<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1999.
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
7401 BOONE AVENUE NORTH
BROOKLYN PARK, MINNESOTA 55428
(612) 391-4300
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
______________________
DAVID L. ROGERS
PRESIDENT
WILSONS THE LEATHER EXPERTS INC.
7401 BOONE AVENUE NORTH
BROOKLYN PARK, MINNESOTA 55428
(612) 391-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
Copy to:
Kris Sharpe, Esq.
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
______________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (1) OFFERING PRICE (1) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ................... 995,580 Shares $16.63 $16,556,495.40 $4,603.00
========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell and does not seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion. Dated August 12, 1999.
PROSPECTUS
995,580 SHARES
WILSONS THE LEATHER EXPERTS INC.
COMMON STOCK
______________________
This prospectus relates to shares of our common stock that may be sold by
the selling shareholders named under "Selling Shareholders." We will not receive
any of the proceeds from the sale of those shares.
Our common stock is traded on the Nasdaq National Market(SM) under the
symbol "WLSN." On August 9, 1999, the last sale price for the common stock, as
reported on the Nasdaq National Market, was $17.00 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR FACTORS YOU SHOULD CONSIDER
BEFORE BUYING SHARES OF THE COMMON STOCK.
________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
___________________________
The date of this prospectus is August __, 1999
<PAGE>
WILSONS THE LEATHER EXPERTS INC.
We are the leading specialty retailer of leather outerwear, apparel and
accessories in the United States. As of May 1, 1999, we operated 513 retail
stores in 44 states, Canada and England, including 445 mall stores, 28 airport
locations and 40 factory outlet stores. We also operate holiday stores,
numbering 215 in 1998, to better capitalize on our peak selling season from
October through December. Over 80% of our merchandise is designed and sold under
our proprietary labels, including M. Julian(R), Maxima(R), Pelle Studio(R) and
Wilsons The Leather Experts(TM), with each label positioned to appeal to
identified customer lifestyle segments. Our mall stores average approximately
2,000 square feet and feature merchandise tailored to the demographics and
buying patterns of each store's local customer base. We generated net sales of
$459.4 million in 1998.
We design, contract for manufacture, import, distribute and retail more
than 9,000 SKUs of leather merchandise, including coats, blazers, vests, gloves,
belts, handbags, wallets, briefcases, planners, computer cases and CD cases.
This vertical integration enables us to consistently provide our customers with
high-quality products at attractive prices. In addition, we are able to
replenish faster-selling merchandise within the same season, respond quickly to
consumer preferences and rapidly increase production capacity as we grow. Our
management believes our vertically integrated operations, combined with our
merchandising strategy of strengthening brand recognition and tailoring our
product assortment to identified customer segments, provides us with a
competitive advantage.
We are a Minnesota corporation formed in 1996. Our principal executive
offices are located at 7401 Boone Avenue North, Brooklyn Park, Minnesota 55428,
and our telephone number is (612) 391-4000.
When we refer to "our company" "we," "our" and "us," we mean Wilsons The
Leather Experts Inc. and its subsidiaries, including the Predecessor Companies,
and when we refer to the "Predecessor Companies," we mean Wilsons Center Inc.,
Rosedale Wilsons, Inc. and their subsidiaries prior to the acquisition of such
companies from CVS New York, Inc. on May 26, 1996.
RISK FACTORS
You should consider carefully the following risks before you decide to buy
our common stock. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties also may impair our
business operations. If any of the following risks actually occur, our business,
financial condition and results of operations would likely suffer. In such case,
the trading price of our common stock could decline, and you may lose all or
part of the money paid to buy our common stock.
A Decrease in the Demand for Leather Goods or a Misjudgment in Fashion
Trends by Us Could Harm Our Business
A decline in demand for leather outerwear, apparel and accessories or a
misjudgment in fashion trends could have a material adverse effect on our
business, financial condition and results of operations. Our sales and
profitability depend upon the continued demand by our customers for leather
outerwear, apparel and accessories and our ability to anticipate, gauge and
respond in a timely manner to changing consumer demands and fashion trends. When
leather outerwear, apparel and accessories are not generally in fashion, our
results of operations are adversely affected. There can be no assurance that
demand for leather outerwear, apparel or accessories will not decline or that we
will be able to anticipate, gauge and respond to changes in fashion trends.
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Economic conditions or a change in consumer shopping patterns could harm our
sales.
A weak retail environment could adversely affect our sales. General
economic conditions impact apparel retailers, and purchases of apparel may
decline at any time, especially during recessionary periods. In addition, our
financial performance is sensitive to changes in consumer spending trends and
shopping patterns. Since our stores are located primarily in enclosed regional
malls, our ability to sustain or increase the level of sales depends in part on
the continued popularity of malls as shopping destinations and the ability of
malls, tenants and other attractions to generate a high volume of customer
traffic. Many factors beyond our control may decrease mall traffic including,
among other things, economic downturns, the closing of anchor department stores,
weather, accessibility to strip malls or alternative shopping formats (such as
catalogs or Internet commerce) and changes in consumer preferences and shopping
patterns. A decrease in the volume of mall traffic, shifts in consumer
discretionary spending to other products or a general reduction in the level of
such spending could adversely affect our business, financial condition and
results of operations. In addition, although our comparable store sales
increased 6.3% during 1998 and 0.4% during 1997, our comparable store sales
decreased 1.3%, 1.5%, 5.1% and 13.8% during 1996, 1995, 1994 and 1993,
respectively. There can be no assurance that we will continue to generate
comparable store sales increases.
The seasonality of our business could affect our profitability.
We generate a significant portion of our sales from October through
December (56.6% for the year ended January 30, 1999), which includes the holiday
selling season. During the period from the day after Thanksgiving through
January 2, 1999, we generated 37.8% of our annual sales. Net sales are generally
lowest during the period from April through July. Historically, we have not
become profitable, if at all, until the fourth quarter of a given year. As a
result, our annual results of operations have been, and will continue to be,
heavily dependent on the results of operations from October through December.
Given the seasonality of our business, misjudgments in fashion trends or
unseasonably warm or severe weather during our peak selling season in a given
year could have a material adverse effect on our business, financial condition
and results of operations. Our results of operations may also fluctuate
significantly as a result of a variety of other factors, including merchandise
mix, the timing and level of markdowns and promotions, the net sales contributed
by seasonal stores, timing of certain holidays and the number of shopping days
and weekends between Thanksgiving and Christmas.
We could have difficulty obtaining merchandise from our foreign suppliers.
We import our leather garments and accessories from independent foreign
contract manufacturers located primarily in the Far East. We do not have long-
term contracts or formal arrangements with our contract manufacturers. Many of
our domestic vendors also import a substantial portion of their merchandise from
abroad. In 1998, of the 85% of the leather garments we contracted for
manufacture, we sourced more than 88% from contract manufacturers located in The
People's Republic of China, which currently has Most Favored Nation ("MFN")
trading status with the United States. China's MFN status must be renewed
annually and the issue faces minority opposition in the two major political
parties in the United States. There can be no assurance that China's MFN status
will continue as political conditions in the United States and China evolve.
Additionally, in 1998 we contracted for manufacture of approximately 8% and 3%
of our leather garments from Indonesia and India, respectively. If China,
Indonesia, India or any other country from which we source goods loses its MFN
status, or if any imposition of new or additional duties, quotas or taxes are
imposed on imports from these countries, leather purchase and production costs
could increase significantly, negatively impacting our profitability, sale
prices or the demand for leather merchandise.
Other risks inherent in foreign sourcing include:
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. economic and political instability;
. transportation delays and interruptions;
. restrictive actions by foreign governments;
. the laws and policies of the United States affecting the importation
of goods, including duties, quotas and taxes;
. trade and foreign tax laws;
. fluctuations in currency exchange rates and restrictions on the
transfer of funds; and
. the possibility of boycotts or other actions prompted by domestic
concerns regarding foreign labor practices or other conditions beyond
our control.
We cannot predict whether any of the countries in which our products currently
are manufactured or may be manufactured in the future will be subject to trade
restrictions imposed by the U.S. government, including the likelihood, type or
effect of any such restrictions, or whether any other conditions having an
adverse effect on our ability to source products will occur. Any event causing a
sudden disruption of imports from China or other foreign countries, including a
disruption due to financial difficulties of a supplier, could have a material
adverse effect on our business, financial condition and results of operations.
The current financial instability in Asia is an example of the instability that
could affect some of our suppliers adversely. Although to date the instability
in Asia has not had a material adverse effect on our ability to import leather
goods, and therefore on our business, financial condition and results of
operations, no assurances can be given that it will not have such an effect in
the future.
We may be affected by unexpected year 2000 problems.
Many existing computer programs use only two digits to identify a year in
the date field and may not be able to determine whether "00" means 1900 or 2000,
which may result in systems failures or the creation of erroneous results. These
programs often are highly dependent upon historical or dynamic financial and
other data that could be misreported or misinterpreted and cause significant
resulting errors. If not corrected, many computer applications could fail when
processing year 2000 data.
Our operations rely on computerized recordkeeping, financial reporting, and
other systems, including inventory management and distribution, point-of-sale
and internal accounting systems. In addition, many of our vendors and other
third parties with which we conduct business also utilize computer systems that
may be adversely affected by year 2000-related programming errors. We are
evaluating, remediating and testing our computer systems in order to identify
and correct year 2000-related problems and currently estimate that the cost of
our year 2000 initiative will be $1.0 million. There can be no assurance,
however, that we or such third parties will identify and correct all such
problems or that expenditures will not be significantly higher. In addition, our
business, financial condition and results of operations may be adversely
affected if we, our vendors, or other organizations with which we do business do
not complete the conversion to applications that can process year 2000 dates in
a timely manner, or if the cost of our year 2000 initiative is significantly
higher than estimated.
We may have difficulty achieving our growth objectives.
Our growth prospects depend upon a number of factors, including, among
other things, economic conditions, establishment and growth of new selling
concepts, competition, consumer preferences and demand for leather merchandise,
growth in the leather outerwear, apparel and accessories market, the retail
environment in general, financing and working capital needs, our ability to
negotiate store leases on favorable terms, the extended lead times required to
negotiate airport store leases, the ability to develop new merchandise and the
ability to hire and train qualified sales associates. In addition, our growth
depends upon the availability of suitable new store locations, including airport
locations which historically have been more difficult to acquire than mall
stores. During times of strong demand for mall
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locations, we may not be able to secure as many holiday store leases as we would
otherwise seek. There can be no assurance that we will be able to effectively
realize our plans for future growth
The loss of our current Chief Executive Officer or President could adversely
affect our business.
Our success depends upon the efforts of Joel Waller, Chairman and Chief
Executive Officer of Wilsons, and David Rogers, President and Chief Operating
Officer of Wilsons. Their experience and worldwide contacts in the leather
industry significantly benefit the Company. Although we have entered into
employment agreements with Messrs. Waller and Rogers, the agreements do not
contain any restrictions on competition and expire in May 2000. The loss of the
services of either of these individuals could have a material adverse effect on
our business, financial condition and results of operations. We do not maintain
key-man life insurance on any of our executive officers.
Our high level of debt and debt service could negatively impact our business.
As of May 1, 1999, our debt included $65.5 million of 11 1/4% senior notes
due 2004, no borrowings outstanding under the predecessor to our three- year
$125.0 million revolving credit facility that expires in May 2002 and $22.7
million of outstanding letters of credit. Subsequent to May 1, 1999, we
repurchased an additional $16.6 million of our 11 1/4% senior notes. Our peak
borrowings under the predecessor to the revolving credit facility and
outstanding letters of credit in 1998 were $38.4 million and $48.7 million,
respectively. Our ability to service, or refinance on favorable terms, the
indebtedness depends on future performance, which is subject to a number of
factors, some of which are beyond our control, including general economic and
market conditions and competition. Our high level of debt and debt service
requirements will have several important effects on future operations,
including:
. we must dedicate a portion of our consolidated cash flow from
operations to the payment of interest on our indebtedness, which, as a
result, will not be available for other purposes;
. because of covenants contained within the revolving credit facility,
we must meet certain financial tests and limit capital expenditures;
. certain covenants and restrictions under the revolving credit facility
and the indenture governing the 11 1/4% senior notes and certain other
restrictions may limit our ability to borrow additional funds or
dispose of assets and may affect our flexibility in planning for, and
reacting to, changes in our business, including possible acquisition
activities; and
. our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate or
other purposes may be impaired.
Further, if we are unable to comply with the terms and covenants under the
indenture, the 11 1/4% senior notes could be declared immediately due and
payable. The foregoing factors or the inability to obtain additional financing
or refinancing on favorable terms could have a material adverse effect on our
business, financial condition and results of operations.
The high level of competition in the retail industry may lead to reduced
sales and profits.
The retail leather outerwear, apparel and accessories industry is highly
competitive and fragmented. If we are unable to compete effectively, our
business, financial condition and results of operations could be adversely
affected. We compete with a broad range of other retailers, including other
specialty retailers, department stores, mass merchandisers and discounters, many
of which have greater financial and other resources. Increased competition may
reduce sales, increase operating expenses and decrease profit margins. Our
management believes that the principal bases upon which we compete are
selection, style, quality, price, value, store location and service. We also
compete for site locations and sales associates in certain circumstances. There
can be no assurance that we will be able to compete successfully in the future.
5
<PAGE>
A decrease in the availability of leather or an increase in its price could
harm our business.
Leather comprises approximately two-thirds of the garment cost of leather
apparel. As a result, the price of leather influences our gross margin levels.
Worldwide meat consumption influences the supply of leather, and the leather
shoe, furniture and auto upholstery markets primarily influence the demand for
leather. The availability and price of leather may fluctuate significantly.
Fluctuations in the availability and price of leather or other raw materials
that we use could have a material adverse effect on our business, financial
condition and results of operations.
Failure to attract qualified personnel could adversely affect our business.
A change in labor market conditions that either further reduces the
availability of employees or increases significantly the cost of labor could
have a material adverse effect on our business, financial condition and results
of operations. The retail business is labor intensive. We employ a large number
of hourly employees and incur substantial expenses for recruiting and training
new personnel. The current low unemployment rate in certain geographic areas in
which we operate has contracted the available labor pool in those areas. We have
historically experienced a high level of turnover in our stores as is typical in
the retail environment, and there can be no assurance that we will be able to
successfully attract and retain labor at current rates.
The market price for our common stock, like other retail stocks, may be
volatile.
Our stock price, like that of other companies in the retail industry, is
subject to volatility. If revenues or earnings in any quarter fail to meet the
investment community's expectations for any reason, there could be an immediate
adverse impact on our stock price. The stock price also may be affected by
broader market trends unrelated to our performance. Such volatility may limit
the Company's ability in the future to raise additional capital.
We do not intend to pay dividends in the foreseeable future.
We have not paid any dividends on our common stock and do not intend to pay
dividends in the foreseeable future. The revolving credit facility and the
indenture governing the 11 1/4% senior notes restrict any payment of dividends.
Any determination to pay cash dividends in the future will be at the discretion
of our board of directors and will be dependent upon our business, results of
operations, financial condition, contractual restrictions and other factors
deemed relevant at the time by our board.
Certain provisions of our articles and of Minnesota law may make a take-over
more difficult or adversely affect the market price of our common stock.
Our board of directors has the authority, without further shareholder
action, to fix the rights and preferences of any shares of our preferred stock
to be issued from time to time. In addition, as a Minnesota corporation, we are
subject to certain anti-takeover provisions of the Minnesota Business
Corporation Act. Both the authority of our board with regard to the preferred
stock and the provisions of the Minnesota statutes could have the effect of
delaying, deferring or preventing a change in control, may discourage bids for
our common stock and may adversely affect the market price of, and the voting
and other rights of the holders of, our common stock.
Ownership of our common stock is concentrated.
As of April 1, 1999, our directors and executive officers beneficially
owned, in the aggregate, 45.8% of the outstanding shares of our common stock. If
these shareholders vote together as a group,
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they will be able to exert significant control over our business and affairs,
including the election of individuals to our board of directors and to
significantly affect the outcome of certain actions that require shareholder
approval, including the adoption of amendments to our Amended and Restated
Articles of Incorporation, certain mergers, sales of assets and other business
acquisitions or dispositions.
______________________________
This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our business and our
industry. These forward-looking statements involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, as more fully
described above and elsewhere in this prospectus. We undertake no obligation to
update publicly any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.
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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Our common stock is listed on the Nasdaq National Market(SM) under the
symbol WLSN. As of August 9, 1999, the market price of our common stock was
$17.00. The following table shows, for the calendar periods indicated, the
reported high and low sale prices of the common stock on the Nasdaq National
Market, as reported by the Nasdaq National Market, since our initial public
offering on May 27, 1997.
Quarterly Common Stock Price Ranges
- -------------------------------------------------------------------------------
Quarter High Low
------- ------- --------
Fiscal quarter ended August 2, 1997 (from May 27, 1997) $11.625 $ 9.000
Fiscal quarter ended November 1, 1997 11.625 10.141
Fiscal quarter ended January 31, 1998 10.000 8.500
Fiscal quarter ended May 2, 1998 16.000 8.500
Fiscal quarter ended August 1, 1998 16.750 14.375
Fiscal quarter ended October 31, 1998 15.438 9.625
Fiscal quarter ended January 30, 1999 12.188 9.250
Fiscal quarter ended May 1, 1999 11.125 9.000
Fiscal quarter ending July 31, 1999 20.125 9.875
As of August 9, 1999, there were 48 record holders of our common stock.
We have not declared any cash dividends since our inception in May 1996.
Our board of directors currently intends to continue a policy of retaining all
earnings to finance the continued growth and development of our business and
does not anticipate paying cash dividends in the foreseeable future. Any future
determination as to the payment of cash dividends will depend upon our financial
condition, results of operations and other factors deemed relevant by our board.
Our loan agreements contain certain covenants limiting, among other things, our
ability to pay cash dividends or make other distributions. See "Risk Factors -
We do not intend to pay dividends in the foreseeable future" and "Risk
Factors - Our high level of debt and debt service could negatively impact our
business."
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SELLING SHAREHOLDERS
The following table presents the number of outstanding shares of our common
stock beneficially owned by the selling shareholders as of August 9, 1999. The
table also presents the maximum number of shares proposed to be sold by the
selling shareholders and the number of shares they will own after the sales. The
percentages are based on 10,915,037 shares outstanding on August 9, 1999.
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
PRIOR TO OFFERING AFTER OFFERING (1)
---------------------------- ---------------------------
PERCENT OF SHARES PERCENT OF
NAME NUMBER OUTSTANDING OFFERED NUMBER OUTSTANDING
---- ------ ----------- ------- ------ -----------
<S> <C> <C> <C> <C> <C>
Equity Securities 24,000(2) * 24,000 0 0
Investments, Inc.
John G. Kinnard & Co. 32,530(3) * 30,000 2,530 *
Laurence S. Zipkin 56,000(4) * 56,000 0 0
Morris Goldfarb 1,896,580(5)(6) 17.4 885,580(6) 1,011,000(5) 9.3
</TABLE>
_________________________
*Less than 1%.
(1) Assumes sale of all shares of the selling shareholders being offered.
(2) Represents a warrant to purchase 24,000 shares of common stock which is
currently exercisable. Equity Securities, Inc. was the managing underwriter
of our initial public offering, and such warrant was issued in connection
with that offering.
(3) Includes a warrant to purchase 30,000 shares of common stock which is
currently exercisable. The warrant was issued to John G. Kinnard & Co. in
connection with our initial public offering.
(4) Represents a warrant to purchase 56,000 shares of common stock which is
currently exercisable. Mr. Zipkin is an executive officer of Equity
Securities, Inc., and his warrant was issued in connection with our initial
public offering.
(5) Includes options which are currently exercisable to purchase 11,000 shares
of common stock.
(6) Includes 151,800 shares of common stock owned by the Goldfarb Family
Partners L.L.C. of which Mr. Goldfarb is the manager.
PLAN OF DISTRIBUTION
The selling shareholders may sell the shares being offered from time to
time in one or more transactions:
. on the Nasdaq National Market or otherwise;
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. in the over-the-counter market;
. in negotiated transactions;
. through the writing of options on shares, whether the options are listed
on an options exchange or otherwise; or
. a combination of such methods of sale.
The selling shareholders may sell the shares at market prices prevailing at
the time of sale, at prices related to those market prices or at negotiated
prices. The selling shareholders also may sell the shares pursuant to Rule 144
adopted under the Securities Act of 1933 as permitted by that Rule. The selling
shareholders may effect transactions by selling shares directly to purchasers or
to or through broker-dealers. The broker-dealers may act as agents or
principals. The broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders or the
purchasers of the shares. The compensation of any particular broker-dealer may
be in excess of customary commissions. The selling shareholders and broker-
dealers that participate with the selling shareholders in the distribution of
shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act. Any commissions received by them and any profit on the
resale of shares may be deemed to be underwriting compensation. We have informed
the selling shareholders that the anti-manipulative provisions of Regulation M
promulgated under the Securities Exchange Act of 1934 may apply to their sales
of shares in the market.
Upon notification to us by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale or purchase
of shares, a supplement to this prospectus will be filed, if required,
disclosing:
. the name of the participating broker-dealers;
. the number of shares involved;
. the price at which such shares were sold;
. the commissions paid or discounts or concessions allowed to such broker-
dealers, where applicable;
. that such broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus; and
. other facts material to the transaction.
Sales of shares offered by this prospectus must be effected by the date six
months following effectiveness of the registration of such sales under the
Securities Act.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You can also obtain copies of the documents at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of its Public Reference Room. Our SEC filings are also available at
the office of the National Association of Securities Dealers, Inc. For more
information on obtaining copies of our public filings at the National
Association of Securities Dealers, Inc., you should write to National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file subsequently
with the SEC will automatically update this prospectus. We incorporate by
reference the documents listed below and any filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and prior to the time that all the securities offered by this prospectus are
sold:
. Our latest Annual Report on Form 10-K;
. Our Quarterly Report on Form 10-Q for the quarter ended May 1, 1999;
and
. the description of our common stock contained in the registration
statement on Form 8-A filed on April 1, 1997, and declared effective
on May 27, 1997, under the Securities Exchange Act of 1934, and all
amendments and reports filed for the purpose of updating the
description.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost, by writing to or telephoning us at the following address:
Mr. Douglas J. Treff
Chief Financial Officer
Wilsons The Leather Experts, Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
(612) 391-4000
You should rely only on the information incorporated by reference or
presented in this prospectus. We have not authorized anyone else to provide you
with different information. We are only offering these securities in states
where the offer is permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page of
this prospectus.
11
<PAGE>
LEGAL OPINIONS
Faegre & Benson LLP, 2200 Norwest Center, Minneapolis, Minnesota 55402 will
pass upon the validity of the shares of common stock offered by this prospectus.
EXPERTS
The consolidated financial statements as of February 1, 1997, January 31,
1998 and January 30, 1999, for the period from inception (May 26, 1996) to
February 1, 1997 and for the years ended January 31, 1998 and January 30, 1999
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto and are incorporated by reference in this prospectus in reliance
upon the authority of said firm giving said report as experts in accounting and
auditing.
KPMG LLP, independent auditors, have audited the consolidated statements of
operations, shareholder's equity and cash flows of the Predecessor Companies for
the five-month period ended May 25, 1996 appearing in our Annual Report on Form
10-K for the year ended January 30, 1999, as set forth in their report thereon
included in that Report and incorporated in this prospectus by reference. Those
financial statements are incorporated in this prospectus by reference in
reliance upon their report given upon their authority as experts in accounting
and auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of the shares of
common stock being registered hereunder other than underwriting commissions and
expenses, are estimated below.
SEC registration fee ........................... $ 4,603
Nasdaq listing fee ............................. 4,978
Legal services and expenses .................... 20,000
Accounting services and expenses................ 5,000
Printing fees................................... 1,000
Miscellaneous................................... 500
-------
Total $36,081
=======
Except for the SEC registration fee, all of the foregoing expenses have
been estimated. The selling shareholders will bear fees and disbursements of
their own legal counsel and accountants and transfer taxes. Wilsons The Leather
Experts Inc. (the "Company") will bear all other expenses.
ITEM 15. 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 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 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 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.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Sale Agreement dated as of May 24, 1996 by and among CVS New
York, Inc., Wilsons Center, Inc., and the Company.(1)
3.1 Amended and Restated Articles of Incorporation of the Company
adopted June 16, 1998.(2)
3.2 Restated By-laws of the Company as amended June 16, 1998.(2)
4.1 Specimen of Common Stock certificate.(3)
4.2 Underwriter Warrants.(4)
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.(5)
4.4 Purchase Agreement dated as of August 14, 1997, by and among the
Company, the Subsidiary Guarantors party thereto, and
BancAmerica Securities, Inc.(6)
4.5 Registration Rights Agreement dated as of May 25, 1996, by and
among CVS New York, Inc., the Company, the Managers listed on
the signature pages thereto, Leather Investors Limited
Partnership I and the Partners listed on the signature pages
thereto. (7)
4.6 Amended and Restated Credit Agreement dated as of May 24, 1999,
by and among Wilsons Leather Holdings Inc., as Borrower, the
Lenders signatory thereto from time to time, as Lenders, and
General Electric Capital Corporation, as Agent, Lender and Swing
Line Lender. (8)
4.7 Amendment to Registration Rights Agreement dated as of August
12, 1999 by and among the Company and the Shareholders listed on
the attachments thereto.
5.1 Opinion of Faegre & Benson LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Faegre & Benson LLP (included in Exhibit No. 5.1 to
the Registration Statement).
24.1 Powers of Attorney.
______________________________
(1) Incorporated by reference to the same-numbered exhibit on the Company's
Registration Statement on Form S-1 (333-13967) filed with the Commission on
October 11, 1996.
(2) Incorporated by reference to the same-numbered exhibit to the Company's
Report on Form 10-K for the fiscal year ended January 30, 1999 filed with
the Commission.
(3) Incorporated by reference to the same numbered exhibit to Amendment No. 1
to the Company's Registration Statement on Form S-1 (333-13967) filed with
the Commission on December 24, 1996.
II-2
<PAGE>
(4) Incorporated by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-4 (333-37055) filed with the Commission on October 2,
1997.
(5) Incorporated 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.
(6) Incorporated 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.
(7) Incorporated 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.
(8) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
10-Q for the quarter ended May 1, 1999, filed with the Commission.
(b) FINANCIAL STATEMENT SCHEDULES
None required.
ITEM 17. UNDERTAKINGS.
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
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, 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 (1)(i) and
(1)(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 Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and 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 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MINNEAPOLIS, STATE OF MINNESOTA, ON AUGUST 12, 1999.
Wilsons The Leather Experts Inc.
By /s/ Joel N. Waller
------------------------------------------
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 AUGUST 12, 1999.
SIGNATURE TITLE
--------- -----
/s/ Joel N. Waller Chairman of the Board of Directors and Chief
- ---------------------------- Executive Officer (Principal Executive Officer)
Joel N. Waller
/s/ Douglas J. Treff Vice President, Finance, Chief Financial Officer
- ---------------------------- and Assistant Secretary
Douglas J. Treff (Principal Financial Officer and Principal
Accounting Officer)
Lyle Berman }
Thomas J. Brosig }
Gary L. Crittenden }
Morris Goldfarb } Board of Directors*
Marvin W. 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-4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION METHOD OF FILING
------- ------------------------------------------------- ----------------
2.1 Sale Agreement dated as of May 24, 1996 by and
among CVS New York, Inc., Wilsons Center, Inc.,
and the Company.(1).............................. Incorporated by
Reference
3.1 Amended and Restated Articles of Incorporation
of the Company adopted June 16, 1998.(2)........ Incorporated by
Reference
3.2 Restated By-laws of the Company as amended June
16, 1998.(2) Incorporated by
Reference
4.1 Specimen of Common Stock certificate.(3)........ Incorporated by
Reference
4.2 Underwriter Warrants.(4)........................ 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.(5)......... 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
Securities, Inc.(6)............................. Incorporated by
Reference
4.5 Registration Rights Agreement dated as of May
25, 1996, by and among CVS New York, Inc., the
Company, the Managers listed on the signature
pages thereto, Leather Investors Limited
Partnership I and the Partners listed on the
signature pages thereto.(7)..................... Incorporated by
Reference
4.6 Amended and Restated Credit Agreement dated as
of May 24, 1999, by and among Wilsons Leather
Holdings Inc., as Borrower, the Lenders
signatory thereto from time to time, as
Lenders, and General Electric Capital
Corporation, as Agent, Lender and Swing Line
Lender.(8)...................................... Incorporated by
Reference
4.7 Amendment to Registration Rights Ageement dated
as of August 12, 1999 by and among the Company
and the Shareholders listed on the attachments
thereto......................................... Electonic
Transmission
5.1 Opinion of Faegre & Benson LLP.................. Electronic
Transmission
23.1 Consent of Arthur Andersen LLP.................. Electronic
Transmission
23.2 Consent of KPMG LLP............................. Electronic
Transmission
23.3 Consent of Faegre & Benson LLP (included in
Exhibit No. 5.1 to the Registration Statement)
24.1 Powers of Attorney.............................. Electronic
Transmission
___________________________
(1) Incorporated by reference to the same-numbered exhibit on the Company's
Registration Statement on Form S-1 (333-13967) filed with the Commission on
October 11, 1996.
(2) Incorporated by reference to the same-numbered exhibit to the Company's
Report on Form 10-K for the fiscal year ended January 30, 1999 filed with
the Commission.
(3) Incorporated by reference to the same numbered exhibit to Amendment No. 1
to the Company's Registration Statement on Form S-1 (333-13967) filed with
the Commission on December 24, 1996.
(4) Incorporated by reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-4 (333-37055) filed with the Commission on October 2,
1997.
<PAGE>
(5) Incorporated 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.
(6) Incorporated 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.
(7) Incorporated 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.
(8) Incorporated by reference to Exhibit 10.1 to the Company's Report on Form
10-Q for the quarter ended May 1, 1999, filed with the Commission.
<PAGE>
Exhibit 4.7
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is made and entered into as
of the 12th day of August, 1999 by and among Wilsons The Leather Experts Inc., a
Minnesota corporation, (the "Corporation") and the shareholders listed on the
attachments hereto (the "Shareholders").
WHEREAS, the Company, CVS New York, Inc. (formerly Melville Corporation)
("CVS"), and the Shareholders or their predecessors, entered into a Registration
Rights Agreement dated as of May 25, 1996 (the "Registration Rights Agreement"),
which, among other things, governs the registration rights of such Shareholders;
and
WHEREAS, the Management Warrant (as that term is defined in the
Registration Rights Agreement) held by CVS lapsed upon repayment of the Note (as
that term is defined in the Registration Rights Agreement) as of August 18,
1997, and the Warrant (as that term is defined in the Registration Rights
Agreement) held by CVS was repurchased and simultaneously cancelled by the
Corporation as of March 27, 1998; and
WHEREAS, the Shareholders constitute all of the securityholders of the
Corporation who are entitled to the benefits of the Registration Rights
Agreement, and the Shareholders and the Corporation wish to amend the
Registration Rights Agreement to clarify the registration rights of such
Shareholders pursuant to the Registration Rights Agreement; and
WHEREAS, all of the Shareholders whose consent is required to approve an
amendment to the Registration Rights Agreement in accordance with Section 4.2
thereof have agreed and consented in writing to amending the Registration Rights
Agreement pursuant to a letter dated either August 27, 1998 or August 28, 1998,
copies of which are attached hereto, to expressly provide that incidental
registration rights do not apply to any shares of Common Stock of the
Corporation that can be sold pursuant to Rule 144(k), as promulgated under the
Securities Act of 1933, as amended (the "1933 Act");
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 2.2 of the Agreement is hereby amended to reflect that
incidental registration rights do not apply to any shares of Common Stock of the
Corporation that can be sold pursuant to Rule 144(k), as promulgated under the
1933 Act, by adding the following sentence at the end of Section 2.2:
"Notwithstanding the foregoing, the Company shall not be obligated to
register securities pursuant to this Section 2.2 or any other
provision of this Agreement if such securities are available for
resale pursuant to Rule 144(k) promulgated under the 1933 Act."
<PAGE>
2. The Registration Rights Agreement shall continue in full force and
effect, unmodified except as expressly amended hereby.
3. This Amendment may be executed in two or more counterparts, each of
which shall be an original, but all of which shall constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
WILSONS THE LEATHER EXPERTS INC.
By /s/ David L. Rogers
------------------------------------------
Its President and Chief Operating Officer
-------------------------------------
SHAREHOLDERS
(See Attachments hereto)
<PAGE>
[ATTACHMENTS OMITTED]
<PAGE>
Exhibit 5.1
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
August 12, 1999
Wilsons The Leather Experts Inc.
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of
1933, as amended, of 995,580 shares of Common Stock, par value $.01 per share,
(the "Shares") of Wilsons The Leather Experts Inc., a Minnesota corporation (the
"Company"), proposed to be sold by certain Selling Shareholders of the Company,
we have examined such corporate records and other documents, including the
Registration Statement on Form S-3, dated the date hereof, relating to such
Shares (the "Registration Statement"), and have reviewed such matters of law as
we have deemed necessary for this opinion, and we advise you that in our opinion
the Shares of Common Stock proposed to be sold by the Selling Shareholders named
in the Registration Statement are legally and validly issued and fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm wherever appearing therein.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<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 of our report dated March 5, 1999
included in Wilsons The Leather Experts Inc.'s Form 10-K for the year ended
January 30, 1999 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
August 11, 1999
<PAGE>
Exhibit 23.2
CONSENT OF KPMG LLP
The Board of Directors
Wilsons Center, Inc.:
We consent to the use of our report incorporated by reference herein and to
references to our firm under the heading "Experts" in the prospectus. Our report
dated July 16, 1996 contains an explanatory paragraph that states that Wilsons
Center, Inc. d.b.a. Wilsons The Leather Experts 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 adoption by
Wilsons Center, Inc. d.b.a. Wilsons The Leather Experts of 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 LLP
Minneapolis, Minnesota
August 11, 1999
<PAGE>
Exhibit 24.1
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-3 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 shares of Common Stock of said Corporation
authorized for issuance under said Corporation's Employee Stock Purchase Plan,
and to 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 30th day of July, 1999.
/s/ Joel N. Waller
---------------------------------------
Joel N. Waller
<PAGE>
Exhibit 24.1
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-3 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 9th day of August, 1999.
/s/ David L. Rogers
---------------------------------------
David L. Rogers
<PAGE>
Exhibit 24.1
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-3 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 9th day of August, 1999.
/s/ Lyle Berman
---------------------------------------
Lyle Berman
<PAGE>
Exhibit 24.1
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-3 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 9th day of August, 1999.
/s/ Thomas J. Brosig
---------------------------------------
Thomas J. Brosig
<PAGE>
Exhibit 24.1
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-3 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 9th day of August, 1999.
/s/ Morris Goldfarb
---------------------------------------
Morris Goldfarb
<PAGE>
Exhibit 24.1
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-3 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 9th day of August, 1999.
/s/ Gary Crittenden
---------------------------------------
Gary Crittenden
<PAGE>
Exhibit 24.1
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-3 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 9th day of August, 1999.
/s/ Marvin Goldstein
---------------------------------------
Marvin Goldstein
