FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2009
Wolverine World Wide, Inc.
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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001-06024
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38-1185150 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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9341 Courtland Drive |
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Rockford, Michigan
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49351 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (616) 866-5500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.05 Costs Associated with Exit or Disposal Activities.
On January 7, 2009, the Board of Directors of Wolverine World Wide, Inc. approved managements
recommendation to implement a strategic restructuring initiative. This initiative will allow the
Company to create significant operating efficiencies, improve its supply chain, and create a
stronger global brand platform.
The Company has provided preliminary estimated ranges for expected costs and benefits and will
provide further disclosure as appropriate.
In 2009, the implementation costs to consolidate key manufacturing, distribution and global
operations functions are estimated to range from $31 million to $36 million. Approximately $9
million to $10 million of this estimate represents non-cash charges. Continuing annualized pretax
benefits are estimated to be $17 million to $19 million. The strategic restructuring initiative is
expected to be completed in 2009.
The ranges of pretax charges by major category that are expected in connection with the
restructuring plan are summarized in the following table:
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Estimated Range |
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(in millions) |
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Severance and employee-related costs |
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$ |
14 |
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$ |
15 |
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Non-cash charges related to property and equipment |
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9 |
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10 |
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Facility exit costs |
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5 |
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6 |
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Consulting and other costs |
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2 |
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3 |
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Other transition costs |
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1 |
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2 |
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Total charges |
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$ |
31 |
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$ |
36 |
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On January 8, 2009 the Company issued a press release announcing this restructuring initiative. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
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99.1 |
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Press Release dated January 8, 2009 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 8, 2009
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WOLVERINE WORLD WIDE, INC.
(Registrant) |
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/s/ Donald T. Grimes
Donald T. Grimes
Senior Vice President, Chief Financial Officer and
Treasurer
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-3-
EXHIBIT INDEX
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Exhibit Number |
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Document |
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99.1
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Press Release dated January 8, 2009 |
EX-99.1
EXHIBIT 99.1
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WOLVERINE WORLD WIDE, INC.
9341 Courtland Drive, Rockford, MI 49351
Phone (616) 866-5500; FAX (616) 866-0257 |
CONTACT: CHRISTI COWDIN
(616) 866-6271
WOLVERINE WORLD WIDE, INC. ANNOUNCES
STRATEGIC RESTRUCTURING PLAN
Consolidation of Certain Operations and Reduction of Staffing and Fixed Costs Expected to Result in
Annualized Pretax Benefit of $17 Million to $19 Million
Rockford, Michigan, January 8, 2009 Wolverine World Wide, Inc. (NYSE: WWW) today announced a
strategic restructuring plan designed to create significant operating efficiencies, improve its
supply chain and create a stronger global brand platform. This plan represents the second phase of
a top-to-bottom strategic review of the Companys branded businesses and related infrastructure.
The first phase of this review resulted in Wolverines decision over a year ago to exit several
non-core businesses.
The restructuring plan includes: consolidation of key distribution and global operations functions;
realignment of the Companys domestic manufacturing operations; consideration of a range of
alternatives for the Company-owned leather business; and a corporate cost-reduction program. The
Company estimates pretax charges related to the restructuring plan will range from $31 million to
$36 million. The Company will record these charges throughout 2009 as it executes specific
initiatives. Approximately $9 million to $10 million of this estimate represents non-cash charges.
When fully implemented, the Company expects the restructuring plan will result in a net reduction
of approximately 450 positions and will generate an annualized pretax benefit in the range of $17
million to $19 million.
Strong and resilient companies continually assess their operating model and related
infrastructure, and make changes to stay ahead of the curve, said Blake W. Krueger, Chief
Executive Officer and President. The initiatives announced today position Wolverine for continued
success by improving our supply chain, enhancing customer responsiveness and streamlining our
operations. As a Company, we pride ourselves on our strong team and do not take these workforce
and cost reductions lightly. We will ensure that all those impacted will be treated with the
utmost respect and receive our assistance with their transition.
Wolverine is a dynamic global company with a 125-year heritage, and we have the right brands, the
right products and the right team to weather the current economic storm and emerge as a more
powerful force in our industry. We are confident that the restructuring plan announced today is
the right balance of actions, and positions the Company well for future growth.
The specific action items included in this global restructuring initiative include:
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Realigning U.S. manufacturing operations to better support Bates military footwear
production. |
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Consolidating North American distribution operations into existing Michigan warehouses
and consolidating the Companys European distribution operations into one facility. |
- more -
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Evaluating strategic alternatives for the Companys leather business, which will likely
result in the outsourcing of leather processing and the closure of its Rockford,
Michigan-based tanning facility. |
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Implementing workforce reductions among both salaried and hourly staff in order to focus
business processes and improve overall efficiency. |
In addition to the actions noted above, the Company is reducing other operating costs to better
align its infrastructure with current and anticipated business conditions, including freezing
salaries for non-union employees.
The ranges of pretax charges by major category that are expected in connection with the
restructuring plan are summarized in the following table:
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Estimated Range |
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(in millions) |
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Severance and employee-related costs |
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$ |
14 |
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$ |
15 |
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Non-cash charges related to property and equipment |
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9 |
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10 |
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Facility exit costs |
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5 |
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6 |
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Consulting and other costs |
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2 |
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3 |
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Other non-recurring transition costs |
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1 |
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2 |
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Total charges |
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$ |
31 |
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$ |
36 |
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Charges associated with the strategic restructuring initiative will be incurred in and recorded
over the course of 2009 as specific initiatives are executed, the estimated timing of which is
summarized in the following table:
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Estimated Range |
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(in millions) |
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First Quarter 2009 |
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$ |
14 |
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16 |
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Second Quarter 2009 |
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8 |
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9 |
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Third Quarter 2009 |
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3 |
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4 |
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Fourth Quarter 2009 |
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6 |
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7 |
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Total charges |
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$ |
31 |
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$ |
36 |
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Krueger concluded, Wolverine is very strong financially and has a solid balance sheet. We have
consistently delivered exceptional financial results, posting record revenue and earnings per share
for each of the last seven years, and have generated strong cash flow from operations during that
same period. We believe the actions taken today will not only improve our operating model but also
strengthen our market position globally.
The Company will host a conference call at 11:00 a.m. EST today to discuss this comprehensive
restructuring plan. To listen to the call at the Companys website, go to wolverineworldwide.com,
click on Investors in the navigation bar, and then click Webcast from the top navigation bar of
the Investors page. To listen to the webcast, your computer must have Windows Media Player,
which can be downloaded for free on the Wolverine World Wide website. In addition, the conference
call can be heard at www.streetevents.com. A replay of the call will be available at the Companys
website through January 15, 2009.
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With a commitment to service and product excellence, Wolverine World Wide, Inc. is one of the
worlds leading marketers of branded casual, active lifestyle, work, outdoor sport and uniform
footwear and apparel. The Companys portfolio of highly recognized brands includes:
Bates®, Hush Puppies®, Merrell®, Sebago® and
Wolverine®. The Company is also the exclusive footwear licensee of popular brands
including CAT®, Harley-Davidson® and
Patagonia®. The Companys products are carried by leading retailers in the U.S.
and globally in nearly 200 countries and territories. For additional information, please visit our
website, www.wolverineworldwide.com.
This press release contains forward-looking statements, including those relating to the projected
annualized pretax benefits and the amount and timing of pretax charges associated with the
Companys 2009 strategic restructuring plan. In addition, words such as estimates, expects,
intends, should, will, variations of such words and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions (Risk Factors) that are difficult to predict
with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and
outcomes may materially differ from what may be expressed or forecasted in such forward-looking
statements. Risk Factors include, among others: the Companys ability to successfully implement
the 2009 strategic restructuring plan; changes in duty structures in countries of import and export
including anti-dumping measures in Europe with respect to leather footwear imported from China and
Vietnam and safety footwear imported from China and India; trade defense actions by countries;
changes in consumer preferences or spending patterns; cancellation of orders for future delivery;
changes in planned customer demand, re-orders or at-once orders; the availability and pricing of
foreign footwear factory capacity; reliance on foreign sourcing; regulatory or other changes
affecting the supply of materials used in manufacturing; the availability of power, labor and
resources in key foreign sourcing countries, including China; the impact of competition and
pricing; the impact of changes in the value of foreign currencies, including the Chinese Yuan, and
the relative value to the U.S. Dollar; integration and operation of newly acquired and licensed
businesses; the development of new initiatives; the development of apparel; retail buying patterns;
consolidation in the retail sector; changes in economic and market conditions; acts and effects of
war and terrorism; weather; and additional factors discussed in the Companys reports filed with
the Securities and Exchange Commission and exhibits thereto. Other Risk Factors exist, and new Risk
Factors emerge from time to time that may cause actual results to differ materially from those
contained in any forward-looking statements. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a prediction of actual results.
Furthermore, the Company undertakes no obligation to update, amend or clarify forward-looking
statements.
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