 par value per share -------------------------------------------------------------------------------- (Title of Class) -------------------------------------------------------------------------------- (Title of Class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in any definitive proxy of information statements incorporated by reference or in any amendment to this Form 10-K. (X) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).Yes [X] No [ ] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $111,233,000. As of March 8, 2004, there were outstanding 4,334,875 shares of Common Stock and 1,306,043 shares of Class B Common Stock. At the same date, the aggregate market value (based upon the average of the high and low trades for that day) of all common stock held by non-affiliates was approximately $122,856,000. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Corporation's Annual Report to Shareholders for the year ended December 31, 2003, are incorporated by reference in Part II of this report. Portions of the Corporation's Proxy Statement, dated March 26, 2004, prepared for the Annual Meeting of Shareholders scheduled for April 27, 2004, are incorporated by reference in Part III of this report. PART I Item 1. Business The Company is a Wisconsin corporation incorporated in the year 1906 as Weyenberg Shoe Manufacturing Company. Effective April 25, 1990, the name of the corporation was changed to Weyco Group, Inc. The Company and its subsidiaries engage in one line of business, the distribution of men's footwear. The Company does not sell women's shoes because this market differs significantly from the men's market. On May 20, 2002, the Company acquired from Florsheim Group, Inc. and its subsidiaries (collectively, "Florsheim"), certain assets of Florsheim's U.S. wholesale business, including its accounts receivable, trademarks, and other information assets, wholesale inventory (with specified exceptions) and other specified assets, as well as the leaseholds and associated assets for 23 retail and outlet shoe stores. On July 1 and July 27, 2002, the Company acquired certain assets and assumed the operating liabilities of Florsheim Europe S.r.l. and Florsheim France SARL, respectively. This business consists of Florsheim's European wholesale business, as well as three retail stores in Germany, Italy and France. The total purchase price of the acquisition was $48.5 million, including $1.7 million of acquisition costs. The principal brands of shoes sold by the Company are "Florsheim," "Nunn Bush," "Nunn Bush NXXT," "Brass Boot," "Stacy Adams," and "SAO by Stacy Adams." Trademarks maintained by the Company on these names are important to the business. The Company's products consist of both mid-priced quality leather dress shoes which would be worn as a part of more formal and traditional attire and quality casual footwear of man-made materials or leather which would be appropriate for leisure or less formal occasions. The Company's footwear, and that of the industry in general, is available in a broad range of sizes and widths, primarily purchased to meet the needs and desires of the American male population. The Company purchases finished shoes from outside suppliers around the world. The majority of these foreign-sourced purchases are denominated in U. S. dollars. There have been few inflationary pressures in the shoe industry in recent years and leather and other component prices have been stable. It is anticipated that, when necessary, selling price increases could be initiated to offset periodic increases in costs of purchased shoes. The Company previously assembled a small portion of its footwear at one plant in Beaver Dam, Wisconsin. In December 2003, the Company ceased its manufacturing operations. All inventory is now purchased from foreign suppliers. The Beaver Dam facility still operates the Company's reconditioning, rework and returned goods departments. -1- The Company's business is separated into two segments - wholesale and retail. Wholesale sales constituted approximately 88% of total sales in 2003, 91% in 2002 and 96% in 2001. At wholesale, shoes are marketed nationwide through more than 10,000 shoe, clothing and department stores. Sales are to unaffiliated customers, primarily in North America, with some distribution in Europe. Sales to the Company's largest customer, J. C. Penney, were 12% of total sales in 2003. There were no customers that accounted for 10% or more of total sales in 2002. Sales to the Company's largest customer, Brown Shoe Group, were 10% of total sales for 2001. The Company employs traveling salesmen who sell the Company's products to retail outlets. Shoes are shipped to these retailers primarily from the Company's distribution center maintained in Glendale, Wisconsin. Although there is no clearly identifiable seasonality in the men's footwear business, new styles are historically developed and shown twice each year, in spring and fall. In accordance with the industry practices, the Company is required to carry significant amounts of inventory to meet customer delivery requirements and periodically provides extended payment terms to customers. The Company also has licensing agreements with third parties who sell its branded shoes overseas, as well as licensing agreements with apparel and accessory manufacturers in the United States. Retail sales constituted approximately 12% of total sales in 2003, 9% of total sales in 2002 and 4% of total sales in 2001. In the retail division, there are currently 30 company-operated stores in principal cities of the United States and three retail stores in major cities in Europe. Sales in retail outlets are made directly to the consumer by Company employees. In addition to the sale of the Company's brands of footwear in these retail outlets, other branded footwear and accessories are also sold in order to provide the consumer with as complete a selection as practically possible. As of December 31, 2003, the Company had $76.0 million of backlog orders, as compared with $72.5 million as of December 31, 2002. The Company believes these orders are firm, and all orders are expected to be filled within one year. As of December 31, 2003, the Company employed approximately 408 persons. Of those 408 employees, approximately 32 were members of bargaining units. The Company ratified new contracts covering the majority of these employees during 2002 and in early 2003. Future wage and benefit increases under the contracts are not expected to have a significant impact on the future operations or financial position of the Company. Price, quality and service are all important competitive factors in the shoe industry and the Company has been recognized as a leader in all of them. Although the Company engages in no specific research and development activities, new products and new processes are continually being tested by the Company and used where appropriate, in order to produce the best value for the consumer, consistent with reasonable price. Compliance with environmental regulations historically has not had, and is not expected to have, a material adverse effect on the Company's results of operations or cash flows. The Company makes available, free of charge, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports upon written or telephone request. Investors can also access these reports through the Company's website, www.weycogroup.com. -2- Item 2. Properties The following facilities are operated by the Company and its subsidiaries:

Square Location Character Owned/Leased Footage % Utilized -------- --------- ------------ ------- ---------- Glendale, Wisconsin One story office and distribution center Owned 780,000 90% Beaver Dam, Wisconsin Multistory factory Leased (1) 100,000 50% Florence, Italy One story office, warehouse and distribution facility Leased (1) 9,500 100%

(1) Not material leases. In addition to the above-described distribution and warehouse facilities, the Company operates thirty retail stores throughout the United States and three in Europe under various rental agreements. See Note 13 to Consolidated Financial Statements and Item 1. Business above. Item 3. Legal Proceedings Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable -3- Executive Officers of the Registrant

Served Officer Age Office(s) Since Business Experience ------- --- --------- ----- ------------------- Thomas W. Florsheim, Jr. 45 Chairman and Chief Executive 1996 Chairman and Chief Executive Officer of the Officer Company -- 2002 to present; President and Chief Executive Officer of the Company -- 1999 to 2002; President and Chief Operating Officer of the Company -- 1996 to 1999; Vice President of the Company - 1988 to 1996 John W. Florsheim 40 President, Chief Operating 1996 President, Chief Operating Officer and Officer and Assistant Assistant Secretary of the Company - 2002 to Secretary present; Executive Vice President, Chief Operating Officer and Assistant Secretary of the Company - 1999 to 2002; Executive Vice President of the Company --1996 to 1999; Vice President of the Company -- 1994 to 1996 James F. Gorman 60 Senior Vice President 1975 Senior Vice President of the Company - 2002 to present; Vice President of the Company -- 1975 to 2002 Peter S. Grossman 60 Senior Vice President 1971 Senior Vice President of the Company - 2002 to present; Vice President of the Company -- 1971 to 2002 John F. Wittkowske 44 Senior Vice President, 1993 Senior Vice President, Chief Financial Chief Financial Officer Officer and Secretary of the Company - 2002 and Secretary to present Vice President, Chief Financial Officer and Secretary of the Company -- 1995 to 2002; Secretary/Treasurer of the Company -- 1993 to 1995

Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and Chairman Emeritus Thomas W. Florsheim is their father. -4- PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Information required by this Item is set forth on pages 4, 19 and 25 of the Annual Report to Shareholders for the year ended December 31, 2003, and is incorporated herein by reference. Item 6. Selected Financial Data Information required by this Item is set forth on page 4 of the Annual Report to Shareholders for the year ended December 31, 2003, and is incorporated herein by reference. Item7. Management's Discussion and Analysis of Financial Condition and Results of Operations Information required by this Item is set forth on pages 5 through 8 of the Annual Report to Shareholders for the year ended December 31, 2003, and is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Information required by this Item is set forth on page 8 of the Annual Report to Shareholders for the year ended December 31, 2003, and is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data Information required by this Item is set forth on pages 9 through 22 of the Annual Report to Shareholders for the year ended December 31, 2003, and is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures We changed independent accountants in June 2002 from Arthur Andersen LLP to Deloitte and Touche LLP. Information regarding the change in accountants was reported in our current report on Form 8-K dated June 14, 2002. -5- Item 9A. Control and Procedures The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis. The Company's principal executive officer and principal financial officer have reviewed and evaluated the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company required to be included in the Company's periodic filings under the Exchange Act. There have not been any changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART III Item 10. Directors and Executive Officers of the Registrant Information required by this Item is set forth on pages 1 through 5 of the Company's proxy statement for the Annual Meeting of Shareholders to be held on April 27, 2004, and is incorporated herein by reference. Item 11. Executive Compensation Information required by this Item is set forth on pages 8 through 12 of the Company's proxy statement for the Annual Meeting of Shareholders to be held on April 27, 2004, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners of Management and Related Shareholder Matters Information required by this Item is set forth on pages 1,2, 11 and 12 of the Company's proxy statement for the Annual Meeting of Shareholders to be held on April 27, 2004, and is incorporated herein by reference. -6- Item 13. Certain Relationships and Related Transactions Information required by this Item is set forth on pages 11 and 12 of the Company's proxy statement for the Annual Meeting of Shareholders to be held on April 27, 2004, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information required by this Item is set forth on page 7 of the Company's proxy statement for the Annual Meeting of Shareholders to be held on April 27, 2004, and is incorporated herein by reference. -7- PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) The following documents are filed as a part of this report:

Page Reference to Annual Report ---------------- 1. Financial Statements - Consolidated Statements of Earnings for the years ended December 31, 2003, 2002 and 2001 9 Consolidated Balance Sheets - December 31, 2003 and 2002 10 Consolidated Statements of Shareholders' Investment for the years ended December 31, 2003, 2002 and 2001 11 Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 12 Notes to Consolidated Financial Statements for the years ended December 31, 2003, 2002 and 2001 13 - 22 Reports of Independent Auditors 23 - 24

Page Reference to Form 10-K ---------------- 2. Financial Statement Schedules for the years ended December 31, 2003, 2002 and 2001 - Schedule II - Valuation and Qualifying Accounts 9 Reports of Independent Auditors 10 - 11 All other schedules have been omitted because of the absence of the conditions under which they are required. 3. Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this report, which is incorporated herein by reference. Each management contract and compensatory plan or arrangement required to be filed as a exhibit to this report is identified in the Exhibit Index by an asterisk following its exhibit number.

(b) Reports on Form 8-K One report on Form 8-K was filed during the fourth quarter of 2003. On October 23, 2003, the Company filed a press release announcing its results for the quarter ended September 30, 2003. -8- SCHEDULE II WEYCO GROUP, INC. VALUATION AND QUALIFYING ACCOUNTS

Deducted from Assets ----------------------------------------------------------- Doubtful Cash Returns and Accounts Discounts Allowances Total ----------- ------------ -------------- ------------- BALANCE, DECEMBER 31, 2000 1,650,000 $ 69,000 $ 1,080,000 $ 2,799,000 Add - Additions charged to earnings 460,972 208,885 6,445,176 7,115,033 Deduct - Charges for purposes for which reserves were established (310,972) (208,885) (6,445,176) (6,965,033) ----------- ------------ -------------- ------------- BALANCE, DECEMBER 31, 2001 $ 1,800,000 $ 69,000 $ 1,080,000 $ 2,949,000 Add - Additions charged to earnings 898,836 251,358 6,786,515 7,936,709 Acquisition - related charges 1,902,375 -- -- 1,902,375 Deduct - Charges for purposes for which reserves were established (1,726,211) (320,358) (6,786,515) (8,833,084) ----------- ------------ -------------- ------------- BALANCE, DECEMBER 31, 2002 $ 2,875,000 $ -- $ 1,080,000 $ 3,955,000 Add - Additions charged to earnings 413,330 -- 5,240,124 5,653,454 Deduct - Charges for purposes for which reserves were established (1,270,330) ( --) (4,615,124) (5,885,454) ----------- ------------ -------------- ------------- BALANCE, DECEMBER 31, 2003 $ 2,018,000 $ -- $ 1,705,000 $ 3,723,000 =========== ============ ============== =============

-9- INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors of Weyco Group, Inc. We have audited the consolidated financial statements of Weyco Group, Inc. and subsidiaries (the "Company") as of December 31, 2003 and 2002, and for the years then ended and have issued our report thereon dated February 20, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph concerning the application of procedures relating to certain disclosures and reclassifications of financial statement amounts related to the 2001 financial statements that were audited by other auditors who have ceased operations); such financial statements and our report are included in your 2003 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the 2003 and 2002 consolidated financial statement schedules of the Company. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such 2003 and 2002 financial statement schedules, when considered in relation to the basic 2003 and 2002 consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. The consolidated financial statement schedule for the year ended December 31, 2001 was audited by other auditors who have ceased operations. Those auditors expressed an opinion, in their report dated February 14, 2002, that such 2001 financial statement schedule fairly states in all material respects the financial data required to be set forth therein in relation to the basic 2001 consolidated financial statements taken as a whole (prior to the disclosures and reclassifications referred to above). DELOITTE & TOUCHE LLP Milwaukee, Wisconsin, February 20, 2004. -10- THE REPORT SET FORTH BELOW IS A COPY OF A PREVIOUSLY ISSUED AUDIT REPORT BY ARTHUR ANDERSEN LLP. THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K. WE WILL NOT BE ABLE TO OBTAIN THE WRITTEN CONSENT OF ARTHUR ANDERSEN LLP AS REQUIRED BY SECTION 7 OF THE SECURITIES ACT OF 1933 FOR OUR REGISTRATION STATEMENTS ON FORM S-8. ACCORDINGLY, INVESTORS WILL NOT BE ABLE TO SUE ARTHUR ANDERSEN LLP PURSUANT TO SECTION 11(a)(4) OF THE SECURITIES ACT WITH RESPECT TO ANY SUCH REGISTRATION STATEMENTS AND, THEREFORE, ULTIMATE RECOVERY ON A SUCCESSFUL CLAIM MAY BE LIMITED. THE ABILITY OF INVESTORS TO RECOVER FROM ARTHUR ANDERSEN LLP MAY ALSO BE LIMITED AS A RESULT OF ARTHUR ANDERSEN LLP'S FINANCIAL CONDITION OR OTHER MATTERS RESULTING FROM THE VARIOUS CIVIL AND CRIMINAL LAWSUITS AGAINST THAT FIRM. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Weyco Group, Inc.'s Annual Report to Shareholders included and incorporated by reference in this Form 10-K, and have issued our report thereon dated February 14, 2002, except for Note 15, as to which the date is March 3, 2002. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the index at item 14(a)(2) is the responsibility of the company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, February 14, 2002. -11- EXHIBIT INDEX

Incorporated Herein Exhibit Description By Reference To ------- ----------- --------------- 2.1 Asset Purchase Agreement, Florsheim Exhibit 2.1 to Form Group, Inc., dated March 3, 2002 10-K for Year Ended December 31, 2001 3.1 Articles of Incorporation as Restated Exhibit 3.1 to Form August 29, 1961, and Last Amended 10-K for Year Ended April 25, 1990 December 31, 1990 3.2 Bylaws as Revised January 21, 1991 Exhibit 3.2 to Form and Last Amended January 28, 2002 10-K for Year Ended December 31, 2001 10.1* Consulting Agreement - Thomas W. Exhibit 10.1 to Form Florsheim, dated December 28, 2000 10-K for Year Ended December 31, 2001 10.2* Employment Agreement - Thomas W. Exhibit 10.2 to Form Florsheim, Jr., dated January 1, 1997, 10-K for Year Ended as amended January 1, 1999 and December 31, 1996, and January 1, 2004 Amendment No. 1 filed as Exhibit 10.2 to Form 10-K for Year Ended December 31, 1998, and Amendment No. 2 filed as Exhibit 10.2 with this 10-K 10.3* Employment Agreement - John W. Exhibit 10.3 to Form Florsheim, dated January 1, 1997, 10-K for Year Ended as amended January 1, 1999 and December 31, 1996, and January 1, 2004 Amendment No. 1 filed as Exhibit 10.3 to Form 10-K for Year Ended December 31, 1998 and Amendment No. 2 filed as Exhibit 10.3 with this 10-K 10.4* Restated and Amended Deferred Exhibit 10.3 to Form Compensation Agreement - Thomas W. 10-K for Year Ended Florsheim, dated December 1, 1995 December 31, 1995 10.5* Restated and Amended Deferred Exhibit 10.4 to Form Compensation Agreement - Robert 10-K for Year Ended Feitler, dated December 1, 1995 December 31, 1995 10.6* Excess Benefits Plan - Restated Effective Exhibit 10.6 to Form as of January 1, 1989 10-K for Year Ended December 31, 1991

-12- EXHIBIT INDEX (cont.)

Incorporated Herein Exhibit Description By Reference To ------- ----------- --------------- 10.7* Pension Plan - Amended and Restated Exhibit 10.7 to Form Effective January 1, 1989 10-K for Year Ended December 31, 1991 10.8* Deferred Compensation Plan - Effective Exhibit 10.8 to Form as of January 1, 1989 10-K for Year Ended December 31, 1991 10.10* Death Benefit Plan Agreement - Exhibit 10.10 to Form Thomas W. Florsheim, dated 10-K for Year Ended November 8, 1993 December 31, 1993 10.12* 1996 Nonqualified Stock Option Plan Exhibit 10.12 to Form 10-K for Year Ended December 31, 1995 10.13* 1997 Stock Option Plan Exhibit 10.13 to Form 10-K for Year Ended December 31, 1997 10.14* Change of Control Agreement Exhibit 10.14 to Form John Wittkowske, dated 10-K for Year Ended January 26, 1998 December 31, 1997 10.15* Change of Control Agreement Exhibit 10.15 to Form Peter S. Grossman, dated 10-K for Year Ended January 26, 1998 December 31, 1997 10.16* Change of Control Agreement Exhibit 10.16 to Form James F. Gorman, dated 10-K for Year Ended January 26, 1998 December 31, 1997 10.17* Change of Control Agreement Exhibit 10.17 to Form David N. Couper, dated 10-K for Year Ended January 26, 1998 December 31, 1997 13 Annual Report to Shareholders 21 Subsidiaries of the Registrant

-13- EXHIBIT INDEX (cont.)

Incorporated Herein Exhibit Description By Reference To ------- ----------- --------------- 23.1 Independent Auditors' Consent Dated March 11, 2004 31.1 Certification of Principal Executive Officer 31.2 Certification of Principal Financial Officer 32.1 Section 906 Certification of Chief Executive Officer 32.2 Section 906 Certification of Chief Financial Officer *Management contract or compensatory plan or arrangement

-14- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. WEYCO GROUP, INC. (Registrant) By /s/ John Wittkowske March 12, 2004 --------------------------------------------------- John Wittkowske, Senior Vice President - Chief Financial Officer Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas W. Florsheim, Jr., John W. Florsheim, and John Wittkowske, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures and Titles Date --------------------- ---- /s/ Thomas W. Florsheim March 12, 2004 -------------------------------------------------------------- ------------------------------- Thomas W. Florsheim, Chairman Emeritus /s/ Thomas W. Florsheim, Jr. March 12, 2004 -------------------------------------------------------------- ------------------------------- Thomas W. Florsheim, Jr., Chairman of the Board and Chief Executive Officer /s/ John W. Florsheim March 12, 2004 -------------------------------------------------------------- ------------------------------- John W. Florsheim, President and Chief Operating Officer and Director /s/ John Wittkowske March 12, 2004 -------------------------------------------------------------- ------------------------------- John Wittkowske, Senior Vice President, Chief Financial Officer and Secretary (Principal Accounting Officer) /s/ Virgis W. Colbert March 12, 2004 -------------------------------------------------------------- ------------------------------- Virgis W. Colbert, Director /s/ Robert Feitler March 12, 2004 -------------------------------------------------------------- ------------------------------- Robert Feitler, Director /s/ Leonard J. Goldstein March 12, 2004 -------------------------------------------------------------- ------------------------------- Leonard J. Goldstein, Director /s/ Frederick P. Stratton, Jr. March 12, 2004 -------------------------------------------------------------- ------------------------------- Frederick P. Stratton, Jr., Director

-15-