<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17,
1996 Registration Statement No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
PAYLESS SHOESOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Missouri 48-0674097
(State of Incorporation) (I.R.S. Employer)
Identification No.)
3231 E. 6th Street, Topeka, Kansas 66607-2207
(Address of Principal Executive Offices) (Zip Code)
PAYLESS SHOESOURCE, INC.
PROFIT SHARING PLAN
(Full Title of Plan)
Ullrich E. Porzig
Chief Financial Officer
PAYLESS SHOESOURCE, INC.
3231 E. 6th Street
Topeka, Kansas 66607-2207
(913) 233-5171
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount of
Title of Being Maximum Maximum Registration
Securities Registered(1) Offering Aggregate Fee(3)
Being Price Per Offering
Registered(1) Share(2) Price(2)
Common Stock
($.01 par 650,000 $18.85 $12,252,500.00 $4,225.00
value) shares
(1) Pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) For purposes of computing the registration fee only pursuant
to Rule 457(h)(i) under the Securities Act of 1993, the
Proposed Maximum Offering Price Per Share is based on the
pro forma book value of the shares as calculated on April
15, 1996.
(3) The registration fee has been established pursuant to
Section 6(b) of the Securities Act of 1933.
<PAGE>
Part I
The Section 10(a) prospectus relating to the Payless ShoeSource,
Inc. Profit Sharing Plan (the "Plan") is omitted from this
Registration Statement pursuant to the Note to the Instructions
to Part I of Form S-8.
I-1
<PAGE>
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 (the "Commission") are hereby incorporated by
reference:
(a) The Registrant's Registration Statement on Form 10 dated
February 23, 1996, as amended through April 15, 1996, (the
"Registration Statement"), filed pursuant to Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")
(b) The description of the Registrant's Common Stock contained
in the Registration Statement; and Registrant's Form of
Amended and Restated Articles of Incorporation (incorporated
herein by reference to Exhibit 3.1 of the Registration
Statement) including any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the
Registrant 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 have been
sold or which deregisters all securities then remaining unsold,
are incorporated by reference in this Registration Statement and
are a part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified and
amended, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Registrant's Amended and Restated Articles of Incorporation
provides that any director or officer of the Registrant who is
made a party to any action, suit or proceeding in connection with
services to the Registrant or its subsidiaries will be
indemnified against expenses, judgments, fines and amounts paid
in settlement to the maximum extent permitted by Missouri Law.
Section 351.355(1) of the General and Business Corporation
Law of Missouri ("MGBCL") provides that a corporation may
indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an
action by or in the right of the corporation, against expenses
(including attorney's fees), judgments, fines and settlement
amounts actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any
criminal action, had no reasonable cause to believe his conduct
was unlawful. Section 351.355(2) of the MGBCL provides that the
corporation may indemnify any such person in any action or suit
by or in the right of the corporation against expenses (including
attorneys' fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest
of the corporation, except that he may not be indemnified in
respect of any matter in which he has been adjudged liable for
negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court. Section 351.355(3)
of the MGBCL provides that a corporation shall indemnify any such
person against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the action, suit or
proceeding if he has been successful in the defense of such
action, suit or proceeding and if such action, suit or proceeding
is one for which the corporation may indemnify him under Section
351.355(1) or (2). Section 351.355(7) of the MGBCL provides that
a corporation shall have the power to give any further indemnify
to any such person, in addition to the indemnify otherwise
authorized under Section 351.355, provided such further indemnify
is either (i) authorized, directed or provided for in the
articles of incorporation of the corporation or any duly adopted
amendment thereof or (ii) is authorized, directed or provided for
in any bylaw or agreement of the corporation which has been
adopted by a vote of the shareowners of the corporation, provided
that no such indemnity shall indemnify any person from or on
account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or
willful. Section 351.355(8) of the MGBCL provides that a
corporation may purchase and maintain insurance on behalf of any
such person.
II-2
<PAGE>
The Registrant plans to enter into indemnification
agreements with each director and certain executive officers of
the Registrant. Generally, each indemnification agreement will
provide, among other things, (i) for indemnification to the
fullest extent permitted by law against all expenses, judgments,
fines, penalties incurred in connection with, and amounts paid in
settlement of, any claim against the indemnified party, provided
it is determined pursuant to the agreement that the indemnitee is
entitled to be indemnified under the applicable standard of
conduct under the MGBCL; (ii) for advancement of expenses to the
indemnitee in connection with the indemnitee's defense of any
threatened or pending claim, provided that if it is determined
pursuant to the agreement that the indemnitee would not be
permitted to be indemnified under applicable law, the Registrant
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for
the benefit of the indemnitee in the event of a potential change
in control of the Registrant which shall be funded from time to
time at the request of the indemnitee in an amount sufficient to
satisfy the Registrant's indemnification obligations under the
agreement; and (iv) that no legal action be brought and no cause
of action be asserted by or on behalf of the Registrant against
the indemnitee after the expiration of the earlier of the
applicable statute of limitations or two years after the date of
accrual of such cause of action. Similar indemnification
agreements may be entered into from time to time with additional
officers of the Registrant. In addition, the Registrant will
purchase a directors and officers liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
4.1 Form of Amended and Restated Articles of
Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 of the Registration
Statement).
4.2 Form of Amended and Restated By-Laws of Registrant
(incorporated herein by reference to Exhibit 3.2 of
the Registration Statement).
4.3 Form of Rights Agreement, dated as of April 2,
1996, to be entered into between Registrant and The
Bank of New York, as Rights Agent, which includes
as Exhibit A thereto, the Form of Rights
Certificate (incorporated herein by reference to
Exhibit 4.1 of the Registration Statement).
II-3
<PAGE>
5 Opinion of Counsel as to the legality of the
securities being registered hereby
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in the opinion filed
as Exhibit 5 to this Registration Statement)
24 Powers of Attorney
99 Payless ShoeSource, Inc. Profit Sharing Plan
(incorporated by reference to Exhibit 10.11 of the
Registration Statement).
Item 9. Undertakings.
(a) The 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 and to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
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.
II-4
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification (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 Act and will be governed by the final
adjudication of such issue.
(d) Pursuant to Item 8(b) of Form S-8, in lieu of (i) an opinion
of counsel concerning the Plan's compliance with the requirements
of ERISA or (ii) an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under Section 401
of the Internal Revenue Code of 1986, as amended, the undersigned
Registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make
all changes required by the IRS to qualify the Plan.
II-5
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 St. Louis, State of
Missouri, on the 17th day of April, 1996.
PAYLESS SHOESOURCE, INC.
By: /s/Richard A. Brickson
Name: Richard A. Brickson
Title: Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
Steven J. Douglass * Director, Chairman of the April 17, 1996
Steven J. Douglass Board and Chief Executive
Officer (Principal
Executive Officer)
Richard A. Jolosky * Director and President April 17, 1996
Richard A. Jolosky
Ullrich E. Porzig * Chief Financial Officer April 17, 1996
Ullrich E. Porzig (Principal Financial and
Accounting Officer)
Thomas A. Hays* Director and Vice April 17, 1996
Thomas A. Hays President
Jerome T. Loeb* Director and Vice April 17, 1996
Jerome T. Loeb President
Richard A. Brickson* Director and Vice April 17, 1996
Richard A. Brickson President and Secretary
Jan R. Kniffen* Director and Vice April 17, 1996
Jan R. Kniffen President
Richard A. Cohen* Director and Vice April 17, 1996
Richard A. Cohen President
* By: /s/Richard A. Brickson
Attorney-in-Fact
II-6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Administrative Subcommittee of the Payless ShoeSource,
Inc. Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 17th day of April, 1996.
Payless ShoeSource, Inc. Profit Sharing Plan
By: /s/Richard A. Brickson
Richard A. Brickson, Member
Administrative Subcommittee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/Donald N. Baxter Member, Administrative April 17, 1996
Donald N. Baxter Subcommittee
/s/Richard A. Brickson Member, Administrative April 17, 1996
Richard A. Brickson Subcommittee
/s/Jan R. Kniffen Member, Administrative April 17, 1996
Jan R. Kniffen Subcommittee
II-7
<PAGE>
EXHIBIT INDEX
4.1 Form of Amended and Restated Articles of
Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 of the Registration
Statement).
4.2 Form of Amended and Restated By-Laws of Registrant
(incorporated herein by reference to Exhibit 3.2 of
the Registration Statement).
4.3 Form of Rights Agreement, dated as of April 2, 1996,
to be entered into between Registrant and The Bank of
New York, as Rights Agent, which includes as Exhibit
A thereto, the Form of Rights Certificate
(incorporated herein by reference to Exhibit 4.1 of
the Registration Statement).
5 Opinion of Counsel as to the legality of the
securities being registered hereby
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in the opinion filed as
Exhibit 5 to this Registration Statement)
24 Powers of Attorney
99 Payless ShoeSource, Inc. Profit Sharing Plan
(incorporated by reference to Exhibit 10.11 of the
Registration Statement).
<PAGE>
EXHIBIT 5
The May Department Stores Company
Office of Legal Counsel
Richard A. Brickson
Secretary and Senior Counsel
April 17, 1996
Payless ShoeSource, Inc.
3231 E. 6th Street
Topeka, Kansas 66607-2207
Re: Common Stock, Par Value $.01 of Payless ShoeSource,
Inc.
Gentlemen:
I am Secretary and Senior Counsel of The May Department
Stores Company, of which Payless ShoeSource, Inc. (the "Company")
is a wholly-owned subsidiary. In that capacity, I have acted as
counsel for the Company with respect to the Registration
Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), which the Company intends to file with the
Securities and Exchange Commission relating to the registration
of 650,000 shares of Common Stock of the Company (the "Shares")
and interests in the Payless ShoeSource, Inc. Profit Sharing Plan
(the "Plan").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of the Plan and such other
documents as I have deemed necessary or appropriate for purposes
of the opinion set forth below. I have assumed the genuineness
of the signatures of all documents examined by me, the
authenticity of all documents submitted to me as originals and
the conformity to all corresponding originals of all documents
submitted to me as copies. As to any facts material to the
opinion set forth below which were not independently established
or verified, I have relied upon statements and representations of
officers and other representatives of the Company and others. In
addition, I have made such examination of law and facts as I
considered necessary in order to form a basis for the opinion set
forth below.
<PAGE>
Based upon the foregoing, I am of the opinion that the
Shares to be issued under the Plan will, when so issued pursuant
to the provisions of the Plan, be validly issued, fully paid and
non-assessable (assuming that, at the time of such issuance, the
Company has a sufficient number of authorized and unissued Shares
available for such issuance).
I am a member of the bar of the State of Missouri and
express no opinion to any matter relating to any law other than
the law of the State of Missouri and the federal laws of the
United States of America.
I consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby
admit that I am within the category of persons whose consent is
required under the Act, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Sincerely yours,
Richard A. Brickson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report dated February 19, 1996, incorporated by
reference in the Payless ShoeSource, Inc. Registration Statement
on Form 10 filed with the Securities and Exchange Commission on
February 23, 1996, as amended through April 15, 1996, and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
1010 Market Street
St. Louis, Missouri 63101-2089
April 17, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 12th day of April, 1996.
/s/Steven J. Douglass
Steven J. Douglass
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 12th day of April, 1996.
/s/Richard A. Jolosky
Richard A. Jolosky
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 12th day of April, 1996.
/s/Ullrich E. Porzig
Ullrich E. Porzig
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 11th day of April, 1996.
/s/Thomas A. Hays
Thomas A. Hays
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 11th day of April, 1996.
/s/Jerome T. Loeb
Jerome T. Loeb
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 11th day of April, 1996.
/s/Richard A. Brickson
Richard A. Brickson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 11th day of April, 1996.
/s/Jan R. Kniffen
Jan R. Kniffen
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Steven J. Douglass, Ullrich E. Porzig,
and Richard A. Brickson, and each or any one of them acting
alone, as his true and lawful attorney-in-fact and agent, with
full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all
registration statements, amendments thereto and post-effective
amendments thereto with respect to the Payless ShoeSource, Inc.
Profit Sharing Plan and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent 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 to perfect and complete such filing(s), as
fully to all the intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute may lawfully do or cause to
be done by virtue thereof.
Dated this 11th day of April, 1996.
/s/Richard A. Cohen
Richard A. Cohen
W:\CO\KMR\PAYLESS\PSS.EDG
