SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q
AMENDMENT NO. 1

TO

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the third twelve week accounting period ended September 11, 1999

OR

[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission File Number: 1-6024

WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware	38-1185150	
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)	
 	 	
9341 Courtland Drive, Rockford, Michigan	49351	
(Address of Principal Executive Offices)	(Zip Code)	

(616) 866-5500
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes    X          No         

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

There were 44,418,335 shares of Common Stock, $1 par value, outstanding as of October 19, 1999, of which 3,120,928 shares are held as Treasury Stock.

This Amendment No. 1 to Form 10-Q is filed solely for the purpose of correcting a typographical error in the Consolidated Statements of Cash Flows included in the financial statements filed as part of this report.

2

PART I. FINANCIAL INFORMATION

ITEM 1.      Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Thousands of dollars)

 	September 11	 	January 2,	 	September 12,	
 	1999	 	1999	 	1998	
 	(Unaudited)

	 	(Audited)

	 	(Unaudited)

	
ASSETS	 	 	 	 	 	
 	 	 	 	 	 	
CURRENT ASSETS	 	 	 	 	 	
    Cash and cash equivalents	$    7,639	 	$    6,203	 	$    8,853	
    Accounts receivable, less allowances	 	 	 	 	 	
        September 11, 1999 - $6,656	 	 	 	 	 	
        January 2, 1999 - $5,896	 	 	 	 	 	
        September 12, 1998 - $8,621	181,525	 	152,110	 	159,100	
    Inventories:	 	 	 	 	 	
        Finished products	145,253	 	113,923	 	131,467	
        Raw materials and work in process	44,720

	 	53,116

	 	46,067

	
 	189,973	 	167,039	 	177,534	
 	 	 	 	 	 	
    Other current assets	10,139

	 	15,626

	 	10,381

	
 	 	 	 	 	 	
TOTAL CURRENT ASSETS	389,276	 	340,978	 	355,868	
 	 	 	 	 	 	
PROPERTY, PLANT & EQUIPMENT	 	 	 	 	 	
    Gross cost	208,919	 	194,374	 	184,594	
    Less accumulated depreciation	92,436

	 	83,239

	 	80,274

	
 	116,483	 	111,135	 	104,320	
 	 	 	 	 	 	
OTHER ASSETS	68,518

	 	69,365

	 	60,881

	
 	 	 	 	 	 	
TOTAL ASSETS	$574,277

	 	$521,478

	 	$521,069

	

See notes to consolidated condensed financial statements.

3

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS - Continued

(Thousands of dollars)

 	September 11	 	January 2,	 	September 12,	
 	1999	 	1999	 	1998	
 	(Unaudited)

	 	(Audited)

	 	(Unaudited)

	
LIABILITIES AND STOCKHOLDERS' EQUITY	 	 	 	 	 	
 	 	 	 	 	 	
CURRENT LIABILITIES	 	 	 	 	 	
    Notes payable to banks	$        500	 	$    6,546	 	$    7,896	
    Accounts payable and other accrued liabilities	48,670	 	40,161	 	47,018	
    Current maturities of long-term debt	4,351

	 	4,561

	 	4,417

	
TOTAL CURRENT LIABILITIES	53,521	 	51,268	 	59,331	
 	 	 	 	 	 	
LONG-TERM DEBT (less current maturities)	196,745	 	157,089	 	153,505	
 	 	 	 	 	 	
OTHER NONCURRENT LIABILITIES	11,538	 	12,801	 	11,904	
 	 	 	 	 	 	
STOCKHOLDERS' EQUITY	 	 	 	 	 	
    Common Stock - par value $1, authorized	 	 	 	 	 	
        80,000,000 shares; shares issued	 	 	 	 	 	
        (including shares in treasury):	 	 	 	 	 	
            September 11, 1999 - 44,416,294 shares	 	 	 	 	 	
            January 2, 1999 - 43,832,070 shares	 	 	 	 	 	
            September 12, 1998 - 43,802,049 shares	44,416	 	43,832	 	43,802	
    Additional paid-in capital	77,195	 	72,825	 	71,324	
    Retained earnings	236,525	 	227,829	 	213,668	
    Accumulated other comprehensive income	(894)	 	(1,014)	 	(156)	
    Unearned compensation	(7,065)	 	(6,731)	 	(7,708)	
    Cost of shares in treasury:	 	 	 	 	 	
        September 11, 1999 - 3,120,928 shares	 	 	 	 	 	
        January 2, 1999 - 3,067,177 shares	 	 	 	 	 	
        September 12, 1998 - 1,829,147 shares	(37,704)

	 	(37,153)

	 	(24,601)

	
 	 	 	 	 	 	
TOTAL STOCKHOLDERS' EQUITY	312,473

	 	300,320

	 	296,329

	
 	 	 	 	 	 	
TOTAL LIABILITIES AND	 	 	 	 	 	
    STOCKHOLDERS' EQUITY	$574,277

	 	$521,478

	 	$521,069

	

(   ) - Denotes deduction.
See notes to consolidated condensed financial statements.

4

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS
OF OPERATIONS

(Thousands of dollars, except shares and per share data)
(Unaudited)
 	12 Weeks Ended

	 	36 Weeks Ended

	
 	September 11,	September 12,	September 11,	September 12,	
 	1999

	 	1998

	 	1999

	 	1998

	
 	 	 	 	 	 	 	 	
NET SALES AND OTHER	 	 	 	 	 	 	 	
    OPERATING INCOME	$170,482	 	$164,486	 	$438,119	 	$455,002	
 	 	 	 	 	 	 	 	
Cost of products sold	119,025

	 	112,766

	 	308,314

	 	309,653

	
GROSS MARGIN	51,457	 	51,720	 	129,805	 	145,349	
 	 	 	 	 	 	 	 	
Selling and administrative expenses	31,741

	 	33,324

	 	103,493

	 	100,384

	
OPERATING INCOME	19,716	 	18,396	 	26,312	 	44,965	
 	 	 	 	 	 	 	 	
OTHER EXPENSES (INCOME):	 	 	 	 	 	 	 	
    Interest expense	2,507	 	2,231	 	7,338	 	5,953	
    Interest income	(55)	 	(92)	 	(506)	 	(622)	
    Other - net	(9)

	 	(27)

	 	872

	 	27

	
 	2,443

	 	2,166

	 	7,704

	 	5,358

	
 	 	 	 	 	 	 	 	
EARNINGS BEFORE	 	 	 	 	 	 	 	
    INCOME TAXES	17,273	 	16,230	 	18,608	 	39,607	
 	 	 	 	 	 	 	 	
Income taxes	5,752

	 	5,399

	 	6,196

	 	13,233

	
 	 	 	 	 	 	 	 	
NET EARNINGS	$  11,521

	 	$  10,831

	 	$  12,412

	 	$  26,374

	
 	 	 	 	 	 	 	 	
EARNINGS PER SHARE:	 	 	 	 	 	 	 	
    Basic	$       .29

	 	$       .26

	 	$       .31

	 	$       .63

	
    Diluted	$       .28

	 	$       .25

	 	$       .30

	 	$       .61

	
 	 	 	 	 	 	 	 	
CASH DIVIDENDS PER SHARE	$   .0300

	 	$   .0275

	 	$   .0900

	 	$   .0825

	
 	 	 	 	 	 	 	 	
SHARES USED FOR NET EARNINGS	 	 	 	 	 	 	 	
    PER SHARE COMPUTATION:	 	 	 	 	 	 	 	
        Basic	40,364,820

	 	42,069,486

	 	40,215,686

	 	42,039,921

	
        Diluted	41,669,724

	 	43,346,374

	 	41,451,064

	 	43,581,795

	

See notes to consolidated condensed financial statements.

5

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Thousands of dollars)
(Unaudited)
 	36 Weeks Ended

	
 	September 11,	 	September 12,	
 	1999

	 	1998

	
 	 	 	 	
OPERATING ACTIVITIES	 	 	 	
    Net earnings	$12,412	 	$26,374	
    Depreciation, amortization and other non-cash items	4,562	 	2,746	
    Unearned compensation	1,996	 	1,809	
    Russian restructuring charge	14,000	 	 	
    Changes in operating assets and liabilities:	 	 	 	
        Accounts receivable	(31,615)	 	(21,034)	
        Inventories	(29,834)	 	(33,700)	
        Other current assets	4,587	 	5,812	
        Accounts payable and other accrued liabilities	8,009

	 	(10,209)

	
 	 	 	 	
NET CASH USED IN OPERATING ACTIVITIES      	(15,883)	 	(28,202)	
 	 	 	 	
FINANCING ACTIVITIES	 	 	 	
    Proceeds from long-term borrowings	60,004	 	85,429	
    Payments of long-term borrowings	(20,558)	 	(21,771)	
    Proceeds from short-term borrowings	1,080	 	11,734	
    Payments of short-term borrowings	(7,126)	 	(7,089)	
    Cash dividends	(3,716)	 	(3,500)	
    Purchase of common stock for treasury	(551)	 	(10,432)	
    Proceeds from shares issued under employee stock plans	1,892

	 	(259)

	
 	 	 	 	
NET CASH PROVIDED BY FINANCING ACTIVITIES      	31,025	 	54,112	
 	 	 	 	
INVESTING ACTIVITIES	 	 	 	
    Additions to property, plant and equipment	(14,545)	 	(21,788)	
    Net increase in notes receivable	 	 	(282)	
    Other	839

	 	(755)

	
 	 	 	 	
NET CASH USED IN INVESTING ACTIVITIES      	(13,706)

	 	(22,825)

	
 	 	 	 	
INCREASE IN CASH AND CASH EQUIVALENTS	1,436	 	3,085	
Cash and cash equivalents at beginning of the year	6,203

	 	5,768

	
 	 	 	 	
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$  7,639

	 	$  8,853

	

(   ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.

6

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 11, 1999 and September 12, 1998

NOTE A - Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999. Certain amounts previously reported in 1998 have been reclassified to conform with the presentation used in 1999.

NOTE B - Fluctuations

The Company's sales are seasonal. Seasonal sales patterns and the fact that the fourth quarter has sixteen or seventeen weeks as compared to twelve weeks in each of the first three quarters cause significant differences in sales and earnings from quarter to quarter. These differences, however, have followed a consistent pattern each year.

NOTE C - Restructuring Charge

As a result of the continued deterioration in Russian economic and political conditions, the Company approved a plan in the second quarter of 1999 to close its Russian wholesale footwear business. In connection with the closure, the Company recorded a non-recurring, non-cash pre-tax charge to earnings of $14.0 million, of which $6.9 million is reflected in a write-down in cost of goods sold for inventory, $6.6 million is reflected in selling and administrative expenses for goodwill, bad debt, severance, and other restructuring expenses, and $0.5 million is reflected in other expense for the disposal of fixed assets. The $14.0 million pre-tax restructuring charge resulted in a reduction of net earnings of $0.23 per share after-tax for the twenty-four weeks ended June 19, 1999. As of September 11, 1999, $7.0 million has been charged against the restructuring reserve. The Company expects to complete the liquidation and exit the business by the end of 1999.

NOTE D - Earnings Per Share

The following table sets forth the reconciliation of weighted average shares used in the computation of basic and diluted earnings per share:
 	Quarter Ended

	 	36-Weeks Ended

	
 	Sept 11,	 	Sept 12,	 	Sept 11,	 	Sept 12,	
 	1999

	 	1998

	 	1999

	 	1998

	
Weighted average shares outstanding	41,256,523	 	42,777,021	 	41,079,790	 	42,754,646	
Adjustment for nonvested common stock	(891,703)

	 	(707,535)

	 	(864,104)

	 	(714,725)

	
Denominator for basic earnings per share	40,364,820	 	42,069,486	 	40,215,686	 	42,039,921	
Effect of dilutive stock options	413,201	 	569,353	 	371,274	 	827,149	
Adjustment for nonvested common stock	891,703

	 	707,535

	 	864,104

	 	714,725

	
Denominator for diluted earnings per share	41,669,724

	 	43,346,374

	 	41,451,064

	 	43,581,795

	

NOTE E - Comprehensive Income

Total comprehensive income totaled $11,831,000 and $12,532,000 for the third quarter and 36-week period of 1999, respectively. Total comprehensive income was $10,775,000 and $26,286,000, for the third quarter and 36-week period of 1998, respectively. In addition to net earnings, comprehensive income included foreign currency translation gains of $310,000 and $120,000 for the third quarter and 36-week period of 1999, respectively, and losses of $56,000 and $88,000 for the third quarter and 36-week period of 1998, respectively.

7

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 11, 1999 and September 12, 1998

NOTE F - Business Segments

The Company has one reportable segment that is engaged in the manufacture and marketing of branded footwear to the retail sector, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes and work shoes. Revenues of this segment are derived from the sale of branded footwear products to external customers and the Company's retail division as well as royalty income from the licensing of the Company's trademarks and brand names to licensees. The business units comprising the branded footwear segment manufacture or source, market and distribute products in a similar manner. Branded footwear is distributed through wholesale channels and under licensing and distributor arrangements.

The other business units in the following table consist of the Company's retail, tannery and pigskin procurement operations. The Company operated 58 domestic retail stores at September 11, 1999 that sell Company-manufactured or sourced products and footwear manufactured by unaffiliated companies. The other business units distribute products through retail and wholesale channels.

There have been no changes in the way the Company measures segment profits or in its basis of segmentation since the year ended January 2, 1999.

Business segment information is as follows (in thousands of dollars):
 	Branded
Footwear

	Other
Businesses

	
Corporate

	
Consolidated

	
 	Quarter ended September 11, 1999

	
Net sales and other operating income	 	 	 	 	
 	from external customers	$154,028	$16,454	  	$170,482	
Intersegment sales	4,898	1,384	  	 6,282	
Earnings before income taxes	14,785	1,517	$971	 17,273	
 	 	 	 	 	
 	36 weeks ended September 11, 1999

	
Net sales and other operating income	 	 	 	 	
 	from external customers	$390,055	$48,064	  	$438,119	
Intersegment sales	11,089	3,870	  	 14,959	
Earnings before income taxes	13,631	4,348	$629	 18,608	

 	Quarter ended September 12, 1998

	
Net sales and other operating income	 	 	 	 	
 	from external customers	$149,740	$14,746	  	$164,486	
Intersegment sales	5,030	2,307	  	 7,337	
Earnings before income taxes	14,288	 558	$1,383	 16,230	
 	 	 	 	 	
 	36 weeks ended September 12, 1998

	
Net sales and other operating income	 	 	 	 	
 	from external customers	$406,211	$48,791	  	$455,002	
Intersegment sales	13,569	6,394	  	19,963	
Earnings before income taxes	34,043	3,942	$1,622	 39,607	

8

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 	WOLVERINE WORLD WIDE, INC.	
 	AND SUBSIDIARIES	

 	
November 2, 1999          	/s/ Stephen L. Gulis, Jr.

	
Date	Stephen L. Gulis, Jr.	
 	Executive Vice President, Chief Financial Officer and	
 	    Treasurer	
 	(Principal Financial Officer and Duly Authorized Signatory	
 	    for Registrant)	

9

EXHIBIT INDEX
Exhibit	 	
Number	Document	
 	
3.1	Certificate of Incorporation, as amended. Previously filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997. Here incorporated by reference.	
 	
3.2	Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999. Here incorporated by reference.	
 	
27	Financial Data Schedule. Previously filed.