<PAGE>
As filed with the Securities and Exchange Commission on January 19, 1999
Registration No. 333-______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
----------------------
WILSONS THE LEATHER EXPERTS INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1839933
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7401 Boone Avenue North 55428
Brooklyn Park, Minnesota (Zip Code)
(Address of principal
executive offices)
WILSONS THE LEATHER EXPERTS INC.
1998 STOCK OPTION PLAN
(Full title of the plan)
David L. Rogers
President
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
(Name and address of agent for service)
(612) 391-4000
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Amount maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee
- --------------------------------------------------------------------------------
Common Stock, 500,000
$.01 par value shares $10.19 $5,095,000 $1,417
================================================================================
(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h)(i) under the Securities Act of
1933, as amended, based on the average of the high and low sale prices per
share of the Registrant's Common Stock as quoted on the Nasdaq National
Market on January 15, 1999.
================================================================================
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Wilsons The Leather Experts Inc. (the
"Company") filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 000-21543), are, as of their respective dates, incorporated in this
Registration Statement by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998 (which incorporates by reference certain portions
of the Company's definitive notice and proxy statement for the
Company's 1998 Annual Meeting of Shareholders).
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal period covered
by the Company's Annual Report on Form 10-K referred to in (1)
above.
3. The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed on April 21, 1997 (and
declared effective on May 27, 1997) under the Exchange Act and all
amendments and reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the shares of Common Stock offered have
been sold or which deregisters all shares of the Common Stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.
Any statement contained in a document 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 incorporated herein by reference or in any other
subsequently filed document that 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 or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Article V of the Company's By-laws, the Company indemnifies its
directors and officers to the extent permitted by Minnesota Statutes Section
302A.521. Section 302A.521 requires the Company to indemnify a person made or
threatened to be made a party to a proceeding, by reason of the former or
present official capacity of the person with respect to the Company, against
judgments, penalties, fines, including without limitation, excise taxes assessed
against the person with respect to an employee benefit plan, settlement, and
reasonable expenses, including attorneys' fees and disbursements, if, with
respect to the acts or omissions of the person complained of in the proceeding,
such
II-1
<PAGE>
person (1) has not been indemnified by another organization or employee benefit
plan for the same judgments, penalties, fines, including without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities
Act, and is therefore unenforceable.
The Company also maintains a director and officer insurance policy to
cover the Company, its directors and its officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Description
------- -----------
4.1 Specimen of Common Stock certificate.(1)
4.2 Underwriter Warrants.(2)
4.3 Indenture dated as of August 18, 1997, by and among the
Company, the other corporations listed on the signature pages
thereof, and Norwest Bank Minnesota, National Association,
including specimen certificate of 11 1/4% Series A Senior
Notes due 2004 and specimen certificate of 11 1/4%
Series B Senior Notes due 2004.(3)
4.4 Purchase Agreement dated as of August 14, 1997, by and among
the Company, the Subsidiary Guarantors party thereto, and
BancAmerica Securities, Inc. (4)
4.5 Registration Rights Agreement dated as of May 25, 1996, by and
among CVS New York, Inc., Wilsons The Leather Experts Inc.,
the Managers Listed on the Signature Pages thereto, Leather
Investors Limited Partnership I and the Partners Listed on the
Signature Pages thereto.(5)
5.1 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
10.1 Wilsons The Leather Experts Inc. 1998 Stock Option Plan.(6)
II-2
<PAGE>
23.1 Consent of Faegre & Benson LLP is contained in its opinion
filed as Exhibit 5.1 to this Registration Statement.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney.
- -------------------
(1) Incorporated herein by reference to the same numbered Exhibit to Amendment
No. 1 to the Company's Registration Statement on Form S-1 (Registration No.
333-13967) filed with the Commission on December 24, 1996.
(2) Incorporated herein by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-4 (Registration No. 333-37055) filed
with the Commission on October 2, 1997.
(3) Incorporated herein by reference to Exhibit 10.3 to the Company's report on
Form 10-Q for the quarter ended August 2, 1997 filed with the Commission.
(4) Incorporated herein by reference to Exhibit 10.4 to the Company's Report on
Form 10-Q for the quarter ended August 2, 1997 filed with the Commission.
(5) Incorporated herein by reference to Exhibit 4.8 to the Company's
Registration Statement on Form S-1 (333-13967) filed with the Commission on
October 11, 1996.
(6) Incorporated herein by reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998 filed with
the Commission.
Item 9. Undertakings.
A. The Company 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;
(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. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(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 (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Brooklyn Park, State of Minnesota, on January 19,
1999.
WILSONS THE LEATHER EXPERTS INC.
*
By ___________________________________
Joel N. Waller
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 19, 1999.
Signature Title
--------- -----
* Chairman of the Board of Directors
- ------------------------------------- and Chief Executive Officer (Principal
Joel N. Waller Executive Officer)
/s/ Douglas J. Treff Vice President, Finance and Chief
- ------------------------------------- Financial Officer
Douglas J. Treff (Principal Financial Officer)
/s/ Thomas R. Wildenberg Chief Accounting Officer and
- ------------------------------------- Controller (Principal
Thomas R. Wildenberg Accounting Officer)
Lyle Berman }
Thomas J. Brosig }
Gary Crittenden }
Morris Goldfarb } Board of Directors*
Marvin Goldstein }
David L. Rogers }
Joel N. Waller }
- -------------
* Douglas J. Treff, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named officers and/or directors of
the Company pursuant to powers of attorney duly executed by such persons.
By /s/ Douglas J. Treff
___________________________________
Douglas J. Treff, Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Method
Exhibit Description of Filing
- ------- ----------- ---------
4.1 Specimen of Common Stock certificate.(1).......... Incorporated by
Reference
4.2 Underwriter Warrants.(2).......................... Incorporated by
Reference
4.3 Indenture dated as of August 18, 1997, by and among
the Company, the other corporations listed on the
signature pages thereof, and Norwest Bank Minnesota,
National Association, including specimen certificate
of 11 1/4% Series A Senior Notes due 2004 and
specimen certificate of 11 1/4% Series B Senior
Notes due 2004.(3)................................ Incorporated by
Reference
4.4 Purchase Agreement dated as of August 14, 1997, by
and among the Company, the Subsidiary Guarantors
party thereto, and BancAmerica Incorporated by
Securities, Inc.(4)............................... Incorporated by
Reference
4.5 Registration Rights Agreement dated as of May 25,
1996, by and among CVS New York, Inc., Wilsons The
Leather Experts Inc., the Managers Listed on the
Signature Pages thereto, Leather Investors
Incorporated by Limited Partnership I and the
Partners Listed on Reference the Signature Pages
thereto.(5)....................................... Incorporated by
Reference
5.1 Opinion of Faegre & Benson LLP as to the legality
of the shares being registered.................... Electronic
Transmission
10.1 Wilsons The Leather Experts Inc. 1998 Stock Option
Plan.(6).......................................... Incorporated by
Reference
23.1 Consent of Faegre & Benson LLP is contained in its
opinion filed as Exhibit 5.1 to this Registration
Statement.
23.2 Consent of Arthur Andersen LLP.................... Electronic
Transmission
23.3 Consent of KPMG Peat Marwick LLP.................. Electronic
Transmission
24.1 Powers of Attorney................................ Electronic
Transmission
- --------------------
(1) Incorporated herein by reference to the same numbered Exhibit to Amendment
No. 1 to the Company's Registration Statement on Form S-1 (Registration No.
333-13967) filed with the Commission on December 24, 1996.
(2) Incorporated herein by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-4 (Registration No. 333-37055) filed
with the Commission on October 2, 1997.
(3) Incorporated herein by reference to Exhibit 10.3 to the Company's report on
Form 10-Q for the quarter ended August 2, 1997 filed with the Commission.
(4) Incorporated herein by reference to Exhibit 10.4 to the Company's Report on
Form 10-Q for the quarter ended August 2, 1997 filed with the Commission.
(5) Incorporated herein by reference to Exhibit 4.8 to the Company's
Registration Statement on Form S-1 (333-13967) filed with the Commission on
October 11, 1996.
(6) Incorporated herein by reference to Exhibit 10.31 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998 filed with
the Commission.
<PAGE>
Exhibit 5.1
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
January 19, 1999
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, MN 55428
Ladies and Gentlemen:
In connection with the Registration Stattement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 500,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of Wilsons The Leather Experts Inc., a Minnesota corporation
(the "Company"), pursuant to the 1998 Stock Option Plan, we have examined such
corporate records and other documents, including the Registration Statement, and
have reviewed such matters of law as we have deemed relevant hereto, and, based
upon such examination and review, it is our opinion that all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of the Shares and that, when issued and sold as contemplated in the
Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 3, 1998
included in Wilsons The Leather Experts Inc.'s 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
Minneapolis, Minnesota
January 19, 1999
<PAGE>
EXHIBIT 23.3
Consent of KPMG Peat Marwick LLP
The Board of Directors
Wilsons Center, Inc.:
We consent to the use of our report incorporated by reference herein. Our report
dated July 16, 1996 contains an explanatory paragraph that states that the
Company has been dependent on Melville Corporation for a significant portion of
its working capital financing. Subsequent to the close of business on May 25,
1996, Melville Corporation sold Wilsons Center Inc. to Wilsons The Leather
Experts Inc., a newly formed company owned by members of management of Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts and other investors. Our report
also refers to the Company's adoption Statement of Financial Accounting
Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF, effective October 1, 1995.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 18, 1999
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8th day of January, 1999.
/s/ Joel N. Waller
-----------------------------------
Joel N. Waller
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8th day of January, 1999.
/s/ David L. Rogers
-----------------------------------
David L. Rogers
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8th day of January, 1999.
/s/ Lyle Berman
-----------------------------------
Lyle Berman
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 1999.
/s/ Thomas J. Brosig
-----------------------------------
Thomas J. Brosig
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 1999.
/s/ Morris Goldfarb
-----------------------------------
Morris Goldfarb
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 1999.
/s/ Gary Crittenden
-----------------------------------
Gary Crittenden
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of WILSONS THE LEATHER EXPERTS
INC., a Minnesota corporation, does hereby make, constitute, and appoint Joel N.
Waller, David L. Rogers and Douglas J. Treff, and each or any of them, the
undersigned's true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place, and stead, to sign and affix the undersigned's name as such
director and/or officer of said Corporation to a Registration Statement on Form
S-8 or other applicable form, and any or all amendments, including
post-effective amendments, thereto, and all registration statements for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), to be filed by said Corporation
with the Securities and Exchange Commission, Washington, D.C. in connection with
the registration under the Act of equity securities proposed to be sold by said
Corporation, and file the same, with all exhibits thereto and other supporting
documents pertaining to the registration of the securities covered thereby, with
said Commission, granting unto said attorneys-in-fact and agents, and each or
any of them, full power and authority to do and perform each and every act and
thing requisite and necessary or incidental to the performance and execution of
the powers herein expressly granted, to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either or any of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 1999.
/s/ Marvin Goldstein
-----------------------------------
Marvin Goldstein
