Commission No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WOLVERINE WORLD WIDE, INC.
(Exact name of issuer as specified in its charter)
Delaware 38-1185150
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9341 Courtland Drive, Rockford, Michigan 49351
(Address of principal executive offices)
WOLVERINE WORLD WIDE, INC. 1994 DIRECTORS' STOCK OPTION PLAN
(Full Title of Plan)
Blake W. Krueger
Secretary and General Counsel
9341 Courtland Drive
Rockford, Michigan 49351
(Name and address of agent for service)
(616) 866-5500
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share(3) Price(3) Fee
Common Stock
$1.00 Par Value 120,000(1) $22.625 (2) $2,715,000 (2) $936.21
(1) Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend or certain
other capital adjustments.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The shares that are to be offered on an incentive stock option basis
will be offered at a price of not less than 100% of the fair market
value of the shares of Common Stock of Wolverine World Wide, Inc. (the
"Company"), at the date of the grant of the option. On August 19,
1994, the mean between the high and low sales prices of the
Corporation's Common Stock on the New York Stock Exchange was $22.625.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by
reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock, $1 par
value, which is contained in the Registrant's Registration
Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant (also referred
to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Blake W. Krueger, Secretary and General Counsel of the
Corporation, is also a partner of Warner, Norcross & Judd,
general counsel for the Corporation.
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Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the
Corporation is permitted to indemnify its directors and officers
(among others) against expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such
persons in connection with actions, suits, or proceedings arising
out of that person's acting in a corporate capacity or at the
request of the Corporation if such person acted in good faith and
in a matter he or she reasonably believed to be in or not opposed
to the best interests of the Corporation. That section also
requires that such indemnification be made to the extent that
such person has been successful on the merits or otherwise in
defense of any such action, suit, or proceeding.
Similarly, Article Nine of the Corporation's Certificate of
Incorporation requires the Corporation to indemnify a present or
former director, officer, employee, or agent of the Corporation
against any and all expenses, judgments, fines, and amounts
reasonably incurred in connection with any pending or threatened
action, suit, or proceeding, civil or criminal, in which such
person may become involved by reason of his or her being or
having been a director, officer, employee, or agent of the
Corporation or any firm, corporation, or organization which he or
she served in any capacity at the request of the Corporation. It
is a condition to indemnification in connection with any such
action, suit, or proceeding that such person acted in good faith
and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation and, in criminal
proceedings, had no reasonable cause to believe his or her
conduct was unlawful. Furthermore, where such action, suit, or
proceeding is by or in the right of the Corporation, no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be
liable to the Corporation, unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses.
Termination of an action, suit, or proceeding, civil or criminal,
by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent does not, of itself, create a
presumption that such person did not meet the required standard
of conduct. The determination that a person has or has not met
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the standard of conduct required for indemnification may only be
made by (i) the Board of Directors by a majority of a quorum
consisting of the directors who were not party to such action,
suit, or proceeding, (ii) by written opinion of independent legal
counsel who may be the regular counsel of the Corporation, or
(iii) by the stockholders of the Corporation. These
indemnification rights are expressly declared to be additional to
such other rights to which any officer or director may be
entitled by contract or as a matter of law. The Corporation also
maintains in force a policy of directors and officers liability
insurance.
Wolverine's amended Certificate of Incorporation provides that no
director of the Corporation will be personally liable to the
Corporation or to the stockholders for any breach of fiduciary
duty. The amendment does not affect the liability of a director
for any breach of his or her duty of loyalty, for acts or
omissions not in good faith or that involve intentional
misconduct, for any conduct proscribed under Section 174 of
Delaware's General Corporation Law, or for any transaction from
which the director derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits have been filed as part of this
registration statement:
Exhibit
Number Document
4.1 The Company's Certificate of Incorporation, as
amended, filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year
ended January 2, 1988, is incorporated herein by
reference.
4.2 The Company's Amended and Restated Bylaws, filed
as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 28,
1991, are incorporated herein by reference.
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5 Opinion Regarding Legality of Securities Offered--
Included in Exhibit 23.1 and incorporated herein
by reference.
23.1 Consent of Warner, Norcross & Judd.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
99 Wolverine World Wide, Inc. 1994 Directors' Stock
Option Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereto) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
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securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Rockford, State of Michigan, on this 24th day of August, 1994.
WOLVERINE WORLD WIDE, INC.
By /s/ Blake W. Krueger
Blake W. Krueger
Secretary and General Counsel
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
Geoffrey B. Bloom* President, Chief Executive
Geoffrey B. Bloom Officer, and Director May 17, 1994
Stephen L. Gulis, Jr.* Vice President Finance and May 17, 1994
Stephen L. Gulis, Jr. Corporate Controller
(Principal Financial and
Accounting Officer)
Phillip D. Matthews* Chairman of the Board May 17, 1994
Phillip D. Matthews
Thomas D. Gleason* Vice Chairman of the Board May 16, 1994
Thomas D. Gleason
Daniel T. Carroll* Director May 17, 1994
Daniel T. Carroll
Signature Title Date
David P. Mehney* Director May 16, 1994
David P. Mehney
Stuart J. Northrop* Director May 17, 1994
Stuart J. Northrop
David T. Kollat* Director May 18, 1994
David T. Kollat
Joseph A. Parini* Director May 17, 1994
Joseph A. Parini
*By /s/ Blake W. Krueger
Blake W. Krueger, Secretary and General Counsel
Attorney-in-Fact
Commission No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
WOLVERINE WORLD WIDE, INC.
9341 Courtland Drive
Rockford, Michigan 49351
(616) 866-5500
EXHIBIT INDEX
Exhibit Page
Number Document Number
4.1 The Company's Certificate of Incorporation, as amended, *
filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended January 2, 1988, is
incorporated herein by reference.
4.2 The Company's Amended and Restated Bylaws, filed as an *
exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991, are incorporated
herein by reference.
5 Opinion Regarding Legality of Securities Offered-- *
Included in Exhibit 23.1 and incorporated herein by
reference.
23.1 Consent of Warner, Norcross & Judd.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
99 Wolverine World Wide, Inc. 1994 Directors' Stock Option
Plan.
* Incorporated by reference.
EXHIBIT 99
WOLVERINE WORLD WIDE, INC.
1994 DIRECTORS' STOCK OPTION PLAN
SECTION 1
Establishment of Plan; Purpose of Plan
1.1 Establishment of Plan. The Company hereby establishes the 1994
DIRECTORS' STOCK OPTION PLAN (the "Plan") for its Non-Employee Directors.
The Plan permits the grant of Stock Options that are nonqualified stock
options.
1.2 Purpose of Plan. The purpose of the Plan is to advance the
interests of the Company and its stockholders by attracting and retaining
the services of experienced and knowledgeable Non-Employee Directors and to
provide additional incentive for such Non-Employee Directors to continue to
promote and work for the best interests of the Company and its stockholders
through continuing ownership of the Company's Common Stock.
SECTION 2
Definitions
The following words have the following meanings unless a
different meaning is plainly required by the context:
2.1 "Act" means the Securities Exchange Act of 1934, as amended.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate to administer the
Plan.
2.5 "Common Stock" means the Common Stock of the Company, par value
$1 per share.
2.6 "Company" means Wolverine World Wide, Inc., a Delaware
corporation, and its successors and assigns.
2.7 "Market Value" shall equal the mean of the highest and lowest
sales prices of shares of Common Stock on the New York Stock
Exchange (or any successor exchange that is the primary stock
exchange for trading of Common Stock) on the date of grant, or if
the New York Stock Exchange (or any such successor) is closed on
that date, the last preceding date on which the New York Stock
Exchange (or any such successor) was open for trading and on
which shares of Common Stock were traded.
2.8 "Non-Employee Directors" means directors of the Company who are
not also employees of the Company or any of its subsidiaries.
2.9 "Retirement" means the reaching of mandatory retirement age for a
director as established by the Board, which is currently 70 years
of age.
2.10 "Stock Option" means the right to purchase Common Stock at a
stated price for a specified period of time. For purposes of the
Plan, all Stock Options shall be nonqualified stock options.
SECTION 3
Administration
3.1 Power and Authority. The Committee shall administer the Plan,
shall have full power and authority to interpret the provisions of the Plan
and to supervise the administration of the Plan. All determinations,
interpretations, and selections made by the Committee regarding the Plan
shall be final and conclusive. The Committee shall hold its meetings at
such times and places as it deems advisable. Action may be taken by a
written instrument signed by a majority of the members of the Committee,
and any action so taken shall be fully as effective as if it had been taken
at a meeting duly called and held. The Committee shall make such rules and
regulations for the conduct of its business as it deems advisable. The
members of the Committee shall not be paid any additional fees for their
services.
3.2 Indemnification of Committee Members. Each person who is or has
been a member of the Committee shall be indemnified and held harmless by
the Company from and against any cost, liability, or expense imposed or
incurred in connection with such person's or the Committee's taking or
failing to take any action under the Plan. Each such person shall be
justified in relying on information furnished in connection with the Plan's
administration by any appropriate person or persons.
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SECTION 4
Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in
subsection 4.2, a maximum of 80,000 shares of Common Stock shall be
available for Stock Options under the Plan. Such shares shall be
authorized and may be either unissued or treasury shares.
4.2 Adjustments. If the number of shares of Common Stock outstanding
changes on or after March 10, 1994, by reason of a stock dividend, stock
split, reverse stock split, recapitalization, merger, consolidation,
combination, exchange of shares, or any other change in the corporate
structure or shares of the Company, the number and kind of securities
subject to and reserved under the Plan, including, without limitation, the
number of shares to be granted pursuant to subsection 5.1, together with
applicable exercise prices, shall be appropriately adjusted. No fractional
shares shall be issued pursuant to the Plan, and any fractional shares
resulting from adjustments shall be eliminated from the respective Stock
Options, with an appropriate cash adjustment for the value of any Stock
Options eliminated. If a Stock Option is canceled, surrendered, modified,
exchanged for a substitute Stock Option, or expires or terminates during
the term of the Plan but prior to the exercise or vesting of the Stock
Option in full, the shares subject to but not delivered under such Stock
Option shall be available for other Stock Options.
SECTION 5
Stock Options
5.1 Grant. Subject to adjustment as provided in subsection 4.2, a
Stock Option to purchase 750 shares of Common Stock shall be granted
automatically on the date of the 1994 Annual Meeting of Stockholders and
the date of each annual meeting thereafter to each director of the Company
who is, at the close of each such annual meeting, a Non-Employee Director.
In addition, each Non-Employee Director shall at the time of his or her
initial election or appointment be granted a Stock Option to purchase 3,000
shares of Common Stock. Stock Option grants to Non-Employee Directors
under this Plan are supplemental to and not in replacement of grants of
options under the Company's Directors Stock Option Plan, which was approved
by the stockholders in 1988 (the "1988 Plan"); provided, however, that the
number of shares awarded to a Non-Employee Director pursuant to a Stock
Option under this Plan shall be reduced by the number of shares awarded to
such Non-Employee Director on the same date pursuant to the 1988 Plan such
that no Non-Employee Director receives a combination of options under both
plans to purchase a number of shares that is greater than the number of
shares that would have been subject to Stock Options under this Plan alone
on the applicable date. Stock Options shall be subject to such terms and
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conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion.
5.2 Stock Option Agreements. Stock Options shall be evidenced by
Stock Option agreements containing such terms and conditions, consistent
with the provisions of the Plan, as the Committee shall from time to time
determine. Each Stock Option agreement shall conclusively evidence, by the
Non-Employee Director's signature thereon, that it is the intent of the
Non-Employee Director to continue to serve as a director of the Company for
the remainder of his or her term during which the Stock Option was granted.
5.3 Stock Option Price. The per share Stock Option price shall be
one hundred percent (100%) of the Market Value of the Common Stock on the
date of grant.
5.4 Medium and Time of Payment. The exercise price for each share
purchased pursuant to a Stock Option granted under the Plan shall be
payable in cash or in shares of Common Stock (including Common Stock to be
received upon a simultaneous exercise) or other consideration substantially
equivalent to cash. When appropriate arrangements are made with a broker
or other institution, payment may be made by a properly executed exercise
notice directing delivery of shares to a broker, together with irrevocable
instructions to the broker to deliver promptly to Wolverine the amount of
sale or loan proceeds to pay the exercise price.
5.5 Limits on Exercisability. Stock Options shall be exercisable for
a period not to exceed 10 years from the date of grant. At the time of the
exercise of a Stock Option, the holder of the Stock Option, if requested by
the Committee, must represent to the Company that the shares are being
acquired for investment and not with a view to the distribution thereof.
5.6 Restrictions on Transferability.
(a) General. No Stock Options granted under the Plan may
be sold, exchanged, transferred, pledged, assigned, or otherwise
alienated or hypothecated except by will or the laws of descent
and distribution. All Stock Options granted to a Non-Employee
Director shall be exercisable during the Non-Employee Director's
lifetime only by such Non-Employee Director or the legal
representative acting in the name of the Non-Employee Director.
(b) Other Restrictions. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
the exercise of a Stock Option under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.
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5.7 Termination of Directorship.
(a) General. If a Non-Employee Director ceases to be a
director of the Company for any reason other than the Non-
Employee Director's death, disability, or Retirement, the Non-
Employee Director may exercise his Stock Options only for a
period of three months after such termination of director status.
(b) Death. If a Non-Employee Director dies either while a
director of the Company or after the termination of his or her
directorship, the Stock Option issued to such Non-Employee
Director shall be exercisable by the personal representative of
such Non-Employee Director or other successor to the interest of
the Non-Employee Director for one year after the Non-Employee
Director's death.
(c) Disability. If a Non-Employee Director ceases to be a
director of the Company due to the Non-Employee Director's
disability, the Non-Employee Director may exercise a Stock Option
for a period of one year following such termination of
directorship.
(d) Non-Employee Director Retirement. If a Non-Employee
Director reaches mandatory Retirement age for a director, any
Stock Option granted under the Plan may be exercised during the
remaining term of the Stock Option.
SECTION 6
General Provisions
6.1 No Rights to Awards. Except as otherwise provided in subsection
5.1, no Non-Employee Director or other person shall have any claim to be
granted any Stock Option under the Plan, and there is no obligation of
uniformity of treatment of Non-Employee Directors or holders or
beneficiaries of Stock Options under the Plan. To the extent consistent
with the Plan, the terms and conditions of Stock Options and the
determination of the Committee to grant a waiver or modification of any
Stock Option and the terms and conditions thereof need not be the same with
respect to each Non-Employee Director.
6.2 Compliance With Laws; Listing and Registration of Shares. All
Stock Options granted under the Plan (and all issuances of Common Stock or
other securities under the Plan) shall be subject to all applicable laws,
rules, and regulations, and to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing,
registration, or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
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a condition of, or in connection with, the grant of such Stock Option or
the issue or purchase of shares thereunder, such Stock Option may not be
exercised in whole or in part, or the restrictions on such Stock Option
shall not lapse, unless and until such listing, registration,
qualification, consent, or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
6.3 No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company from adopting or continuing in effect
other or additional compensation arrangements, including the grant of stock
options and other stock-based awards, and such arrangements may be either
generally applicable or applicable only in specific cases.
6.4 No Right to Directorship. The grant of a Stock Option shall not
be construed as giving a Non-Employee Director the right to be retained as
a director of the Company. A Non-Employee Director may be removed from his
or her directorship in accordance with the Company's By-Laws, Certificate
of Incorporation, or applicable law, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any
written agreement with a Non-Employee Director.
6.5 Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Michigan and applicable federal
law.
6.6 Severability. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.
SECTION 7
Amendment
The Board may from time to time amend the Plan as it deems proper
and in the best interests of the Company; provided, however, that the Plan
may not be amended more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security Act, or
the rules thereunder; and provided further, that without stockholder
approval no such amendment shall be effective that would: (a) materially
increase either the benefits to Non-Employee Directors under the Plan or
the number of shares that may be issued under the Plan; (b) modify the
eligibility requirements for participation in the Plan; or (c) require
stockholder approval pursuant to Rule 16b-3 under the Act or the rules of
the New York Stock Exchange or any other exchange upon which the Company's
Common Stock is traded. In addition, no termination, amendment, or
modification of the Plan shall become effective with respect to any Stock
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Option previously granted under the Plan without the prior written consent
of the Non-Employee Director holding such Stock Option, unless such
termination, amendment, or modification operates solely to the benefit of
the Non-Employee Director, except according to the terms of the Plan or the
Stock Option agreement.
SECTION 8
Effective Date and Duration of the Plan
This Plan shall take effect April 21, 1994, subject to approval
by the stockholders at the 1994 Annual Meeting of Stockholders or any
adjournment thereof or at a Special Meeting of Stockholders. Stock Options
granted under the Plan shall not be exercisable prior to such stockholder
approval and shall expire if the stockholders do not approve the Plan at
the 1994 Annual Meeting of Stockholders or any adjournment thereof. The
Board may terminate the Plan at any time and, unless earlier terminated by
the Board, the Plan shall terminate on April 20, 2004. No Stock Option
shall be granted under the Plan after such date.
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EXHIBIT 5 AND 23.1
August 23, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Wolverine World Wide, Inc.
Registration Statement on Form S-8
1994 Directors' Stock Option Plan
Dear Sir or Madam:
We represent Wolverine World Wide, Inc., a Delaware corporation
(the "Corporation") with respect to the above-captioned registration state-
ment on Form S-8 (the "Registration Statement") filed pursuant to the Secu-
rities Act of 1933 (the "Act") to register 120,000 shares of the
Corporation's common stock, $1 par value per share.
As general counsel for the Corporation, we have examined and are
familiar with the Corporation's Certificate of Incorporation, Bylaws, and
other corporate records and documents and have made such further examina-
tion as we have deemed necessary or advisable in order to enable us to
render this opinion. We have also assisted in preparing the Registration
Statement.
Based on the foregoing, we are of the opinion that:
1. The Corporation is a corporation duly organized and validly ex-
isting under the laws of the State of Delaware.
2. The one hundred twenty thousand (120,000) shares of common stock
being registered on Form S-8 under the Act are duly authorized shares, and
when issued pursuant to the Corporation's 1994 Directors' Stock Option Plan
will be legally issued and outstanding, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement on Form S-8 covering the common stock to be issued
pursuant to the Corporation's 1994 Directors' Stock Option Plan.
Very truly yours,
WARNER, NORCROSS & JUDD
By /s/ Blake W. Krueger
Blake W. Krueger
A Partner
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned, in his or her capacity as a director or officer,
or both, as the case may be, of Wolverine World Wide, Inc., does hereby
appoint GEOFFREY B. BLOOM and BLAKE W. KRUEGER, and any of them severally,
his or her true and lawful attorney or attorneys to execute in his or her
name, in his or her capacity as a director of officer, or both, as the case
may be, of Wolverine World Wide, Inc., a Form S-8 Registration Statement of
Wolverine World Wide, Inc. with respect to the issuance of up to 120,000
shares of its Common Stock, $1.00 par value, to be offered in connection
with the Wolverine World Wide, Inc. 1994 Directors' Stock Option Plan, any
and all amendments to such Registration Statement and post-effective amend-
ments thereto, and to file the same with the Securities and Exchange Com-
mission. Each of such attorneys shall have full power and authority to do
and to perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and approving the
acts of such attorneys and each of them.
Signature Title Date
/s/ Phillip D. Matthews Chairman of the Board May 17, 1994
Phillip D. Matthews
/s/ Thomas D. Gleason Vice Chairman of the May 16, 1994
Thomas D. Gleason Board
/s/ Daniel T. Carroll Director May 17, 1994
Daniel T. Carroll
/s/ Stuart J. Northrop Director May 17, 1994
Stuart J. Northrop
/s/ David T. Kollat Director May 18, 1994
David T. Kollat
/s/ David P. Mehney Director May 16, 1994
David P. Mehney
/s/ Joseph A. Parini Director May 17, 1994
Joseph A. Parini
Signature Title Date
/s/ Geoffrey B. Bloom President, Chief Executive May 17, 1994
Geoffrey B. Bloom Officer and Director
/s/ Stephen L. Gulis, Jr. Vice President Finance, May 17, 1994
Stephen L. Gulis, Jr. Principal Financial
Officer and Principal
Accounting Officer
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the Wolverine World Wide, Inc. 1994 Directors'
Stock Option Plan of our report dated February 14, 1994, with respect to
the consolidated financial statements and schedules of Wolverine World
Wide, Inc. and subsidiaries included in its Annual Report (Form 10-K) for
the fiscal year ended January 1, 1994, filed with the Securities and Ex-
change Commission.
Grand Rapids, Michigan By /s/ Ernst & Young LLP
August 18, 1994 Ernst & Young LLP
