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UNITED STATES 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 (FEE REQUIRED)
For the fiscal year ended December 31, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For transition period from to
----------------------- --------------------------
Commission file number 0-9068
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Weyco Group, Inc.
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(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. $94,393,000.
As of March 3, 2003, there were outstanding 2,913,714 shares of Common Stock and
877,900 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 $101,313,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's Annual Report to Shareholders for the year ended
December 31, 2002, are incorporated by reference in Part II of this report.
Portions of the Corporation's Proxy Statement, dated March 24, 2003, prepared
for the Annual Meeting of Shareholders scheduled for April 22, 2003, 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
manufacture, purchase and distribution of men's footwear. The Company does not
sell women's or children's shoes because these markets differ 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 produced or purchased to meet the needs and desires of the
American male population.
The Company assembles footwear at one manufacturing plant in Wisconsin.
Shoe components, referred to as "uppers," are purchased from outside sources,
generally foreign, and turned into complete shoes by attaching the sole, either
leather or man-made, applying appropriate "finishes" and packing the shoes into
individual cartons, ready for sale. The Company purchases raw materials and shoe
components from many suppliers and is not dependent on any one of them. The
supply of these items is generally plentiful and there are no long-term purchase
commitments. In 2002, approximately 4% of the value of the Company's wholesale
footwear sales were produced in the manufacturing plant.
In addition to the production of footwear at the Company's own
manufacturing plant, complete shoes are purchased from many sources worldwide,
generally in U.S. dollars. These purchases account for the balance of the
Company's wholesale footwear sales. In recent years, domestic production of
men's shoes by the Company and the industry has declined, while imports to the
United States have increased. In 2002, approximately 96% of the footwear sold by
the Company was purchased from overseas suppliers.
-1-
The Company's business is separated into two divisions - wholesale and
retail. Wholesale sales constituted approximately 91% of total sales in 2002 and
96% in 2001 and 2000. 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. 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 and 2000. 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.
Retail sales constituted approximately 9% of total sales in 2002 and 4%
of total sales in 2001 and 2000. 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, 2002, the Company had $62.5 million of backlog
orders, as compared with $40.2 million as of December 31, 2001. The primary
reason for this increase is the addition of the Florsheim backlogs in 2002. The
Company believes these orders are firm, and all orders are expected to be filled
within one year.
As of December 31, 2002, the Company employed approximately 484
persons. Of those 484 employees, approximately 85 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. The
Company is currently in the process of developing the investor relations portion
of its website, www.weycogroup.com, and anticipates that it will be able to
provide these reports electronically in the future.
-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 346,000 100%
Glendale, Wisconsin One story
warehouse
facility Owned 160,000 75%
Beaver Dam, Wisconsin Multistory factory Leased (1) 100,000 75%
Florence, Italy One story office,
warehouse and
distribution facility Leased (1) 9,500 100%
(1) Not material leases.
In addition to the above-described manufacturing, 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 1996 Chairman and Chief Executive
Executive Officer Officer of the 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 39 President, Chief Operating 1996 President, Chief Operating Officer
Officer and Assistant and Assistant Secretary of the
Secretary Company -- 2002 to 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
David N. Couper 54 Vice President 1981 Vice President of the Company --
1981 to present
James F. Gorman 59 Senior Vice President 1975 Senior Vice President of the
Company -- 2002 to present; Vice
President of the Company --
1975 to 2002
Peter S. Grossman 59 Senior Vice President 1971 Senior Vice President of the
Company -- 2002 to present; Vice
President of the Company --
1971 to 2002
John F. Wittkowske 43 Senior Vice President, 1993 Senior Vice President, Chief
Chief Financial Officer Financial Officer and Secretary
and Secretary of the Company -- 2002 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
and Related Shareholder Matters
Information required by this Item is set forth on pages 5, 19 and 25 of
the Annual Report to Shareholders for the year ended December 31,
2002, and is incorporated herein by reference.
Item 6. Selected Financial Data
Information required by this Item is set forth on page 5 of the Annual
Report to Shareholders for the year ended December 31, 2002, and is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Information required by this Item is set forth on pages 6 through 9 of
the Annual Report to Shareholders for the year ended December 31,
2002, 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 9 of the
Annual Report to Shareholders for the year ended December 31, 2002,
and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
Information required by this Item is set forth on pages 10 through 22
of the Annual Report to Shareholders for the year ended December 31,
2002, 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-
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required by this Item is set forth on pages 1
through 4 of the Company's proxy statement for the Annual
Meeting of Shareholders to be held on April 22, 2003, and
is incorporated herein by reference.
Item 11. Executive Compensation
Information required by this Item is set forth on pages 6
through 9 of the Company's proxy statement for the Annual
Meeting of Shareholders to be held on April 22, 2003, 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
and 8 of the Company's proxy statement for the Annual
Meeting of Shareholders to be held on April 22, 2003, and
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information required by this Item is set forth on pages 9 and
10 of the Company's proxy statement for the Annual Meeting
of Shareholders to be held on April 22, 2003, and is
incorporated herein by reference.
Item 14. Controls and Procedures
An evaluation was performed under the supervision and with
the participation of management, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of our
disclosure controls and procedures within 90 days before
the filing date of this annual report. Based on the
evaluation, management, including the CEO and CFO,
concluded that our disclosure controls and procedures are
adequate and effective. There have been no significant
changes in our internal controls or in other factors that
could significantly affect these controls subsequent to
the evaluation, including any corrective actions with
regard to significant deficiencies or material weaknesses.
-6-
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,
2002, 2001 and 2000 10
Consolidated Balance Sheets -
December 31, 2002 and 2001 11
Consolidated Statements of Shareholders'
Investment for the years ended
December 31, 2002, 2001 and 2000 12
Consolidated Statements of Cash Flows
for the years ended December 31,
2002, 2001 and 2000 13
Notes to Consolidated Financial
Statements - December 31, 2002, 2001
and 2000 14 - 22
Reports of Independent Auditors 23 - 24
Page Reference
to Form 10-K
----------------
2. Financial Statement Schedules for the
years ended December 31, 2002,
2001 and 2000 -
Schedule II - Valuation and Qualifying
Accounts 8
Reports of Independent Auditors 9 - 10
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
No reports on Form 8-K were filed during the last
quarter of the period covered by this report.
-7-
SCHEDULE II
WEYCO GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
Deducted from Assets
----------------------------------------------------------
Doubtful Cash Returns and
Accounts Discounts Allowances Total
---------- ---------- ----------- -----------
BALANCE, DECEMBER 31, 1999 $1,650,000 $ 55,000 $ 1,080,000 $ 2,785,000
Add - Additions charged to
earnings 210,328 464,760 7,079,046 7,754,134
Deduct - Charges for purposes for
which reserves were
established (210,328) (450,760) (7,079,046) (7,740,134)
---------- --------- ----------- -----------
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
========== ========= =========== ===========
-8-
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 as of December 31, 2002, and for the year then ended and have
issued our report thereon dated February 20, 2003; such financial statements and
our report are included in your 2002 Annual Report to Shareholders and are
incorporated herein by reference. Our audit also included the 2002 consolidated
financial statement schedule listed in Item 15. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audit. In our opinion, such 2002 financial
statement schedule, when considered in relation to the basic 2002 consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein. The 2001 and 2000 consolidated financial
statement schedules were subjected to auditing procedures by other auditors who
have ceased operations and whose report, dated February 14, 2002, stated that
such information fairly states in all material respects the financial data
required to be set forth therein in relation to the basic 2001 and 2000
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin,
February 20, 2003.
-9-
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.
-10-
CERTIFICATION
I, Thomas W. Florsheim, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Weyco Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/ Thomas W. Florsheim, Jr.
----------------------------
Thomas W. Florsheim, Jr.
Chairman and CEO
-11-
CERTIFICATION
I, John Wittkowske, certify that:
1. I have reviewed this annual report on Form 10-K of Weyco Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/ John Wittkowske
------------------------------
John Wittkowske
Senior Vice President/CFO
-12-
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, 10-K for Year Ended
1997, as amended January 1, 1999 December 31, 1996, and
Amendment No. 1 filed as
Exhibit 10.2 to Form 10-K
for Year Ended December
31, 1998
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 December 31, 1996, and
Amendment No. 1 filed as
Exhibit 10.3 to Form 10-K
for Year Ended December
31, 1998
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 Exhibit 10.6 to Form
Effective as of January 1, 1989 10-K for Year Ended
December 31, 1991
10.7* Pension Plan - Amended and Restated Exhibit 10.7 to Form
Effective January 1, 1989 10-K for Year Ended
December 31, 1991
-13-
EXHIBIT INDEX
Incorporated Herein
Exhibit Description By Reference To
------- ------------------------------------ -------------------------
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
-14-
EXHIBIT INDEX
Incorporated Herein
Exhibit Description By Reference To
------- ------------------------------------ -------------------------
23.1 Independent Auditors' Consent
Dated March 21, 2003
99.1 Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-
Oxley Act of 2002, Thomas W.
Florsheim, Jr.
99.2 Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-
Oxley Act of 2002, John F. Wittkowske
*Management contract or compensatory plan
or arrangement
-15-
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 24, 2003
----------------------------------------------------------------- --------------
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.
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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
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/s/ Thomas W. Florsheim March 24, 2003
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Thomas W. Florsheim, Chairman Emeritus
/s/ Thomas W. Florsheim, Jr. March 24, 2003
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Thomas W. Florsheim, Jr., Chairman of the Board
and Chief Executive Officer
/s/ John W. Florsheim March 24, 2003
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John W. Florsheim, President and Chief
Operating Officer and Director
/s/ John Wittkowske March 24, 2003
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John Wittkowske, Senior Vice President, Chief
Financial Officer and Secretary
(Principal Accounting Officer)
/s/ Virgis W. Colbert March 24, 2003
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Virgis W. Colbert, Director
/s/ Robert Feitler March 24, 2003
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Robert Feitler, Director
/s/ Leonard J. Goldstein March 24, 2003
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Leonard J. Goldstein, Director
/s/ Frederick P. Stratton, Jr. March 24, 2003
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Frederick P. Stratton, Jr., Director
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