<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON April 22, 1998
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. DEFERRED COMPENSATION PLAN
(Full Title of Plan)
William J. Rainey
Senior Vice President, Secretary 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)
Copies to:
Carl W. Struby
Lathrop & Gage L.C.
2345 Grand Boulevard, Suite 2600
Kansas City, Missouri 64108
(816) 460-5834
[CAPTION]
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
Deferred $10,000,000 100% $10,000,000 $2,950
Compensation
Obligations(1)(2)
Common Stock (3) ______ ______ ______
($.01 par value)(2)
</TABLE>
(1) Obligations under the Deferred Compensation Plan are unsecured obligations
of the Registrant to pay deferred compensation in accordance with the terms
of the Plan.
(2) Participants in the Plan may elect to have compensation deferred treated as
if such amount had been used to purchase Registrant's Common Stock. For
purposes of this Registration Statement, this investment option is referred
to as Stock Units. The Stock Units will accrue earnings (or losses) on
Deferred Compensation Payment Obligations based on the performance of
Registrant's Common Stock. No additional consideration will be paid for the
Stock Units. If participants make this election, obligations under the
Deferred Compensation Plan may be paid in cash or Common Stock as
determined by the Compensation Committee of Registrant's Board of
Directors.
(3) Includes such indeterminate number of shares of Common Stock as may be
issuable with respect to the Deferred Compensation Payment Obligation.
1
<PAGE>
Part I
The Section 10(a) prospectus relating to the Payless ShoeSource, Inc.
Deferred Compensation 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 January 31, 1998, 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 January 31, 1998.
(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 Form of 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
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.
2
<PAGE>
Item 4. Description of Securities.
Deferred Compensation Payment Obligation
Under the Plan, Payless ShoeSource, Inc. (the "Registrant") provides
certain key employees the opportunity to defer specified portions of their
annual bonus until April 1 of the following fiscal year and defer other
compensation until a later date, but generally not before the earlier of the
employee's retirement, termination of employment or death (or prior occurrence
of a severe financial hardship as provided in the Plan). Under certain
circumstances, such as (i) a Change in Control (as defined in the Plan) or (ii)
if the Committee administering the Plan determines acceleration of payment is in
the best interests of the Registrant, the participants and their beneficiaries,
payment can be accelerated. The obligation of the Registrant to distribute the
compensation deferred (the "Deferred Compensation Payment Obligation") is an
unsecured general obligation of the Registrant to pay the deferred compensation
in the future in accordance with the terms of the Plan, and ranks pari passu
with other unsecured general obligations of the Registrant.
Participants choose from one of two options for the purpose of
investing deferred compensation: Cash Units or Stock Units. Participants may
have their deferred compensation credited in Cash Units or in Stock Units or in
both Cash Units and Stock Units.
Cash Unit
Under the Plan, if a participant elects Cash Units, the participant's
account will be credited with one Cash Unit for each dollar of deferred
compensation. Interest in the form of additional Cash Units is credited to the
participant's account each April 1 at a rate of interest equal to the average
yield on long-term U.S. Government Bonds for the preceding calendar year.
Deferred compensation will begin earning interest when the deferral is credited
to the participant's account on the April 1 following the year of deferral.
Stock Unit
Under the Plan, if a participant elects Stock Units, the participant's
account will be credited with the number of whole Stock Units equivalent in
value to the participant's deferred compensation. For converting dollars to
Stock Units, the value of a Stock Unit is deemed to be equal to the average
closing price of the Registrant's Common Stock on the New York Stock Exchange
during the February immediately preceding the April 1 crediting date. The Stock
Units are only a bookkeeping entry and not an actual purchase of the
Registrant's Common Stock. The value of Stock Units will fluctuate based on
changes in the value of Registrant's Common Stock. To the extent that dividends
are paid on Registrant's Common Stock, a like amount (less any fractional
shares) will be added to the participant's account and reinvested in Stock
Units. This right to accrue earnings (or losses) based on the fluctuations in
3
<PAGE>
the value of Registrant's Common Stock may be deemed to be a "security" under
the Securities Act and, as such, is being registered on this Registration
Statement on Form S-8.
The Committee administering the Plan may elect in its sole discretion
to make payments with respect to Stock Units in cash or in the Registrant's
Common Stock or in both cash and the Registrant's Common Stock. The shares of
Registrant's Common Stock that may be issued under such election is also being
registered on this Registration Statement on Form S-8.
Reallocation of Cash Units or Stock Units
Subject to Committee approval, until December 31, 1998 and prior to
the year in which such change is to become effective a participant may elect to
have all or a portion of the participant's Cash Units reallocated and credited
to the participant's Stock Unit account, or all or a portion or the
participant's Stock Units reallocated and credited to the participant's Cash
Unit account. Any such reallocation shall occur as of the April 1 following the
year in which the participant's election to reallocate was made.
Distributions
Distributions will be in cash, except that the Committee administering
the Plan may, if the participant has elected to invest deferred compensation in
Stock Units, elect in its sole discretion to make payments either in cash or in
the Registrant's Common Stock or in both cash and the Registrant's Common Stock.
If a distribution is in stock, Stock Units are converted to shares of the
Registrant's Common Stock on a one-to-one basis. If a distribution is in cash,
the value of a Stock Unit is deemed to be equal to the average closing price of
the Registrant's Common Stock on the New York Stock Exchange during the month of
February next preceding the date of distribution.
Except with respect to distributions of annual bonuses that have been
deferred until April 1 of the following fiscal year, the Committee administering
the Plan has discretion as to whether the distributions will be made in a lump
sum payment or payments in annual installments.
Modification
The Plan may be amended, modified or terminated by the Registrant's
Board of Directors, except that no change may be made without the approval of
the shareholders of the Registrant's Common Stock (i) in the maximum number of
Stock Units deliverable or allocable in respect of any fiscal year under the
Plan or (ii) in certain provisions of the Plan relating to the method of
determining the number of Stock Units allocable to a Participant.
4
<PAGE>
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 securities being 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 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
5
<PAGE>
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.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 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 January 31, 1998)
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)
*5 Opinion of Counsel as to legality of the securities being
registered hereby.
*23.1 Consent of Arthur Andersen LLP
6
<PAGE>
*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. Deferred Compensation Plan, as amended
(incorporated by reference from Exhibit 10.12 of Registrant's
Annual Report on Form 10-K for Fiscal Year Ended January 31,
1998)
* 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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs 1.(a)(i) and 1.(a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
7
<PAGE>
(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.
8
<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 Topeka, State of Kansas, on the 22nd day of April,
1998.
PAYLESS SHOESOURCE, INC.
By: /s/ William J. Rainey
Name: William J. Rainey
Title: Senior Vice President and
General Counsel
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 April 22, 1998
Steven J. Douglass and Chief Executive Officer
(Principal Executive Officer)
*/s/ Richard A. Jolosky Director and President April 22, 1998
Richard A. Jolosky
*/s/ Ullrich E. Porzig Senior Vice President and Chief April 22, 1998
Ullrich E. Porzig Financial Officer (Principal
Financial and Accounting Officer)
*/s/ Howard R. Fricke Director April 22, 1998
Howard R. Fricke
*/s/ Thomas A. Hays Director April 22, 1998
Thomas A. Hays
9
<PAGE>
*/s/ Michael E. Murphy Director April 22, 1998
Michael E. Murphy
*/s/ Richard L. Stark Director April 22, 1998
Richard L. Stark
*/s/ Daniel Boggan, Jr. Director April 22, 1998
Daniel Boggan, Jr.
*/s/ Mylle B. Mangum Director April 22, 1998
Mylle B. Mangum
* By: /s/ William J. Rainey
Attorney-in-Fact
10
<PAGE>
EXHIBIT INDEX
4.1 Restated Articles of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 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 January 31, 1998).
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).
* 5 Opinion of Counsel as to 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. Deferred Compensation Plan, as
amended (incorporated by reference from Exhibit 10.12 of
Registrant's Annual Report on Form 10-K for Fiscal Year Ended
January 31, 1998)
* Filed Herewith
11
<PAGE>
EXHIBIT 5
Payless ShoeSource, Inc.
William J. Rainey
Senior Vice President and
General Counsel
April 22, 1998
Payless ShoeSource, Inc.
3231 E. 6th Street
Topeka, Kansas 66607-2207
Gentlemen:
I am Senior Vice President, Secretary 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 $10,000,000 in Deferred Compensation Payment Obligations of the Company as
well as an indeterminate amount of related Stock Units and shares of common
stock, par value of $.01 per share (the "Shares"), for use in connection with
the Payless ShoeSource, Inc. Deferred Compensation Plan, as amended (the
"Plan"). Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.
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.
<PAGE>
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 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
Deferred Compensation Payment Obligations when issued by the Company in the
manner provided in the Plan, will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms,
subject, as to enforcement to (i) bankruptcy, insolvency, reorganization,
arrangement or other laws of general applicability relating to or affecting
creditors' rights, and (ii) general principles of equity, whether such
enforcement is considered in a proceeding in equity or at law. I also am of the
opinion that any Shares covered by this Registration Statement have been duly
and validly authorized and, when issued in accordance with the terms set forth
in the Plan, will 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/ Willliam J. Rainey
William J. Rainey
Senior Vice President
and General Counsel
<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 20, 1998, incorporated by reference in the Payless
ShoeSource, Inc. Form 10-K for the year ended January 31, 1998, and to all
references to our firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
St. Louis, Missouri
April 20, 1998
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. Deferred Compensation 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 19th day of March, 1998.
/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. Deferred Compensation 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 19th day of March, 1998.
/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 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. Deferred Compensation 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 19th day of March, 1998.
/s/ Ullrich E. Porzig
Ullrich E. Porzig
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. Deferred Compensation 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 19th day of March, 1998.
/s/ Howard R. Fricke
Howard R. Fricke
<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. Deferred Compensation 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 19th day of March, 1998.
/s/ Thomas A. Hays
Thomas A. Hays
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. Deferred Compensation 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 19th day of March, 1998.
/s/ Michael E. Murphy
Michael E. Murphy
<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. Deferred Compensation 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 19th day of March, 1998.
/s/ Richard L. Stark
Richard L. Stark
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. Deferred Compensation 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 19th day of March, 1998.
/s/ Daniel Boggan, Jr.
Daniel Boggan, Jr.
<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. Deferred Compensation 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 19th day of March, 1998.
/s/ Mylle B. Mangum
Mylle B. Mangum
<PAGE>
