<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 4, 1997
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)
William J. Rainey
Senior Vice President and General Counsel
PAYLESS SHOESOURCE, INC.
3231 E. 6th Street
Topeka, Kansas 66607-2207
(913) 233-5171
(Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum
Title of Securities Being Offering Price Aggregate Amount of
Being Registered Registered Per Share Offering Price Registration Fee
Common Stock
($.01 par value)(1) 2,000,000 $46 3/8(2) $62,606,250(2) $18,972
</TABLE>
[FN]
(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) Of these shares, 650,000 shares were covered by Registration Statement
333-02559 and, pursuant to General Instruction E to Form S-8, no fee
is paid with respect to such shares. Pursuant to Rule 457(h) and
457(c) under the Securities Act of 1933, the registration fee for
the
<PAGE>
1,350,000 remaining shares issuable pursuant to the Plan is based on
the average of the high and low prices of the Registrant's common
stock reported on the NYSE composite tape on May 28, 1997.
Part I
The Section 10(a) prospectus relating to the Payless ShoeSource, Inc. Profit
Sharing Plan, as amended (the "Plan") is omitted from this Registration
Statement pursuant to the Note to the Instructions to Part I of Form S-8.
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 Annual Report on Form 10-K for the Fiscal Year
ended February 1, 1997, filed pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since February 1, 1997.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 dated February 23, 1996, as
amended through April 15, 1996; and Registrant's Restated Articles of
Incorporation (incorporated herein by reference to Exhibit 3 of the Registrant's
Quarterly Report on Form 10-Q for the period ended May 4, 1996) including any
amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant or the
Plan 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
2
<PAGE>
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.
William J. Rainey, Senior Vice President and General Counsel of the
Registrant, has given an opinion to the Registrant opining as to the validity of
the Shares of Common Stock to be issued pursuant to the Plan. Mr. Rainey is
eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers.
Registrant's 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(l) 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
3
<PAGE>
351.355(l) or (2). Section 351.355(7) of the MGBCL provides that a corporation
shall have the power to give any further indemnity to any such person, in
addition to the indemnity otherwise authorized under Section 351.355, provided
such further indemnity 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.
The Registrant has entered into indemnification agreements with each
director and certain executive officers of the Registrant. Generally, each
indemnification agreement provides, 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 has purchased a directors and officers
liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
<PAGE>
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3 of the Registration's Quarterly
Report on Form 10-Q for the period ended May 4, 1996).
4.2 Amended and Restated By-Laws of Registrant (incorporated herein
by reference to Exhibit 3.2 of the Registrant's Annual Report on
Form 10-K for Fiscal Year ended February 1, 1997).
4.3 Rights Agreement, dated as of April 2, 1996, 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 Registrant's
Registration Statement on Form 10 dated February 23, 1996, as
amended through April 15, 1996 ("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
99.1 Payless ShoeSource, Inc. Profit Sharing Plan (incorporated herein
by reference to Exhibit 10.11 of the Registrant's Registration
Statement).
* Filed Herewith
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 the Registration Statement or any material change to such
information in the Registration Statement.
5
<PAGE>
(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.
(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.
SIGNATURES
6
<PAGE>
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 Topeka, State of Kansas, on the 2nd day of June,
1997.
PAYLESS SHOESOURCE, INC.
By: /s/ Ullrich E. Porzig
Name: Ullrich E. Porzig
Title: Senior Vice President and
Chief Financial Officer
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
/s/Steven J. Douglass* Director, Chairman of the Board and June 2, 1997
Steven J. Douglass Chief Executive Officer (Principal
Executive officer)
/s/Richard A. Jolosky* Director and President June 2, 1997
Richard A. Jolosky
/s/Ronald A. Cooperman Vice President and Controller June 2, 1997
Ronald A. Cooperman
/s/Howard R. Fricke* Director June 2, 1997
Howard R. Fricke
/s/Thomas A. Hays* Director June 2, 1997
Thomas A. Hays
/s/Michael E. Murphy* Director June 2, 1997
Michael E. Murphy
/s/Richard L. Stark* Director June 2, 1997
Richard L. Stark
7
<PAGE>
* By: /s/ William J. Rainey
William J. Rainey
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Retirement Committee 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 Topeka, State of Kansas,
on the 2nd day of June, 1997.
Payless ShoeSource, Inc. Profit Sharing Plan
By: /s/ Jeffrey A. Long
Name: Jeffrey A. Long
Title: Chairman
Retirement Committee
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/Jed L. Norden* Member, Retirement Committee June 2, 1997
Jed L. Norden
/s/William J. Rainey* Member, Retirement Committee June 2, 1997
William J. Rainey
Ullrich E. Porzig Member, Retirement Committee
/s/Jeffrey A. Long* Member, Retirement Committee June 2, 1997
Jeffrey A. Long
/s/Ronald A. Cooperman* Member, Retirement Committee June 2, 1997
Ronald A. Cooperman
*By:/s/William J.Rainey
William J. Rainey,
Attorney- in- Fact
8
<PAGE>
Exhibit List
4.1 Restated Articles of Incorporation of Registrant (incorporated herein
by reference to Exhibit 3 of the Registration's Quarterly Report on
Form 10-Q for the period ended May 4, 1996).
4.2 Amended and Restated By-Laws of Registrant (incorporated herein by
reference to Exhibit 3.2 of the Registrant's Annual Report on Form
10-K for Fiscal Year ended February 1, 1997).
4.3 Rights Agreement, dated as of April 2, 1996, 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 Registrant's Registration Statement on
Form 10 dated February 23, 1996, as amended through April 15, 1996
("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
99.1 Payless ShoeSource, Inc. Profit Sharing Plan (incorporated herein by
reference to Exhibit 10.11 of the Registrant's Registration Statement).
* Filed Herewith
9
EXHIBIT 5
Payless ShoeSource, Inc.
Office of Legal Counsel
William J. Rainey
Senior Vice President and
General Counsel
June 2, 1997
Payless ShoeSource, Inc.
3231 E. 6th Street
Topeka, Kansas 66607-2207
Gentlemen:
I am Senior Vice President and General Counsel of Payless ShoeSource,
Inc., a Missouri corporation (the "Company"). In that capacity, I have acted as
counsel for the Company in connection with the registration, pursuant to a
registration statement on Form S-8 (the "Registration Statement"), of 2,000,000
shares (the "Shares") of common stock, par value of $.01 per share, of the
Company and interests in the Payless ShoeSource, Inc. Profit Sharing Plan (the
"Plan").
In connection therewith, I or attorneys under my supervision have
examined the originals, or certified, conformed or reproduction copies of:
(i) resolutions of the Board of Directors;
(ii) the Registration Statement;
(iii) the Plan;
(iv) the Restated Articles of Incorporation of the Company; and
(v) the Amended and Restated Bylaws of the Company.
I, or attorneys under my supervision, have also made such other
factual and legal investigations as I have deemed necessary and appropriate in
order to render the opinion hereinafter expressed. In such examination, I or the
attorneys under my supervision have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to
10
<PAGE>
me as originals and the conformity to original documents of all documents
submitted to me as certified copies or photocopies. As to any facts material to
the opinion set forth below which were not independently established or
verified, I or the attorneys under my supervision have relied upon statements
and representations of officers and other representatives of the Company and
others.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, I am of the opinion that the
Shares to be issued, sold and delivered under the Plan will, when so issued,
sold and delivered pursuant to the provisions of the Plan, be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and to all references to the undersigned in the
Registration Statement and all amendments thereto.
The opinion expressed herein is solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person or entity. It
may not be quoted in whole or in part without my prior consent.
Very truly yours,
/s/ William J. Rainey
William J. Rainey
Senior Vice President
and General Counsel
11
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 21, 1997, incorporated by reference in the Payless
ShoeSource, Inc. Form 10-K for the year ended February 1, 1997, and to all
references to our firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
St. Louis, Missouri
June 2, 1997
12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven J, Douglass, Ullrich E. Porzig, and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Steven J. Douglass
Steven J. Douglass
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven J. Douglass, Ullrich E. Porzig, and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Richard A. Jolosky
Richard A. Jolosky
13
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven J, Douglass, Ullrich E, Porzig, and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Howard R. Fricke
Howard R. Fricke
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven J. Douglass, Ullrich E. Porzig, and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Thomas A. Hays
Thomas A. Hays
14
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven J. Douglass, Ullrich E. Porzig, and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Michael E. Murphy
Michael E. Murphy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven J, Douglass, Ullrich E. Porzig, and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Richard L. Stark
Richard L. Stark
15
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Jeffrey A. Long and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Jed L. Norden
Jed L. Norden
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Jeffrey A. Long and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Ronald A. Cooperman
Ronald A. Cooperman
16
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Jeffrey A. Long and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ William J. Rainey
William J. Rainey
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Jeffrey A. Long and William J. Rainey, 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, as amended, 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 23rd day of May, 1997
/s/ Jeffrey A. Long
Jeffrey A. Long
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