<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____ to ____
Commission File Number 1-4009
______________________________
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX
INCENTIVE SAVINGS PLAN
______________________________
THE UNITED STATES SHOE CORPORATION
One Eastwood Drive
Cincinnati, Ohio 45227
<PAGE> 2
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1993 AND 1992
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 3
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
TABLE OF CONTENTS
PAGE
----
Report of Independent Public Accountants 1
Statement of Net Assets Available
for Benefits as of December 31, 1993 2
Statement of Net Assets Available
for Benefits as of December 31, 1992 3
Statement of Changes in Net Assets Available
for Benefits for the Year Ended
December 31, 1993 4
Statement of Changes in Net Assets Available
for Benefits for the Year Ended
December 31, 1992 5
Notes to Financial Statements 6
<PAGE> 4
Report of Independent Public Accountants
----------------------------------------
To the Human Resource Policy Committee of
The United States Shoe Corporation
We have audited the accompanying statements of net assets available for
benefits of THE UNITED STATES SHOE CORPORATION SALARIED EMPLOYEES TAX INCENTIVE
SAVINGS PLAN as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1993 and 1992, and the changes in its net assets
available for benefits for the years then ended in conformity with generally
accepted accounting principles.
Cincinnati, Ohio /s/ Arthur Andersen LLP
October 3, 1994
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<TABLE>
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
FIDELITY FIDELITY U.S.
EQUITY FIDELITY RETIREMENT FIDELITY SHOE
INCOME MAGELLAN MONEY MARKET BALANCED COMMON LOAN TOTAL
FUND FUND FUND FUND STOCK FUND ALL FUNDS
---------- ---------- ---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Employer contribution
receivable $ - $ - $ - $ - $ 197,682 $ - $ 197,682
Master Trust investments,
including accrued investment
income 4,833,465 4,920,633 3,957,504 2,053,720 3,332,955 676,951 19,775,228
---------- ---------- ---------- ---------- ---------- -------- -----------
TOTAL NET ASSETS
AVAILABLE FOR BENEFITS $4,833,465 $4,920,633 $3,957,504 $2,053,720 $3,530,637 $676,951 $19,972,910
========== ========== ========== ========== ========== ======== ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
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<TABLE>
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1992
<CAPTION>
LOSANTIVILLE
TREASURY
FUND
-----------
<S> <C>
ASSETS:
Accrued investment income $ -
Employer contribution
receivable -
Investments, at market value
-----------
TOTAL NET ASSETS
AVAILABLE FOR BENEFITS $ -
===========
<CAPTION>
FIDELITY FIDELITY U.S.
EQUITY FIDELITY RETIREMENT FIDELITY SHOE
INCOME MAGELLAN MONEY MARKET BALANCED COMMON LOAN TOTAL
FUND FUND FUND FUND STOCK FUND ALL FUNDS
---------- ---------- ---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Accrued investment income $ - $ - $ - $ - $ 20,075 $ - $ 20,075
Employer contribution
receivable - - - - 239,758 - 239,758
Investments, at market value 4,034,408 3,252,226 5,840,541 2,276,587 1,872,311 476,720 17,752,793
---------- ---------- ---------- ---------- ---------- -------- -----------
TOTAL NET ASSETS
AVAILABLE FOR BENEFITS $4,034,408 $3,252,226 $5,840,541 $2,276,587 $2,132,144 $476,720 $18,012,626
========== ========== ========== ========== ========== ======== ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
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<PAGE> 7
<TABLE>
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
FIDELITY FIDELITY U.S.
EQUITY FIDELITY RETIREMENT FIDELITY SHOE
INCOME MAGELLAN MONEY MARKET BALANCED COMMON LOAN TOTAL
FUND FUND FUND FUND STOCK FUND ALL FUNDS
---------- ---------- ---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS, beginning
of year:
$4,034,408 $3,252,226 $5,840,541 $2,276,587 $2,132,144 $476,720 $18,012,626
---------- ---------- ---------- ---------- ---------- -------- -----------
INCREASES:
Contributions 450,404 836,293 491,378 368,575 820,653 - 2,967,303
Master trust income 871,495 874,018 136,112 422,158 820,201 41,180 3,165,164
Participant loan repayments 56,927 119,493 50,730 38,824 - (265,974) -
Transfers between funds, net 107,889 370,094 (406,583) (71,400) - - -
---------- ---------- ---------- ---------- ---------- -------- -----------
Total increases 1,486,715 2,199,898 271,637 758,157 1,640,854 (224,794) 6,132,467
---------- ---------- ---------- ---------- ---------- -------- -----------
DECREASES:
Distributions to participants 539,823 377,102 2,025,127 917,735 248,116 52,275 4,160,178
Participant loan withdrawals 139,031 165,348 114,868 58,053 - (477,300) -
Transfers between plans 8,804 (10,959) 14,679 5,236 (5,755) - 12,005
---------- ---------- ---------- ---------- ---------- -------- -----------
Total decreases 687,658 531,491 2,154,674 981,024 242,361 (425,025) 4,172,183
---------- ---------- ---------- ---------- ---------- -------- -----------
Net increase (decrease) 799,057 1,668,407 (1,883,037) (222,867) 1,398,493 200,231 1,960,284
---------- ---------- ---------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS, end of year $4,833,465 $4,920,633 $3,957,504 $2,053,720 $3,530,637 $676,951 $19,972,910
========== ========== ========== ========== ========== ======== ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
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<TABLE>
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1992
<CAPTION>
Losantiville
Treasury
Fund
--------------
<S> <C>
NET ASSETS AVAILABLE
FOR BENEFITS, beginning
of year: $ 403
--------------
INCREASES:
Contributions -
Interest and dividends -
Realized gains/(losses)
on sale of investments -
Participant loan repayments -
Transfers between funds, net (403)
Transfers from another
trust (Note 5) -------------
Total increases (403)
-------------
DECREASES:
Distributions to participants -
Participant loan withdrawals -
Unrealized (appreciation)/
depreciation -
--------------
Total decreases -
--------------
Net increase (decrease) (403)
--------------
NET ASSETS AVAILABLE
FOR BENEFITS, end of year $ -
==============
<CAPTION>
FIDELITY FIDELITY U.S.
EQUITY FIDELITY RETIREMENT FIDELITY SHOE
INCOME MAGELLAN MONEY MARKET BALANCED COMMON LOAN TOTAL
FUND FUND FUND FUND STOCK FUND ALL FUNDS
---------- ---------- ---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS, beginning
of year:
$3,122,680 $2,216,681 $3,438,543 $ 819,505 $1,545,146 $295,005 $11,437,963
---------- ---------- ---------- ---------- ---------- -------- -----------
INCREASES:
Contributions 458,072 896,473 594,593 397,481 897,892 - 3,244,511
Interest and dividends 136,361 419,647 162,438 105,697 70,485 30,287 924,915
Realized gains/(losses)
on sale of investments 30,881 (25,598) - 3,206 3,640 - 12,129
Participant loan repayments 36,311 66,579 45,222 28,654 - (176,766) -
Transfers between funds, net 368,950 322,809 (1,846,025) 1,154,669 - - -
Transfers from another
trust (Note 5) 16,466 9,281 7,532,164 3,575 3,558 - 7,565,044
---------- ---------- ---------- ---------- ---------- -------- -----------
Total increases 1,047,041 1,689,191 6,488,392 1,693,282 975,575 (146,479) 11,746,599
---------- ---------- ---------- ---------- ---------- -------- -----------
DECREASES:
Distributions to participants 329,688 336,971 3,984,627 163,135 269,424 71,906 5,155,751
Participant loan withdrawals 125,140 118,631 101,767 54,562 - (400,100) -
Unrealized (appreciation)/
depreciation (319,515) 198,044 - 18,503 119,153 - 16,185
---------- ---------- ---------- ---------- ---------- -------- -----------
Total decreases 135,313 653,646 4,086,394 236,200 388,577 (328,194) 5,171,936
---------- ---------- ---------- ---------- ---------- -------- -----------
Net increase (decrease) 911,728 1,035,545 2,401,998 1,457,082 586,998 181,715 6,574,663
---------- ---------- ---------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS, end of year $4,034,408 $3,252,226 $5,840,541 $2,276,587 $2,132,144 $476,720 $18,012,626
========== ========== ========== ========== ========== ======== ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
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<PAGE> 9
The United States Shoe Corporation
Salaried Employees Tax Incentive Savings Plan
Notes to Financial Statements
December 31, 1993 and 1992
(1) Plan Description-
----------------
The United States Shoe Corporation Salaried Employees Tax Incentive
Savings Plan (the Plan) was adopted October 1, 1984 by The United States
Shoe Corporation (the Company). Effective April 1, 1990, two new plans
were spun off from the Plan: the LensCrafters Tax Incentive Retirement
Savings Plan (the LensCrafters Plan) and the Women's Specialty Retailing
Tax Incentive Savings Plan (the Women's Specialty Retailing Plan). The
Plan provides eligible employees of the Footwear Manufacturing,
Wholesaling and Distribution Groups, and the Corporate office the
opportunity to save for future financial needs by setting aside a portion
of their compensation through payroll deductions. Employees contribute up
to 10% of their wages to the Plan, subject to the maximum contributions
allowable by law and to the contribution adjustments necessary to meet the
annual discrimination tests as required by the Internal Revenue Service.
Pursuant to Section 401(k) of the Internal Revenue Code, contributions to
the Plan are treated as deferred wages and, therefore, are not subject to
federal income tax until the amounts are paid out at a later time.
Participants direct their account balances to be invested in one or
more of four funds administered by Fidelity Institutional Retirement
Services. All contributions are invested directly into these elected
funds. The Company also makes Company matching contributions to the Plan
of up to 2.5% of a participant's compensation in the form of United States
Shoe Corporation stock.
The Plan covers all full-time salaried employees of the Footwear and
Corporate operating groups of the Company (as defined in the Plan
agreement) who have attained age 21 and have completed one year of service
as defined by the Plan agreement. Participants who transfer between
divisions may transfer their account balance between the three plans.
Participants who terminate employment receive 100% of their
contributions and the Company matching contributions, and Plan earnings
which have been credited to their respective accounts. In addition,
subject to approval by the Administrator, participants may apply for
hardship withdrawals or may apply for
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<PAGE> 10
a loan against their account balance. Hardship withdrawals are made
for tuition and fees for the participant and/or dependents, medical costs,
and acquisition or rehabilitation of principal residence. If the Plan is
terminated all contributions and Plan earnings will be credited to the
accounts of the participants.
The Plan is administered by the Company through the Human Resource
Policy Committee of The United States Shoe Corporation. Effective January
1, 1993 the Human Resource Policy Committee approved a change in trustees
from Star Bank, N.A. to Fidelity Management Trust Company. Administrative
expenses of the Plan are paid by the Company.
(2) Significant Accounting Policies
-------------------------------
(a) INCOME TAXES--The Plan is exempt from federal income taxes
under Section 401 of the Internal Revenue Code. A favorable tax
determination letter has been received covering the plan agreement.
Although the Plan has a favorable tax determination letter from the
IRS, it has not been updated for the latest plan amendments. However,
the Plan sponsor (the Company) and legal counsel are of the opinion
that the Plan, as amended, meets the IRS requirements and therefore
the Plan continues to be tax exempt.
(b) INVESTMENTS AND INVESTMENT VALUATION--Effective April 1,
1993, the assets of the Plan and those of two other Plans of the
Company were placed in a Master Trust at Fidelity Management Trust
Company. The Plan invests in a number of segregated investment funds
in accordance with the participants' directions. Investments, except
for loans, are valued at quoted market prices on the last business day
of the plan year.
At December 31, 1993 and 1992 the participant investment
options, and the nature of the underlying assets of these investment
options are summarized below:
INVESTMENT UNDERLYING ASSET
----------------------- ---------------------------------------
Fidelity Equity Income Common stock, convertible securities,
Fund fixed income securities, foreign
securities and preferred stocks.
Fidelity Magellan Fund Medium to large growth company stocks,
fixed income securities, and foreign
issues.
Fidelity Retirement Foreign and domestic money market
Money Market Fund instruments with maturities of one year
or less. Investments are not insured/
guaranteed by the U.S. Government
Fidelity Balanced Fund Diversified portfolio of common and
preferred stocks and bonds (Baa or BBB
or better as rated by Moody's and
Standard and Poor's, respectively).
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(c) BASIS OF ACCOUNTING--The statements are prepared on the
accrual basis of accounting.
(d) REALIZED AND UNREALIZED GAINS AND LOSSES--In accordance
with Department of Labor regulations, realized and unrealized gains
and losses are based on the value of the investments as of the
beginning of the plan year or at the time of purchase, if purchased
during the year.
(e) LIMIT FOR CONTRIBUTIONS--In the 1993 and 1992 plan years,
the maximum pay limit for contributions to qualified retirement plans
was $235,840 and $228,860, respectively. Effective January 1, 1994,
this limit was reduced by law to $150,000.
(3) Plan Investments and Investment Income-
--------------------------------------
On April 1, 1993, the Plan's assets were placed in a Master Trust
managed by Fidelity Management Trust Company, which was established for
the purpose of collectively investing the assets of the Company's tax
incentive savings plans. Investment growth is allocated to each
participating plan, on a fund by fund basis, based on its proportionate
share of each fund's assets. Accrued investment income of $17,738 has
been included in Master Trust investments in the accompanying financial
statements.
At December 31, 1993, the Master Trust investments consisted of the
following at market rate:
1993
-----------
Fidelity Equity Income Fund $ 9,076,840
Fidelity Magellan Fund 13,066,390
Fidelity Retirement Money Market Fund 7,973,787
Fidelity Balanced Fund 5,407,877
U.S. Shoe Common Stock 9,202,995
Loan Fund 1,673,975
-----------
$46,401,864
===========
At December 31, 1993, the Plan's investments represented approximately
42.6% of the Master Trust investments.
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<PAGE> 12
For the year ended December 31, 1993, the Master Trust investment
income consisted of the following:
1993
----------
Interest and dividend income $2,541,648
Increase in current value of:
Investments sold during the year 596,092
Investments held at yearend 4,311,077
----------
Realized and unrealized gains 4,907,169
----------
Total investment income $7,488,817
==========
Additional information concerning the Master Trust, including the
schedule of reportable transactions and the schedule of assets held for
investment purposes is included in the 1993 Master Trust Annual Report
(Employer Identification Number 04-6568107) filed with the Department of
Labor.
As of December 31, 1992, the assets of the Plan were not included in
the Master Trust. Investments which were greater than 5% of Plan assets
consisted of the following:
DECEMBER 31, 1992
--------------------------
COST MARKET VALUE
---------- ----------
Fidelity Equity Income Fund $3,531,748 $4,034,408
Fidelity Magellan Fund 3,275,913 3,252,226
Fidelity Retirement Money Market Fund 5,840,541 5,840,541
Fidelity Balanced Fund 2,253,277 2,276,587
U.S. Shoe Common Stock 1,892,841 1,872,311
(4) Plan Amendments-
---------------
Effective July 13, 1992, the Plan was amended to allow the merger of
the Hahn Shoe Profit Sharing Plan (Hahn Plan) assets into the Plan as a
result of the sale of the assets of The Hahn Shoe Division. The
participant balances transferred were 100% vested. Effective September
30, 1992 Hahn Plan assets of $7,565,044 were transferred into the Plan.
(5) Subsequent Event-
----------------
In May 1994, the Board of Directors approved changes to the current
plan structure which will be effective January 1, 1995. Under the
proposed structure the LensCrafters and Women's Specialty Retailing Tax
Incentive Savings Plans will be merged into the Plan. Employees will be
able to contribute up to 15% of their wages to the Plan, subject to the
maximum contributions allowable by law and to contribution adjustments
necessary to meet the annual discrimination tests required by the Internal
Revenue Service.
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<PAGE> 13
Additionally, the Company matching contributions to the Plan will be
revised from 50% of participants' contributions up to a maximum of 5% of
wages to 100% of participants' contributions up to a maximum of 3% of
wages. Finally, a discretionary Company matching contribution will be
added to the Plan. The discretionary match, which will be based on the
Company's financial performance, will be equal to 50% of a participant's
contributions up to a maximum of 3% of wages.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated October 3, 1994, included in this Annual Report
on Form 11-K for The United States Shoe Corporation Salaried Employees Tax
Incentive Savings Plan for the year ended December 31, 1993, into the Company's
registration statement filed on Form S-8 filed with the Securities and Exchange
Commission on October 4, 1994.
/s/ Arthur Andersen LLP
Cincinnati, Ohio,
October 4, 1994
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Associate Benefits Committee have duly caused this annual report
to be signed by the undersigned, thereunto duly authorized.
THE UNITED STATES SHOE CORPORATION
SALARIED EMPLOYEES TAX INCENTIVE
SAVINGS PLAN
By /s/ James P. Maloney
----------------------------
James P. Maloney,
Chairman Associate
Benefits Committee
October 3, 1994
