<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1994
Registration No. 33-________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
THE UNITED STATES SHOE CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0474200
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE EASTWOOD DRIVE
CINCINNATI, OHIO 45227
(513) 527-7000
(Address, including zip code, of registrant's principal executive office)
_____________________________________
THE UNITED STATES SHOE CORPORATION
ASSOCIATES' DISCOUNTED STOCK PURCHASE PLAN
(Full title of the plan)
_____________________________________
JAMES J. CROWE, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE UNITED STATES SHOE CORPORATION
ONE EASTWOOD DRIVE
CINCINNATI, OHIO 45227
(513) 527-7500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
_____________________________________
Please send copies of all communications to:
JOHN S. STITH, ESQ.
FROST & JACOBS
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 651-6800
________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Per Share(1) Offering Price Fee
Registered
<S> <C> <C> <C> <C>
Common Shares,
without
par value 500,000(2) $ 19.25 $ 9,625,000 $ 3,318.97
<FN>
(1) Computed solely for the purpose of calculating the registration fee, based
upon the $19.25 average of the high and low prices per share on the New York
Stock Exchange on June 20, 1994, pursuant to Rule 457.
(2) Aggregate number of Common Shares for which options may be issued pursuant
to The United States Shoe Corporation Associates' Discounted Stock Purchase
Plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by the Corporation with the
Securities and Exchange Commission and are incorporated herein by reference:
1. The Corporation's Annual Report on Form 10-K for the fiscal
year ended January 29, 1994.
2. The Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1994.
All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this registration statement and prior to the termination of the
offering of the Common Shares shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement herein or contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
registration statement.
Copies of the above documents (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
such documents) and of the Company's 1993 Annual Report to Shareholders may be
obtained upon request without charge from the Secretary, The United States Shoe
Corporation, One Eastwood Drive, Cincinnati, Ohio 45227, (513) 527-7501.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON SHARES
-------------
The Common Shares of the Corporation are without par value. The
Common Shares are entitled to such dividends as the Board of Directors of the
Corporation may lawfully declare from time to time, subject to the restrictions
described below. Each Common Share is entitled to one vote on all matters,
except that under Ohio law votes may be cumulated for the election of
Directors. The Common Shares are entitled to participate ratably in the
distribution of the net assets of the Corporation upon liquidation, subject to
the restrictions described below and after payment of debts and expenses. The
holders of Common Shares have no pre-emptive rights. The Common Shares carry
no conversion rights, redemption provisions or sinking fund provisions. All of
the outstanding Common Shares of the Corporation are, and the Common
<PAGE> 3
Shares offered hereby will be, fully paid and nonassessable. At June 20, 1994,
46,154,538 Common Shares were issued and outstanding.
PREFERRED SHARES
----------------
The Corporation also has authorized 750,000 Voting Preferred Shares
and 750,000 Non-Voting Preferred Shares, together referred to as "Preferred
Shares". The Corporation presently has no outstanding Preferred Shares,
although 300,000 Voting Preferred Shares have been reserved for possible future
issuance as Series A Preference Shares in connection with the Corporation's
Share Purchase Rights Plan (see "Extraordinary Corporate Transactions", below.)
The Board of Directors is authorized to issue the Preferred Shares from time to
time in series and to fix the dividend rates and dividend dates, liquidation
prices, redemption rights and redemption prices, sinking fund requirements,
conversion rights, restrictions, if any, on the creation of indebtedness and on
the issuance of such shares, and certain other rights, preferences and
limitations.
No dividends or other distributions (other than dividends payable in
Common Shares) may be paid to the holders of Common Shares unless all
cumulative dividends on the Preferred Shares have been paid, or declared and
funds set aside for payment, and until sums required to meet sinking fund
requirements, if any, have been set aside. The accumulated dividends on the
Preferred Shares and the liquidation price, if any, fixed prior to issuance
would have a preference over any payments to be made to the holders of Common
Shares upon liquidation.
Each Voting Preferred Share will entitle the holder thereof to one
vote on all matters upon which the holders of Common Shares are entitled to
vote. Ordinarily the holders of Non-Voting Preferred Shares will not be
entitled to vote on any matter. However, under certain circumstances involving
the failure to pay dividends, all of the holders of Preferred Shares, voting
separately as a class, will be entitled to elect two directors of the
Corporation. The affirmative vote of the holders of certain designated
percentages of the Preferred Shares, as a class and in certain cases by series,
is required to effect or validate certain actions, including (a) the
authorization of any shares ranking prior to or in parity with the Preferred
Shares; (b) the change of any provision of (i) the Articles of Incorporation or
(ii) any series of Preferred Shares, whereby the rights or preferences of the
Preferred Shares or any series of Preferred Shares would be adversely affected;
and (c) an increase in the authorized number of Preferred Shares.
Each Series A Preference Share, if issued pursuant to the terms of the
Share Purchase Rights Plan (see "Extraordinary Corporate Transactions", below),
will have a minimum preferential quarterly dividend rate of $50 per share, but
will be entitled to an aggregate dividend of 100 times the dividend declared on
a Common Share. In the event of liquidation, the holders of the Series A
Preference Shares will receive a preferred liquidation payment of $200 per
share, but will be entitled to receive an aggregate liquidation payment equal
to 100 times the payment per Common Share. Each Series A Preference Share will
have one vote on all matters submitted to a vote of the shareholders. In the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged for or changed into other stock or securities, cash or other
property, each Series A Preference Share will be entitled to receive 100 times
the amount received per Common Share.
<PAGE> 4
OTHER RESTRICTIONS AS TO DIVIDENDS AND CERTAIN OTHER PAYMENTS
-------------------------------------------------------------
Certain agreements with respect to long-term obligations of the
Corporation contain provisions which, among other restrictions, limit total
consolidated indebtedness, require the maintenance of certain minimum amounts
of working capital, and limit repurchases of Common Shares and the payment of
cash dividends by the Corporation. Annually updated information with respect
to the extent to which consolidated retained earnings are restricted as to the
payment of cash dividends is set forth in the Corporation's Annual Reports on
Form 10-K (Notes to Consolidated Financial Statements) filed with the
Commission and is incorporated in this Prospectus by reference. See
"Incorporation of Certain Documents by Reference", above.
EXTRAORDINARY CORPORATE TRANSACTIONS
------------------------------------
In March 1986 the Board of Directors of the Corporation adopted a
Share Purchase Rights Plan. The Board of Directors approved certain amendments
to the Plan on March 23, 1988. Under the Plan, shareholders of record on April
14, 1986 received, in connection with each Common Share owned, the right to
purchase one one-hundredth of a Series A Preference Share at an exercise price
of $200, subject to adjustment (collectively, the "Rights"). The Rights are
exercisable for Series A Preference Shares following (i) public announcement
that a person or group has acquired, or has obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Shares, or (ii)
the commencement of, or public announcement of an intention to make, a tender
offer or exchange offer if, upon consummation, such person or group would be
the beneficial owner of 30% or more of the outstanding Common Shares.
Similarly, if any person or group acquires 20% or more of the outstanding
Common Shares, the Rights also would entitle the holder to purchase Common
Shares (or other securities or property of the Corporation) at half the market
value, except if the 20% acquisition is made pursuant to a tender or exchange
offer for all outstanding Common Shares which the directors of the Corporation
who are not officers deem to be in the best interests of the Corporation and
its shareholders (a "Permitted Offer"). Upon the occurrence of certain other
events (including a merger in which the Corporation's Common Shares are changed
or 50% or more of the Corporation's assets or earning power is sold or
transferred), the Rights would entitle the holder to purchase common stock in
the acquiring entity at half its market value, except in connection with
certain transactions following a Permitted Offer. All of the Rights may be
redeemed by the Corporation at a price of $.05 per Right; however, the Rights
may not be redeemed, except in limited circumstances, after a person or group
acquires 20% or more of the outstanding Common Shares. The Rights also may be
redeemed in connection with certain negotiated transactions. The Rights will
expire on April 14, 1996.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Partners and associate attorneys of Frost & Jacobs own approximately
7,172 Common Shares of the Corporation.
<PAGE> 5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Corporation's Regulations requires indemnification
of directors and officers in accordance with the provisions of Section
1701.13(E), Ohio Revised Code. Article IV consists of a brief statement to the
effect that the Corporation shall, to the full extent permitted by the General
Corporation Law of Ohio, indemnify all persons whom it may indemnify pursuant
thereto.
Section 1701.13(E) permits, under certain conditions, indemnification
by a corporation of any person who was or is a party or who is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving some other enterprise in a similar
capacity at the request of the corporation. Section 1701.13(E) permits such
indemnification against expenses, including attorneys' fees, and against
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person under certain prescribed conditions with respect to any
proceeding other than an action by or in the right of the corporation, and
permits such indemnification against expenses, including attorneys' fees,
similarly incurred in connection with the defense or settlement of an action or
suit by or in the right of the corporation. Section 1707.13(E) does not permit
indemnification of a director in actions in which the only liability asserted
against the director is pursuant to Section 1701.95, Ohio Revised Code.
Section 1701.95 states that directors who vote for or assent to certain types
of transactions are jointly and severally liable to the corporation. The
prohibited transactions are (i) payment of a dividend or distribution, or the
making of a distribution of assets to shareholders, or the purchase or
redemption of the corporation's own shares, contrary to law or the
corporation's Articles, (ii) a distribution of assets to shareholders during
the winding up or dissolution of a corporation without the payment of all known
obligations of the corporation, or without making adequate provision for the
payment of such obligations, and (iii) the making of loans, other than in the
ordinary course of business, to an officer, director or shareholder of a
corporation.
The directors and officers of the Corporation are covered by an
insurance policy with Federal Insurance Company, a member of the Chubb Group of
Insurance Companies, indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as amended, which
might be incurred by them in such capacities and against which they cannot be
indemnified by the Corporation. Additionally, the Corporation has excess
layers of similar coverage under policies with various carriers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted pursuant to the provisions of the
Corporation's Regulations to directors, officers or persons controlling the
Corporation, the Corporation has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in that
Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 6
ITEM 8. EXHIBITS.
This Form S-8 Registration Statement includes the following exhibits:
4. a. The United States Shoe Corporation Associates' Discounted Stock
Purchase Plan.
b. The Corporation's Amended Articles of Incorporation, as amended.
c. The Corporation's Regulations, as amended.
d. Rights Agreement between the Corporation and Morgan Guaranty
Trust Company of New York, dated as of March 31, 1986,
incorporated herein by reference to the Corporation's Form 8-A,
dated April 9, 1986 and filed with the Commission. First
Amendment to Rights Agreement between the Corporation and Morgan
Shareholders Services Trust Company, dated as of March 23, 1988,
incorporated herein by reference to the Corporation's Current
Report on Form 8-K, dated March 23, 1988 and filed with the
Commission. Second Amendment to Rights Agreement among the
Corporation, Morgan Shareholder Services Trust Company and The
Bank of New York, dated as of June 1, 1993.
5. Opinion of Frost & Jacobs, Esqs., dated June 24, 1994, concerning
the legality of the securities being registered.
23. a. Consent of Frost & Jacobs (included in Exhibit 5 hereto).
b. Consent of Arthur Andersen & Co.
24. Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales of the
securities registered hereunder 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 this
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;
<PAGE> 7
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in the
registration statement;
provided, however, that this undertaking will only apply to
the extent that the information listed in clauses (i) and
(ii) hereof is not contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on the 24th day of
June, 1994.
THE UNITED STATES SHOE CORPORATION
By /s/ K. Brent Somers
--------------------------------
K. Brent Somers
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
- ----------------------------
Bannus B. Hudson
President and Chief Executive Officer
Principal Financial Officer:
- ----------------------------
K. Brent Somers
Vice President - Finance
By /s/ K. Brent Somers
Principal Accounting Officer: -------------------------
- ----------------------------- K. Brent Somers
Edwin C. Gerth as attorney-in-fact and
Vice President - Corporate Controller on his own behalf as
Principal Financial Officer
Directors:
- ----------
Philip E. Beekman June 24, 1994
Roger L. Howe
Bannus B. Hudson
Charles S. Mechem, Jr.
John L. Roy
Phyllis S. Sewell
<PAGE> 9
EXHIBIT INDEX
EXHIBIT PAGE
4.a. Associates' Discounted Stock Purchase Plan.
4.b. Amended Articles of Incorporation, as amended.
4.c. Regulations, as amended.
4.d. Rights Agreement, as amended (incorporated by reference).
Second Amendment to Rights Agreement.
5. Opinion of Frost & Jacobs Esqs.
23.a. Consent of Frost & Jacobs (included in Exhibit 5 hereto).
23.b. Consent of Arthur Andersen & Co.
24. Powers of Attorney.
<PAGE> 1
EXHIBIT 4.a
THE UNITED STATES SHOE CORPORATION
ASSOCIATES' DISCOUNTED STOCK PURCHASE PLAN
1. NAME AND PURPOSE OF PLAN
(a) The plan set forth herein shall be known as The United States
Shoe Corporation Associates' Discounted Stock Purchase Plan (the "Plan").
(b) The purpose of the Plan is to enable employees of The United
States Shoe Corporation (such corporation being herein called the
"Corporation"), and any corporation of which at least 80% of the total combined
voting power of all classes of its stock is owned by the Corporation (any such
corporation being herein called a "Subsidiary", and the Corporation and all
such Subsidiaries being herein collectively called the "Employer"), to acquire
a proprietary interest in the growth and performance of the Corporation and
thereby an increased incentive to work for the future success of the Employer,
by offering employees the opportunity to acquire common shares (without par
value) of the Corporation (such shares being herein called "Common Shares")
through written offers of the Corporation to sell such common shares (such
written offers being herein called "Options").
(c) The Plan is intended to qualify as an "employee stock purchase
plan" under section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the provisions of the Plan shall be construed in a manner
consistent with the requirements of that Code section.
2. ADMINISTRATION
(a) The Plan shall be administered by a committee of at least
three directors and/or employees of the Employer who shall be appointed from
time to time by and serve at the pleasure of the Board of Directors of the
Corporation (such committee being herein called the "Committee").
(b) The Committee shall, subject to the applicable provisions of
the Plan, have full authority and discretion to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
prepare forms to use with respect to the Plan, to prepare material explaining
the Plan to employees, and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determination as
to any matter relating to the interpretation of the Plan shall be conclusive on
all persons. No additional compensation shall be payable to the members of the
Committee for serving in such capacity.
(c) The Committee may delegate to any other persons the ability to
act on behalf of the Committee with respect to any of the duties assigned to
the Committee under the Plan. Any action of such persons, when within the
scope of their authority as assigned by the Committee, shall be treated the
same as if it had been performed by the Committee. The Committee shall, if it
delegates any of its duties to other persons, oversee the activity of such
persons to ensure that the duties delegated to such persons are being performed
competently.
<PAGE> 2
(d) Further, the Committee shall appoint a bank, a brokerage
house, or any other entity, which is not part of the controlled group of
corporations (within the meaning of section 1563 of the Code) that includes the
Corporation, to act as custodian for certain stock accounts required under the
subsequent provisions of the Plan, to issue statements to employees concerning
their stock accounts, and to do any other duties assigned to the custodian by
the terms of the Plan or by the Committee (such bank or other entity being
herein called the "Custodian").
(e) The compensation of the Custodian for providing services for
the Plan shall be determined by agreement of the Committee and the Custodian.
(f) The Custodian shall serve at the pleasure of the Committee and
may be terminated at any time by the Committee upon at least 60 days prior
written notice to the Custodian (or upon such lesser notice as is agreed to by
the Committee and the Custodian). Similarly, the Custodian may resign its
position as Custodian at any time upon at least 60 days prior written notice to
the Committee (or upon such lesser notice as is agreed to by the Committee and
the Custodian). If any Custodian is terminated or resigns, the Committee shall
appoint another bank, brokerage house, or other entity, which is not part of
the controlled group of corporations that includes the Corporation, to serve as
Custodian under the Plan as of the effective date of the prior Custodian's
termination or resignation.
(g) Except as otherwise may be expressly provided in the Plan, all
expenses of administering the Plan, including the compensation of the
Custodian, shall be paid by the Employer.
3. AGGREGATE NUMBER OF SHARES AVAILABLE FOR OPTIONS
The aggregate number of Common Shares that may be purchased under
Options granted pursuant to the Plan shall be 500,000 Common Shares. Upon the
expiration or termination of any Option that has not been exercised, the
unpurchased Common Shares covered by such Option may be made available for
other Options to be granted under the Plan. The Common Shares that may be
purchased under Options granted pursuant to the Plan shall be authorized and
unissued shares.
4. OPTION TERMS AND CONDITIONS
(a) MONTHLY AWARDS OF OPTIONS. Subject to the provisions of
paragraph (g) of this Section 4, a separate Option shall be granted on the last
business day of each calendar month which begins while the Plan is in effect
(such day being herein called such Option's "Option Date") to each person who
is an eligible employee (under paragraph (b) of this Section 4) on such Option
Date. Such Option shall be exercisable on (and only on) the Option's Option
Date under the provisions of paragraph (g) of this Section 4. The other terms
of such Option shall also be determined under the following provisions of this
Section 4. No Options other than Options required under this paragraph (a)
shall be granted under the Plan.
<PAGE> 3
(b) ELIGIBLE EMPLOYEES.
(i) For all purposes of the Plan, a person shall be deemed to
be an "eligible employee" on any Option's Option Date if he is, on such date,
an employee of the Corporation or any Subsidiary; except that, notwithstanding
the foregoing, he shall not be considered an eligible employee on such Option
Date (1) if he is on such date a seasonal employee, (2) if he has not completed
by such date at least four months of service with the Employer, or (3) if he
would, immediately after the grant of the Option that would otherwise be
granted to him under the Plan on such Option Date, own stock, and/or hold
outstanding options to purchase stock, possessing 5% or more of the total
combined voting power or value of all classes of stock of the Corporation (or
of any parent corporation or subsidiary corporation, as such terms are defined
in section 424(e) and (f) of the Code, of the Corporation).
(ii) For purposes of the Plan, a "seasonal employee" means
any employee who is customarily employed by the Employer for five months or
less in any calendar year.
(iii) In addition, for all purposes of the Plan, an employee
shall be deemed to have completed four months of service with the Employer on
the fourth monthly anniversary of his first day of service as an employee of
the Employer.
(iv) Also for all purposes of the Plan, the rules of section
424(d) of the Code shall apply when determining an employee's ownership of the
total combined voting power or value of all classes of stock of the Corporation
(or any parent corporation or subsidiary corporation of the Corporation).
(c) MAXIMUM NUMBER OF SHARES SUBJECT TO ANY OPTION.
(i) Except to the extent provided in subparagraph (iv) of
this paragraph (c) and subject to the other provisions of the Plan concerning
the exercise of an Option, any Option granted under the Plan will offer to the
eligible employee to whom the Option is granted the right to purchase any
number of Common Shares up to the number produced by dividing (1) 10% of his
compensation for all pay days which fall during the period beginning on the
first day of the calendar month in which occurs the Option's Option Date and
ending on such Option Date by (2) 85% of the fair market value of a Common
Share on such Option Date.
(ii) For all purposes of the Plan, an employee's
"compensation" for any pay day means (1) all compensation payable in cash (or
by check or payroll deposit) by the Employer to the employee on such day and
reportable on a Form W-2 plus (2) any elective contributions that are made by
the Employer on behalf of the employee to a profit sharing plan or a cafeteria
plan, that would otherwise be paid to the employee in cash (or by check or
payroll deposit) by the Employer on such pay day, and that are not includible
in the employee's income for federal income tax purposes by reason of section
402(e)(3) or 125 of the Code. Notwithstanding any other provision of the Plan
which may be read to the contrary, an employee's "compensation" for purposes of
the Plan shall not in any event, even if includible in income for federal
income tax purposes, include reimbursements or other expense allowances, fringe
benefits (such as use
<PAGE> 4
of an employer automobile), or welfare benefits (such as premiums for
group-term life insurance).
(iii) Notwithstanding any other provision of the Plan to the
contrary, the aggregate fair market value of Common Shares with respect to
which Options are exercisable by any employee during any calendar year under
the Plan, plus the aggregate fair market value of any shares of the Corporation
(or any parent corporation or subsidiary corporation, as such terms are defined
in section 424(e) and (f) of the Code, of the Corporation) with respect to
which options are exercisable by such employee during such calendar year under
all other employee stock purchase plans (within the meaning of section 423 of
the Code) of the Corporation (or any parent corporation or subsidiary
corporation, as such terms are defined in section 424(e) and (f) of the Code,
of the Corporation), shall not exceed $25,000.
(iv) To the extent the fair market value of the maximum
number of Common Shares that would otherwise be purchasable under any specific
Option granted to an eligible employee under the Plan in the absence of this
subparagraph (iv) would, when combined with the aggregate fair market value of
those shares with respect to which options were granted under the Plan and all
other employee stock purchase plans (within the meaning of section 423 of the
Code) of the Corporation (and any parent corporation or subsidiary corporation,
as such terms are defined in section 424(e) and (f) of the Code, of the
Corporation) on or prior to the subject Option's Option Date to the employee
and which are exercisable by the employee during the calendar year in which the
subject Option's Option Date occurs, exceeds $25,000, then the maximum number
of Common Shares which would otherwise be purchasable under the subject Option
shall be reduced to the extent necessary (including to zero Common Shares if
necessary) so that such $25,000 limit is not exceeded.
(v) For purposes of subparagraphs (iii) and (iv) of this
paragraph (c), the fair market value of any Common Shares which are subject to
an Option granted under the Plan, or any shares which are subject to an option
granted under any other employee stock purchase plan of the Corporation (or of
any parent corporation or subsidiary corporation, as such terms are defined in
section 424(e) and (f) of the Code, of the Corporation), shall be determined as
of the date such option is granted.
(d) OPTION PRICE. The price at which the Common Shares subject to
any Option granted under the Plan to an eligible employee may be purchased by
such employee (such price being herein called that Option's "Option Price")
shall be equal to 85% of the fair market value of such Common Shares on such
Option's Option Date.
(e) OTHER OPTION REQUIREMENTS. Any Option granted under the Plan
to an eligible employee (1) shall be granted only with respect to Common Shares
and only to the extent required by the other provisions of this Section 4; (2)
shall be exercised only to the extent required and in the manner provided by
the other provisions of this Section 4; (3) shall not be transferable by the
employee except by will or the laws of descent and distribution, and during the
employee's lifetime shall be exercisable only by him; and (4) shall be subject
to all other provisions of the Plan.
<PAGE> 5
(F) PAYROLL DEDUCTIONS.
(i) Any employee of the Employer who will have completed at
least four months of service with the Employer, and will not be considered a
seasonal employee, by the last business day of any calendar month (assuming his
employment with the Employer will not terminate prior to such last business
day) may elect, by filing an appropriate written notice with the Committee at
least seven days prior to his first pay day which occurs in such calendar
month, to have any dollar amount deducted (on an after-tax basis) from the
portion of his compensation which is otherwise payable to him on such pay day
(and, until such election is changed or terminated under the following
provisions of this paragraph (f), for each subsequent pay day); except that the
amount to be deducted for any pay day may not be less than $10 or exceed 10% of
his compensation for such pay day.
(ii) In addition, such employee may also elect, by filing an
appropriate written notice with the Committee at least seven days prior to his
first pay day which occurs in any subsequent calendar month, to change the
amount of his compensation being deducted for such pay day or any later pay day
to a different dollar amount, provided the new amount is not less than $10 or
more than 10% of his compensation for such pay day.
(iii) Further, such employee may also elect, by filing an
appropriate written notice with the Committee at least seven days prior to any
subsequent pay day, to terminate the deduction of any amount of his
compensation for such pay day (and, until a new deduction election is made
under subparagraph (i) of this paragraph (f), for each subsequent pay day)
under the Plan.
(iv) The ability of an employee to have payroll deductions
taken pursuant to the Plan is also subject to the provisions of paragraph (g)
of this Section 4.
(v) Any amounts deducted from an employee's compensation for
all pay days that occur during a calendar month will be allocated to a
bookkeeping account maintained by the Committee in the name of the employee
(such account being herein called the employee's "payroll deduction account").
The amounts allocated to the employee's payroll deduction account shall not,
however, be contributed to a trust or otherwise funded. Further, no interest
or other amount shall be paid or allocated on any payroll deductions allocated
to the employee's payroll deduction account.
(vi) All amounts allocated to an employee's payroll
deduction account as of the last business day of any calendar month shall be
used either to purchase Common Shares which are covered by any Option that is
exercised by such employee on such date or paid to the employee (or, in the
event of his death, to his estate), as is provided in paragraph (g) of this
Section 4.
(G) EXERCISE OF OPTION.
(i) Except to the extent provided in subparagraph (ii) or
(iii) of this paragraph (g), any specific Option granted to an eligible
employee under the Plan shall be deemed to have
<PAGE> 6
been exercised automatically by the employee on the Option's Option Date for
the number of Common Shares (including any fractional share) which the
accumulated payroll deductions then allocated to his payroll deduction account
will purchase at the applicable Option Price of such Option, provided that the
number of Common Shares that may be purchased may not exceed the maximum number
of Common Shares available for purchase under the Option pursuant to paragraph
(c) of this Section 4. The amounts then allocated to the eligible employee's
payroll deduction account shall be used to purchase from the Corporation (at
the applicable Option Price of such Option) the number of the Common Shares to
be purchased under the immediately preceding sentence. No amounts other than
payroll deductions allocated to the employee's payroll deduction account as of
the subject Option's Option Date may be used to purchase Common Shares covered
under such Option.
(ii) Notwithstanding the foregoing, any specific Option
granted to an eligible employee under the Plan shall not be exercisable if the
employee files a written notice with the Committee on or prior to the Option's
Option Date stating that he does not want to exercise any Option granted to him
on such Option Date. While the employee may elect that he does not want to
exercise the Option in its entirety, he may not elect to exercise only a part
of such Option.
(iii) Also notwithstanding the foregoing, if the number of
Common Shares that would be purchased in the aggregate by all eligible
employees on any specific Option Date under the other provisions of the Plan
(in the absence of this subparagraph (iii)) would cause the limitation on the
aggregate number of Common Shares which can be purchased under the Plan set
forth in Section 3 of this Plan to be violated, then the number of Common
Shares that may be purchased by any one eligible employee on such Option Date
shall be limited to the product produced by multiplying the number of Common
Shares that would be purchased by such eligible employee on such Option Date
under the other provisions of the Plan (in the absence of this subparagraph
(iii)) by a fraction. Such fraction (1) shall have a numerator equal to the
maximum number of Common Shares which could be purchased under the Plan on such
Option Date by all employees without violating the limitation set forth in
Section 3 of this Plan and (2) shall have a denominator equal to the number of
Common Shares that would be purchased in the aggregate by all eligible
employees on such Option Date under the other provisions of the Plan (in the
absence of this subparagraph (iii)).
(iv) Any amounts allocated to an employee's payroll deduction
account as of the last business day of any calendar month which are not used to
purchase Common Shares under the foregoing provisions of this paragraph (g) for
any reason (e.g., because the employee turns out not to be an eligible employee
on such day and hence does not have an Option granted to him on such day or
because an Option granted to him on such day is not exercisable in full by
reason of subparagraph (ii) or (iii) of this paragraph (g)), shall be paid by
the Employer to the employee as soon as administratively practical following
such day. Such amounts may not be carried over to following months and used to
purchase Common Shares covered by any subsequently granted Option.
<PAGE> 7
(H) ESTABLISHMENT AND DISTRIBUTION OF STOCK ACCOUNT.
(i) Until distributed or sold under the following provisions
of this paragraph (h), all Common Shares purchased under Options granted to an
employee under the Plan shall be held in an account by the Custodian for the
employee (such account being herein called the employee's "Stock Account").
Any Common Shares held in an employee's Stock Account shall at all times
constitute assets of the employee and not of the Custodian or the Employer, and
the employee shall be entitled to all the rights and privileges of a
shareholder with respect to shares held in his Stock Account, including full
voting and dividend rights applicable to Common Shares.
(ii) Further, if the Custodian is licensed to act as a broker
and if Common Shares are listed on a national securities exchange, any
dividends paid on Common Shares held in an employee's Stock Account shall be
used by the Custodian, as soon as administratively practical following their
payment, to purchase, for the employee's Stock Account and on the largest
national securities exchange on which Common Shares are then listed, the
maximum number of Common Shares which such amounts can purchase at the then
market price of such shares (and after paying for any commission or other
expenses of sale). If the Custodian is not licensed as a broker or if Common
Shares are not listed on a national securities exchange, any dividends paid on
Common Shares held in an employee's Stock Account shall be distributed by the
Custodian to the employee (or, in the event of the employee's death, his
estate) as soon as administratively practical following the last day of the
calendar month in which such dividends are paid.
(iii) An employee (or, in the case of the employee's death,
his estate) may request at any time, pursuant to any reasonable administrative
rules established by the Committee and the Custodian for this purpose, that the
Custodian distribute to him (or, if applicable, his estate) the employee's
entire Stock Account or any portion of such Stock Account. As soon as
administratively practical following such request, the Custodian shall
distribute to the employee (or, in the event of the employee's death, his
estate) the portion of the employee's Stock Account which has been requested in
accordance with the following provisions:
(A) Except as is otherwise provided below, such
distribution shall be effected by the Custodian distributing to the employee
(or, if applicable, to his estate) a stock certificate for the number of Common
Shares then held in that portion of the employee's Stock Account which has been
requested. However, notwithstanding the foregoing, any fractional Common Share
which would otherwise be distributed from such Stock Account shall not be
distributed but instead shall be sold by the Custodian, on behalf of the
employee (or, if applicable, on behalf of his estate) and on the largest
national securities exchange on which Common Shares are then listed, for the
then market price of such fractional share less any commission or other
expenses of such sale (or, if Common Shares are not then listed on any national
securities exchange, such fractional share shall be sold by the Custodian to
the Corporation for the then fair market value of such fractional share), and
the net proceeds of such sale shall be distributed to the employee (or, in the
event of his death, to his estate).
<PAGE> 8
(B) Further, notwithstanding the foregoing, if
the Custodian is licensed to act as a broker and if Common Shares are listed on
a national securities exchange, the employee (or, in the event of the
employee's death, his estate) may request the Custodian to sell, on behalf of
the employee (or, if applicable, on behalf of his estate) and on the largest
national securities exchange on which Common Shares are then listed, all of the
Common Shares then held in that portion of the employee's Stock Account which
has been requested, for the then market price of such shares less any
commission or other expenses of such sale, in which case the net proceeds of
such sale shall be distributed to the employee (or, in the event of the
employee's death, to his estate) instead of a stock certificate being
distributed to the employee (or his estate).
(C) In the event a portion but not all of the
employee's Stock Account is to be distributed or sold under the foregoing
provisions of this subparagraph (iii), that portion of such Stock Account which
is to be distributed or sold shall be deemed to consist first of the part of
such Stock Account which is attributable to Common Shares purchased under the
provisions of subparagraph (ii) of this paragraph (h) (i.e., the part of such
Stock Account attributable to Common Shares purchased through the sale of
dividends paid on other Common Shares held in such Stock Account) and to
consist next, to the extent still necessary, of the part of such Stock Account
which is attributable to Common Shares purchased under the provisions of
paragraph (g) of this Section 4 (i.e., the part of such Stock Account
attributable to Common Shares purchased through the exercise of Options granted
under the Plan). That portion of the employee's Stock Account which is to be
distributed or sold shall also, to the extent it is attributable either to the
part of such Stock Account attributable to Common Shares purchased under the
provisions of subparagraph (ii) of this paragraph (h) or to the part of such
Stock Account attributable to Common Shares purchased under the provisions of
paragraph (g) of this Section 4 and to the extent it does not include such
entire part, be deemed to consist to the extent possible of Common Shares
purchased with respect to such part at the earliest points in time.
(iv) In addition, notwithstanding any other provision of
the Plan, the Committee may, at reasonable intervals, require all employees who
have terminated employment with the Employer (or, in the event of any such
employees' deaths, their estates) to file a request for the distribution of
their then existing Stock Accounts under the procedures described in
subparagraph (iii) of this paragraph (h) (or, if any such employee or estate
fails to file such request, in the manner described in subparagraph (iii)(A) of
this paragraph (h)).
(v) Notwithstanding any other provision of the Plan to
the contrary, an employee who requests distribution of his Stock Account more
than once in any calendar year shall be ineligible to be granted any Option
under the Plan, and ineligible to have payroll deductions allocated to a
payroll deduction account under the Plan, during any of the six consecutive
calendar months which immediately follow the calendar month in which he
requests the second or any subsequent distribution from his Stock Account
during such calendar year.
(vi) As soon as practical following the end of each
calendar quarter (or at such other intervals as the Committee may prescribe),
each employee who then has a Stock Account
<PAGE> 9
under the Plan shall be furnished by the Custodian a statement showing
the number of shares credited to his account and such other information as the
Committee prescribes.
5. MISCELLANEOUS PROVISIONS AS TO COMMON SHARES AND EXERCISE OF OPTIONS
(A) At the time of the transfer of Common Shares as a result of
the exercise of an Option, the Corporation shall have the right (without notice
to the applicable employee) to retain or sell a sufficient number of Common
Shares to cover the amount of any tax required by any government to be withheld
or otherwise deducted from such transfer and paid to such government, remitting
any balance to the Custodian. The employee shall have the right, however, to
provide the Corporation, prior to the transfer of the Common Shares, with the
funds to enable the Corporation to pay such tax, in which case the Corporation
shall not retain or sell any of such Common Shares at the time of their
transfer to the Custodian.
(B) If at any time the Committee shall determine, in its
discretion, that the listing of the Common Shares with respect to which any
Option is granted under the Plan on any securities exchange, the registration
or qualification of such shares under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of an Option or the purchase,
issue, or transfer of the Common Shares with respect to which the Option is
granted, then such Option may not be exercised in whole or in part unless and
until one of the following conditions is satisfied: (1) such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee, or (2) the
applicable employee shall have agreed that the Common Shares may be issued or
transferred subject to any restrictions that will make it unnecessary to effect
or obtain such listing, registration, qualification, consent, or approval.
(C) For purposes of the Plan, the fair market value of a Common
Share on any date shall be deemed to be: (i) the average of the highest and
lowest prices on such date of a Common Share on the largest national securities
exchange on which the Common Shares are then listed; or (ii) if there have been
no sales of Common Shares on such exchange on such date, the average of the
highest bid and lowest asked prices on such exchange at the close of business
on such date; or (iii) if there are no bid or asked prices on such exchange on
such date or if no national securities exchange then lists the Common Shares on
such date, the fair market value of a Common Share as determined by the
Committee in good faith.
6. CHANGES IN CAPITALIZATION
Notwithstanding any other provision of the Plan, the number and class
of shares subject to Options under the Plan and the Option Prices of such
Options shall be proportionately adjusted in the event of changes in the
outstanding Common Shares which occur by reason of stock dividends, stock
splits, recapitalization, mergers, consolidations, combinations or exchanges of
shares, split-ups, split-offs, spin-offs, liquidations or other similar changes
in capitalization, or any distribution to common shareholders other than cash
dividends, and, in the event of any such change in the outstanding Common
Shares, the aggregate number and class
<PAGE> 10
of shares available under the Plan and the number of shares as to which Options
may be granted shall be appropriately adjusted.
7. NO RIGHT OF EMPLOYMENT
Nothing contained in the Plan or any Option granted pursuant to the
Plan shall confer on any employee any right to be continued in the employment
of the Employer or interfere in any way with the right of the Employer to
terminate his employment at any time, in the same manner as though the Plan or
any Options granted hereunder were not in effect.
8. AMENDMENT OR TERMINATION OF PLAN
The Board of Directors of the Corporation shall have the right to
amend, suspend, or terminate this Plan at any time; provided, however, that (1)
no action shall affect adversely the rights of any employee under any Option
granted under this Plan prior to such amendment, suspension or termination, and
(2) no amendment changing the class of employees or persons eligible to receive
Options hereunder, changing the aggregate number of shares to be subject to
Options granted hereunder, or materially increasing the benefits accruing to
eligible persons hereunder may be made without, in any of such cases, approval
by the favorable vote of a majority of the outstanding shares of the
Corporation present in person or represented by proxy and entitled to vote at a
meeting duly held in accordance with the applicable laws of Ohio.
9. GOVERNING LAW
The laws of Ohio shall govern all matters relating to this Plan except
to the extent they are superseded by the laws of the United States.
10. GENDER
Any words used herein in the masculine shall be read and construed in
the feminine where they would so apply.
11. APPROVAL OF PLAN BY SHAREHOLDERS
This Plan shall be approved by the favorable vote of a majority of the
outstanding shares of the Corporation present in person or represented by proxy
and entitled to vote at a meeting duly held in accordance with the applicable
laws of Ohio within twelve months before or after this Plan is adopted by the
Board of Directors of the Corporation.
12. EFFECTIVE DATE OF PLAN
The Plan is effective as of August 1, 1994.
<PAGE> 1
EXHIBIT 4.b
AMENDED ARTICLES OF INCORPORATION, AS AMENDED
OF
THE UNITED STATES SHOE CORPORATION
FIRST: The name of the corporation is The United State Shoe Corporation.
SECOND: The place in Ohio where the principal office of the corporation is
located in Cincinnati, Hamilton County.
THIRD: The purposes for which the corporation is formed are:
1. To manufacture, buy, sell, trade and otherwise deal in
footwear and apparel of all kinds and other merchandise whether or not kindred
thereto; to own, lease, operate and conduct factories, stores and agencies for
the manufacture, sale and distribution of footwear and apparel of all kinds and
other merchandise; and to do all things incidental to the business of
manufacturing, buying, selling, trading and dealing in footwear and apparel of
all kinds and other merchandise.
2. To purchase, construct, lease and otherwise acquire, to own,
hold, use, operate and develop, to mortgage, pledge and guarantee, to sell,
transfer, exchange, lease and otherwise dispose of, and to invest and deal in
all forms of property interests, real and personal, tangible and intangible, of
every class and description.
3. To engage in any other lawful act or activity for which
corporations may be formed under the General Corporation Law of Ohio and which
the corporation's board of directors considers capable of being carried on in
connection with any of the foregoing.
FOURTH: The number of shares that the corporation is authorized to have
outstanding is 60,000,000 common shares without par value (classified as
"Common Shares"), 750,000 voting preferred shares without par value (classified
as "Voting Preferred Shares") and 750,000 non-voting preferred shares without
par value (classified as "Non-Voting Preferred Shares").
1. Preferred Shares may be issued from time to time in one or
more series. All Preferred Shares of all series shall rank equally and be
identical in all respects except that only Voting Preferred Shares shall be
voting shares and except that the board of directors is authorized to adopt
amendments to the Amended Articles in respect of any unissued or treasury
Preferred Shares and thereby to fix or change, to the full extent now or
hereafter permitted by the laws of Ohio, the division of such shares into
series and the designation and authorized number of shares of each series and,
subject to the provisions of this Article Fourth, the relative rights,
preferences and limitations of each series and the variations in such rights,
preferences and limitations as between series and specifically is authorized to
fix or change with respect to each series:
<PAGE> 2
(a) the dividend rate on the shares of such series, the
dates of payment of such dividends, and the date or dates from which such
dividends shall be cumulative;
(b) the times when, the prices at which, and all other
terms and conditions upon which, shares of such series shall be redeemable;
(c) the amounts which the holders of shares of such
series shall be entitled to receive upon the liquidation, dissolution or
winding up of the corporation, which amounts may vary depending on whether such
liquidation, dissolution or winding up is voluntary or involuntary and, if
voluntary, may vary at different dates;
(d) whether or not the shares of such series shall be
subject to the operation of a purchase, retirement or sinking fund and, if so,
the extent to and manner in which such purchase, retirement or sinking fund
shall be applied to the purchase or redemption of the shares of such series for
retirement or for other corporate purposes and the terms and provisions
relative to the operation of such fund or funds;
(e) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or series and,
if so, the price or prices or the rate or rates of conversion or exchange and
the method, if any, of adjusting the same;
(f) the restrictions, if any, upon the payment of
dividends or making of other distributions on, and upon the purchase or other
acquisition of, Common Shares;
(g) the restrictions, if any, upon the creation of
indebtedness, and the restrictions, if any, upon the issue of shares of such
series or of any additional shares ranking on a parity with or prior to the
shares of such series in addition to the restrictions provided for in this
Article Fourth; and
(h) such other rights, preferences and limitations as
shall not be inconsistent with this Article Fourth.
All shares of any particular series shall rank equally and be identical in all
respects except that shares of any one series issued at different times may
differ as to the date from which dividends shall be cumulative.
2. Dividends on Preferred Shares of each series shall be
cumulative from the date or dates fixed with respect to such series and shall
be paid or declared or set apart for payment for all past dividend periods and
for the current dividend period before any dividends (other than dividends
payable in Common Shares) shall be declared or paid or set apart for payment on
Common Shares. Whenever, at any time, full cumulative dividends for all past
dividend periods and for the current dividend period shall have been paid or
declared and set apart for payment on all then outstanding Preferred Shares and
all requirements with respect to any purchase, retirement or sinking fund or
funds for all series of Preferred Shares shall have been complied with, the
board of directors may declare dividends on Common Shares, and Preferred Shares
shall not be entitled to share therein.
<PAGE> 3
3. Upon any liquidation, dissolution or winding up of the
corporation, the holders of Preferred Shares of each series shall be entitled
to receive the amounts to which such holders are entitled as fixed with respect
to such series, including all dividends accumulated to the date of final
distribution, before any payment of distribution of assets of the corporation
shall be made to or set apart for the Preferred Shares, the holders of Common
Shares shall be entitled to receive any and all assets remaining to be paid or
distributed to shareholders, and the holders of Preferred Shares shall not be
entitled to share therein. For the purposes of this paragraph, the voluntary
sale, conveyance, lease, exchange or transfer of all or substantially all the
property or assets of the corporation or a consolidation or merger of the
corporation with one or more other corporations (whether or not the corporation
is the corporation surviving such consolidation or merger ) shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary.
4. Each outstanding Common Share and each outstanding Voting
Preferred Share shall entitle the holder thereof to one vote on each matter
properly submitted to the shareholders for their vote, consent, waiver, release
or other action, subject to the provisions of law from time to time in effect
with respect to cumulative voting. Except as otherwise required by law or by
this Article Fourth, Non-Voting Preferred Shares shall not entitle the holders
thereof to vote, consent, waive, release or otherwise act on any question or in
any proceeding or to be represented at or receive notice of any meeting of
shareholders.
5. So long as any Preferred Shares are outstanding, the
corporation will not (a) without the affirmative vote or consent of the holders
of at least two-thirds of all Preferred Shares at the time outstanding, (i)
authorize shares ranking prior to Preferred Shares or (ii) change any provision
of this Article Fourth so as to affect adversely Preferred Shares; (b) without
the affirmative vote or consent of the holders of at least two-thirds of any
series of Preferred Shares at the time outstanding, change any of the
provisions of such series so as to affect adversely the shares of such series;
(c) without the affirmative vote or consent of the holders of at least a
majority of all Preferred Shares at the time outstanding (i) increase the
authorized number of Preferred Shares or (ii) authorize shares of any other
class ranking on a parity with Preferred Shares.
6. Whenever, at any time or times, dividends payable on Preferred
Shares shall be in default in an aggregate amount equivalent to six full
quarterly dividends on any series of Preferred Shares at the time outstanding,
the number of directors then constituting the board of directors of the
corporation shall ipso facto be increased by two and the outstanding Preferred
Shares shall, in addition to any other voting rights, have the exclusive right,
voting separately as a class and without regard to series, to elect two
directors of the corporation to fill such newly created directorships, and such
right shall continue until such time as all dividends accumulated on all
Preferred Shares to the latest dividend payment date shall have been paid or
declared and set apart for payment.
7. If in any case the amounts payable with respect to any
requirements to retire Preferred Shares are not paid in full in the case of all
series with respect to which such requirements exist, the number of shares to
be retired in each series shall be in proportion to the
<PAGE> 4
respective amounts which would be payable on account of such requirements if
all amounts payable were paid in full.
8. No holder of shares of any class shall have any pre-emptive
rights.
9. Series A Preference Shares
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Preference Shares" (the "Series A
Preference Shares") and the number of shares constituting such series shall be
300,000.
Section 2. Dividends and Distributions.
A. Subject to the provisions of this Article Fourth, the
holders of the Series A Preference Shares shall be entitled to receive, when
and as declared by the Board of Directors, out of funds legally available for
that purpose, cumulative dividends in cash on the 1st day of January, April,
July and October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a Series A Preference Share or
fraction thereof, in an amount per share per quarter (rounded to the nearest
cent) equal to the greater of (i) $50.00 or (ii) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions (other than a dividend
payable in Common Shares or a subdivision of the outstanding Common Shares, by
reclassification or otherwise), declared on the Common Shares, since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Series A
Preference Share or fraction thereof; provided that, in the event no dividend
or distribution shall have been declared on the Common Shares during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend on the Series A Preference Shares of $50.00
per share shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date. In the event the Corporation shall at any time declare or pay
any dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common
Shares, then in each such case the amount to which holders of the Series A
Preference Shares were entitled immediately prior to such event under clause
(ii) of the next preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.
B. The Board of Directors may fix a record date for the
determination of holders of the Series A Preference Shares entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 60 days prior to the date fixed for the payment thereof.
Dividends shall begin to accrue and be cumulative on outstanding Series A
Preference Shares from the Quarterly Dividend Payment Date next preceding the
date of issue of such Series A Preference Shares, unless the date of issue of
such shares is prior to
<PAGE> 5
the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of the Series A
Preference Shares entitled to receive a quarterly dividend and before such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the Series A Preference Shares in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding.
Section 3. Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, then,
subject to the provisions of this Article Fourth, the holders of the Series A
Preference Shares shall be entitled to receive, from the assets of the
Corporation available for distribution to shareholders, an amount equal to all
dividends accumulated to the date of final distribution plus an amount equal to
the greater of (A) $200.00 per share or (B) an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, of 100 times the
aggregate amount to be distributed per share to holders of Common Shares. All
such preferential amounts shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the distribution of
any assets of the Corporation to, the holders of any class of shares ranking
junior as to assets to the Series A Preference Shares, or the holders of any
series of Preferred Shares ranking junior as to assets to the Series A
Preference Shares. In the event the Corporation shall at any time declare or
pay any dividend on Common Shares payable in Common Shares, or effect a
subdivision or combination of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common
Shares, then in each such case the aggregate amount to which holders of the
Series A Preference Shares were entitled immediately prior to such event under
clause (B) of the next preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.
Section 4. Redemption. The Series A Preference Shares shall not
be redeemable.
Section 5. Voting Rights. Subject to the provisions of this
Article Fourth, the holders of the Series A Preference Shares shall have the
following voting rights:
(A) Each Series A Preference Share shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
shareholders of the Corporation. The holders of fractional Series A Preference
Shares shall not be entitled to any vote on any matter submitted to a vote of
the shareholders of the Corporation.
(B) Subject to the provisions of Paragraph 6 of this
Article Fourth, the holders of Preferred Shares shall be entitled to elect two
directors of the Corporation whenever dividends payable on Preferred Shares
shall be in default as specified therein. For purposes of the holders of
Preferred Shares exercising such right, the provisions of the Corporation's
Regulations and
<PAGE> 6
other provisions of law shall apply, as if the Preferred Shares were the only
class of shares of the Corporation outstanding.
Section 6. Certain Restrictions.
(A) Subject to the provisions of this Article Fourth,
whenever quarterly dividends or other dividends or distributions payable on the
Series A Preference Shares as provided in Section 2 of this Paragraph 9 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whenever or not declared, on outstanding Series A Preference
Shares shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any
other distributions on, any shares ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preference Shares;
(ii) redeem, purchase or otherwise acquire for
consideration shares ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preference Shares;
PROVIDED THAT the Corporation may at any time redeem, purchase or otherwise
acquire any such junior shares in exchange for any shares of the Corporation
ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preference Shares;
(iii) declare or pay dividends on or make any other
distributions on any shares ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preference Shares,
except dividends paid ratably on the Series A Preference Shares and all such
parity shares on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;
(iv) purchase or otherwise acquire for
consideration any Series A Preference Shares, or any shares of stock ranking on
a parity with the Series A Preference Shares, except in accordance with a
purchase offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares
of the Corporation unless the Corporation could, pursuant to paragraph (A) of
this Section 6, purchase or otherwise acquire such shares at such time and in
such manner.
Section 7. Reacquired Shares. Any Series A Preference Shares
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired promptly after the acquisition thereof. All such shares shall
upon their retirement become authorized but unissued Voting Preferred Shares
and may be reissued as part of a new series of Voting
<PAGE> 7
Preferred Shares to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
Section 8. Consolidation Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the Common Shares are exchanged for or changed into other shares or
securities, cash and/or any other property, then in any such case the Series A
Preference Shares shall at the same time be similarly exchanged or changed in
an amount per share, subject tot he provisions for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of shares, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each Common Share is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on Common Shares
payable in Common Shares, or effect a subdivision or combination of the
outstanding Common Shares (by reclassification or otherwise) into a greater or
lesser number of Common Shares, then in each such case the amount set forth in
the next preceding sentence with respect to the exchange or change of Series A
Preference Shares shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of Common Shares outstanding immediately
after such event and the denominator of which is a number of Common shares that
were outstanding immediately prior to such event.
FIFTH: The corporation, by action of the board of directors and without action
by the shareholders, may purchase its shares of any class for the purposes and
to the extent permitted by law.
SIXTH: The number of directors of the corporation shall be fixed from time to
time in accordance with its Regulations and may be increased or decreased as
therein provided, but the number of directors shall in no event be less than
nine (9). The board of directors shall be divided into three classes, as
nearly equal in number as the then whole authorized number of directors
permits, with the term of office of one class expiring each year. At the
annual meeting of shareholders in 1983 directors of the first class shall be
elected to hold office for a term expiring at the next succeeding annual
meeting, directors of the second class shall be elected to hold office for a
term expiring at the second succeeding annual meeting and directors of the
third class shall be elected to hold office for a term expiring at the third
succeeding annual meeting. At the annual meeting of shareholders in 1984 and
at each annual meeting of shareholders thereafter, the successors to that class
of directors whose term then expires shall be elected to hold office for a term
expiring at the third succeeding annual meeting. In the event of any increase
in the number of directors of the corporation, the additional directors shall
be similarly classified in such a manner that each class of directors shall be
as equal in number as possible. In the event of any decrease in the number
directors of the corporation, such decrease shall be effected in such a manner
that each class of directors shall be as equal in number as possible.
SEVENTH: 1(A) In addition to any affirmative vote required by law or by these
Amended Articles of Incorporation, and except as otherwise expressly provided
in paragraph 2 of this Article Seventh:
<PAGE> 8
(i) any merger or consolidation of the corporation or of any
Subsidiary (as hereinafter defined) with (a) any Interested Shareholder (as
hereinafter defined) or (b) any other corporation (whether or not itself in
Interested Shareholder) which is, or after such merger or consolidation would
be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Shareholder or any Affiliate of any Interested Shareholder of any
assets of the corporation or of any Subsidiary having an aggregate Fair Market
Value (as hereinafter defined) of $5,000,000 or more; or
(iii) the issuance or transfer by the corporation or by any
Subsidiary (in one transaction or a series of transactions) of any securities
of the corporation or of any Subsidiary to any Interested Shareholder or to any
Affiliate of any Interested Shareholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate Fair Market Value
of $5,000,000 or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of an Interested
Shareholder or any Affiliate of any Interested Shareholder; or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any Subsidiary or any other transaction
(whether or not with or into or otherwise involving an Interested Shareholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible
securities of the corporation or of any Subsidiary which is directly or
indirectly owned by any Interested Shareholder or any Affiliate of any
Interested Shareholder, shall require the affirmative vote of the holders of at
least eighty percent (80%) of the then outstanding Common Shares and Voting
Preferred Shares of the corporation (the "Voting Shares"), voting as a single
class at a meeting of shareholders called for such purpose. Such affirmative
vote shall be required notwithstanding that no vote may be required, or that a
lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.
B. The term "Business Combination" as used in this Article
Seventh shall mean any transaction referred to in any one or more of clauses
(i) through (v) of subparagraph (A) of this paragraph 1.
2. The provisions of paragraph 1 of this Article Seventh shall
not be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law and
by any other provision of these Amended Articles of Incorporation, if all of
the conditions specified in either of the following subparagraphs (A) or (B)
are met:
(A) The Business Combination shall have been approved by a
majority of the Continuing Directors (as hereinafter defined) of the
corporation; provided, however, that such
<PAGE> 9
approval shall be effective only if obtained at a meeting at which a Continuing
Director Quorum (as hereinafter defined) is present.
(B) All of the following conditions shall have been met:
(i) The aggregate amount of (x) cash and (y) Fair Market
Value, as of the date of the consummation of the Business Combination, of
consideration other than cash, to be received per share by holders of Common
Shares in such Business Combination shall be at least equal to the highest
amount determined under sub-clauses (a), (b) and (c) below:
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees, if any) paid by the Interested Shareholder for any Common Share acquired
by it (1) within the two-year period immediately prior to the first public
announcement of the proposal of the Business Combination (the "Announcement
Date") or (2) in the transaction in which it became an Interested Shareholder,
whichever is higher;
(b) the Fair Market Value per Common Share on the
Announcement Date or on the date on which the Interested Shareholder became an
Interested Shareholder (the "Determination Date"), whichever is higher, and
(c) (if applicable) the price per share equal to
the Fair Market Value per Common Share determined pursuant to subparagraph
(B)(i)(b) above, multiplied by the ratio of (1) the highest per share price
(including brokerage commissions, transfer taxes and soliciting dealers' fees,
if any) paid by the Interested Shareholder for any Common Share acquired by it
within the two-year period immediately prior to the Announcement Date to (2)
the Fair Marked Value per Common Share on the first day in such two-year period
on which the Interested Shareholder acquired any Common Share.
(ii) The aggregate amount of (x) cash and (y) Fair Market
Value, as of the date of the consummation of the Business Combination, of
consideration other than cash, to be received per share by holders of any class
of Preferred Shares shall be at least equal to the highest amount determined
under subclauses (a), (b), (c) and (d) below:
(a) (if applicable) the highest per share price
(including brokerage commissions, transfer taxes and soliciting dealers' fees,
if any) paid by the Interested Shareholder for any shares of such class of
Preferred Shares acquired by it (1) within the two- year period immediately
prior to the Announcement Date or (2) in the transaction in which it became an
Interested Shareholder, whichever is higher;
(b) the highest preferential amount per share to
which the holders of such class of Preferred Shares would be entitled in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the corporation, regardless of whether the Business Combination
to be consummated constitutes such an event;
<PAGE> 10
(c) the Fair Market Value per share of such class
of Preferred Shares on the Announcement Date or on the Determination Date,
whichever is higher; and
(d) (if applicable) the price per share equal to
the Fair Market Value per share of such class of Preferred Shares determined
pursuant to subparagraph (B)(ii)(c) above, multiplied by the ratio of (1) the
highest per share price (including brokerage commissions, transfer taxes and
soliciting dealers' fees, if any) paid by the Interested Shareholder for any
shares of such class of Preferred Shares acquired by it within the two-year
period immediately prior to the Announcement Date to (2) the Fair Market Value
per share of such class of Preferred Shares on the first day in such two-year
period on which the Interested Shareholder acquired any share of such class of
Preferred Shares.
The provisions of this subparagraph (B)(ii) shall be required
to be met with respect to every class of outstanding Preferred Shares, whether
or not the Interested Shareholder has previously acquired any shares of a
particular class of Preferred Shares.
(iii) The consideration to be received by holders of Common
Shares or of a particular class of Preferred Shares shall be in cash or in the
same form as the Interested Shareholder has previously paid for shares of each
such class of Common Shares or Preferred Shares, respectively. If the
Interested Shareholder has paid for shares of any class of Common Shares or
Preferred Shares, respectively, with varying forms of consideration, the form
of consideration for such class shall be either cash or that form used to
acquire the largest number of shares of such class previously acquired by the
Interested Shareholder.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such Business
Combination: (a) except as approved by a majority of the Continuing Directors,
there shall have been no failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or not cumulative) on
outstanding Preferred Shares; (b) except as approved by a majority of the
Continuing Directors, there shall have been (1) no reduction in the annual rate
of dividends paid on Common Shares (except as necessary to reflect any
subdivision of the Common Shares); and (2) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding Common Shares; and (c)
such Interested Shareholder shall not have become the beneficial owner of any
additional Common or Preferred Shares of the corporation except as part of the
transaction which results in such Interested Shareholder becoming an Interested
Shareholder. The approval by a majority of the Continuing Directors of any
exception to the requirements set forth in clauses (a) and (b) above shall be
effective only if obtained at a meeting at which a Continuing Director Quorum
is present.
(v) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a shareholder), of
any loans, advances, guarantees, pledges or other financial assistance or any
tax credits or other tax advantages provided by the corporation, whether in
anticipation of or in connection with such Business Combination or otherwise.
<PAGE> 11
(vi) A proxy or information statement describing the
proposed Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder (or
any subsequent provisions replacing such Act, rules or regulations) shall be
mailed to all shareholders of the corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act, rules,
regulations or subsequent provisions).
3. For the purposes of this Article Seventh:
(A) The term "person" shall mean any individual, firm,
partnership, corporation or other entity.
(B) The term "Interested Shareholder" shall mean any
person (other than the corporation or any Subsidiary and other than any
profit-sharing, employee stock ownership or other employee benefit plan of the
corporation or of any Subsidiary or any trustee of or fiduciary with respect to
any such plan when acting in such capacity) who or which:
(i) is the beneficial owner (as hereinafter
defined) of ten percent (10%) or more of the outstanding Voting Shares: or
(ii) is an Affiliate (as hereinafter defined) of
the corporation and at any time within the two-year period immediately prior to
the date in question was the beneficial owner of ten percent (10%) or more of
the outstanding Voting Shares; or
(iii) is an assignee of or has otherwise succeeded
to any outstanding Voting Shares which were at any time within the two-year
period immediately prior to the date in question beneficially owned by any
Interested Shareholder, if such assignment or succession shall have occurred in
the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
(C) A person shall be deemed to be the "beneficial owner"
of any Voting Shares:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns, directly or indirectly;
or
(ii) which such person or any of its Affiliates or
Associates has, directly or indirectly, (a) the right to acquire (whether such
right is exercisable immediately or only after the passage of time), pursuant
to any agreement, arrangement or understanding or upon the exercise of
conversation rights, exchange rights, warrants or options, or otherwise, or (b)
the right to vote pursuant to any agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or
indirectly, by any other person with which such person or any of its Affiliates
or associates has any agreement,
<PAGE> 12
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any Voting Shares.
(D) For the purposes of determining whether a person is
an Interested Shareholder pursuant to subparagraph (B) of this paragraph 3, the
number of Voting Shares deemed to be outstanding shall include shares deemed
owned through application of subparagraph (C) of this paragraph 3 but shall not
include any other Voting Shares which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(E) The term "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as in effect on March 1, 1983.
(F) The term "Subsidiary" means any corporation of which
a majority of any class of equity security is owned, directly or indirectly, by
the corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in subparagraph (B) of this paragraph 3, the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the corporation.
(G) The term "Continuing Director" means any member of
the board of directors of the corporation who is unaffiliated with the
interested Shareholder and was a member of the board of directors prior to the
time that the Interested Shareholder became an Interested Shareholder, and any
successor of a Continuing Director who is unaffiliated with the Interested
Shareholder and is either recommended or elected to succeed a Continuing
Director by a majority of Continuing Directors, provided that such
recommendation or election shall be effective only if made at a meeting at
which a Continuing Director Quorum is present.
(H) The term "Continuing Director Quorum" means that
number of Continuing Directors constituting at least two-thirds of the whole
authorized number of directors of the corporation, but in any event not fewer
than six Continuing Directors, capable of exercising the powers conferred upon
them under the provisions of these Amended Articles of Incorporation or the
Regulations of the corporation or by law.
(I) The term "Fair Market Value" means: (i) in the case
of shares, the highest closing sale price of a share during the 30-day period
immediately preceding the date in question on the Composit Tape for New York
Stock Exchange-Listed Stocks, or, if the sale price of such shares is not
quoted on the Composite Tape, on the New York Stock Exchange, or, if such
shares are not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such shares are listed, or, if such shares are not listed on any such
exchange, the highest closing bid quotation with respect to a share during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in use,
or if no such quotations are available, the fair market value on the date in
question of such share as determined by the board of directors of the
corporation in good faith; and (ii) in the case of
<PAGE> 13
property other than cash or shares, the fair market value of such property on
the date in question as determined in good faith by a majority of Continuing
Directors, provided that such determination shall be effective only if made at
a meeting at which a Continuing Director Quorum is present.
(J) The term "Preferred Shares" shall mean Voting
Preferred Shares, non-Voting Preferred Shares and any other class of preferred
shares which may from time to time be authorized in or by these Amended
Articles of Incorporation and which by the terms of its issuance is
specifically designated "Preferred Shares" for purposes of this Article
Seventh.
(K) In the event of any Business Combination in which the
corporation survives, the phrase "consideration, other than cash, to be
received" as used in subparagraphs (B)(i) and (ii) of paragraph 2 of this
Article Seventh shall include Common Shares and/or any other Voting Shares
retained by the holders of such shares.
4. Nothing contained in this Article Seventh shall be construed
to relieve any Interested Shareholder from any fiduciary obligation imposed by
law.
5. Notwithstanding any other provisions of these amended Articles
of Incorporation or the Regulations of the corporation (and notwithstanding
that a lesser percentage may be specified by law, these Amended Articles of
Incorporation or the Regulations of the corporation), the affirmative vote of
the holders of at least eighty percent (80%) of the then outstanding Voting
Shares, voting as a single class at a meeting of shareholders called for such
purpose, shall be required to amend or repeal, or adopt any provisions of these
Amended Articles of Incorporation inconsistent with, this Article Seventh;
provided, however, that if the board of directors of the corporation has
recommended such amendment, repeal or adoption, and if, as of the record date
for the determination of shareholders entitled to vote thereon, no person is
known by the board of directors to be an Interested Shareholder, then the
affirmative vote of the holders of only two-thirds of the then outstanding
Voting Shares, voting as a single class at meeting of shareholders called for
such purpose, shall be required to amend or repeal, or adopt any provisions
inconsistent with this Article Seventh.
EIGHTH: These Amended Articles of Incorporation supersede and take the place
of the existing Articles of Incorporation, as amended.
<PAGE> 1
EXHIBIT 4.c
REGULATIONS
OF
THE UNITED STATES SHOE CORPORATION
ARTICLE I
Shareholders
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation shall be held in the fourth month following the
close of each fiscal year of the Corporation on such date and at such hour as
determined by the board of directors and as designated in the notice of such
meeting.
SECTION 2. PLACE OF MEETINGS. All meetings of shareholders
shall be held at the principal office of the Corporation, or at such place
within the State of Ohio as may be designated in the notice of the meeting.
SECTION 3. QUORUM. At all meetings of shareholders, the holders
of the majority of the shares issued and outstanding and entitled to vote at
each meeting, who are present in person or represented by proxy, shall
constitute a quorum, but no action required by law the Articles or the
Regulations to be authorized or taken by the holders of a designated proportion
of the shares of any particular class or of each class, may be authorized or
taken by a lesser proportion.
SECTION 4. SPECIAL MEETINGS. Special meetings of shareholders
may be called by the Chairman of the Board, by the President, by action of the
directors or by the holders of not less than fifty percent of the outstanding
voting power of the Corporation.
ARTICLE II
Board of Directors
SECTION 1. NUMBER. The number of directors of the Corporation,
which shall be not less than nine (9) or more than seventeen (17), shall be
thirteen (13) until increased or decreased by the affirmative vote of at least
two-thirds of the entire board of directors or by the affirmative vote of the
holders of at least two-thirds of the outstanding voting power of the
Corporation voting as a single class. No reduction in the number of directors
shall have the effect of shortening the term of any incumbent director.
SECTION 2. MEETINGS. An organization meeting of the board of
directors may be held, without notice, immediately after the annual meeting of
the shareholders for the purpose of electing officers and attending to such
other business as may properly come before the meeting. Additional regular
meetings may be held at such times as may be determined from time to time by
the board of directors. Special meetings may be called by the Chairman of the
Board, the President, any vice president who is a director or any two
directors. Written notice of the time and place of each special meeting of the
board of directors shall be given to each director either by personal delivery
or by mail, telegram or cablegram at least three days before the meeting.
<PAGE> 2
SECTION 3. PLACE OF MEETING. All meetings of the board of
directors shall be held at the principal office of the Corporation, or at such
place within or without the State of Ohio as may be designated in the notice of
the meeting.
SECTION 4. COMMITTEES. The board of directors may create an
executive committee or any other committee of the directors, to consist of not
less than three directors, and may delegate to any such committee any of the
authority of the directors, however conferred, other than that of filling
vacancies among the directors or in any committee of the directors.
SECTION 5. REMOVAL. All the directors, or all the directors of
a particular class, or any individual director, may be removed from office,
without assigning any cause, by the affirmative vote of the holders of at least
two-thirds of the outstanding voting power of the Corporation voting as a
single class.
SECTION 6. VACANCIES. Any vacancy in the office of director,
whether created by an increase in the number of directors, removal of a
director, death or resignation of a director or otherwise, may be filled for
the unexpired term by the remaining directors, though less than a majority of
the whole authorized number of directors, by majority vote or by the
affirmative vote of the holders of at least two-thirds of the outstanding
voting power of the Corporation voting as a single class.
SECTION 7. DIRECTORS EMERITUS. The board of directors may
designate a former director as director emeritus, to serve for such time as may
be fixed by the board of directors. A director emeritus shall have the
privilege of attending meetings of the board of directors and shall receive
such fees and reimbursements of expenses as may be determined from time to time
by the board of directors. A director emeritus shall not be considered a
member of the board of directors for any purpose, including, without
limitation, determination of the number of directors, determination of the
number necessary to constitute a quorum, determination of whether a quorum is
present, the necessity of giving written notice of meetings, and the right to
vote.
ARTICLE III
Officers
SECTION 1. NUMBER AND TITLE. The officers of the Corporation
shall consist of a Chairman of the Board, a President, such number of vice
presidents as the board of directors may from time to time determine, a
secretary and a treasurer. The board of directors may also elect such other
officers and assistant officers as it may from time to time determine.
SECTION 2. POWERS AND DUTIES. Subject to such limitations as
the board of directors may from time to time prescribe, the officers shall each
have such powers and perform such duties as generally pertain to their
respective offices and such further powers and duties as may be conferred from
time to time by the board of directors or, in the case of all officers other
than the chief executive officer, by the chief executive officer. The Chairman
of the Board shall be the chief executive officer unless the board of directors
shall designate the President as the chief executive officer.
<PAGE> 3
SECTION 3. BONDS. Any officer or employee may be required to
give bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the board of directors may from time to time determine.
The premium on any bond or bonds provided for herein shall be paid by the
Corporation.
ARTICLE IV
Indemnification
The Corporation shall, to the full extent permitted by The General
Corporation Law of Ohio, indemnify all persons whom it may indemnify pursuant
thereto.
ARTICLE V
Certificates for Shares
If any certificate for shares of the Corporation is lost, stolen or
destroyed, a new certificate may be issued upon such terms or under such rules
as the board of directors may from time to time determine or adopt.
ARTICLE VI
Seal
The seal of the Corporation shall be in such form as the board of
directors may from time to time determine.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall end on such date as the board
of directors may from time to time determine.
ARTICLE VIII
Amendment
These Regulations may be altered, amended or replaced only by the
affirmative vote of the holders of a majority of the outstanding voting power
of the Corporation voting as a single class; provided, however, that Article I,
Section 4; Article II, Sections 1, 5 and 6; and Article VIII (as they may be
renumbered or redesignated from time to time) may be altered, amended or
repealed only by the affirmative vote of the holders of at least two-thirds of
the outstanding voting power of the Corporation voting as a single class.
<PAGE> 1
EXHIBIT 4.d
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of June 1, 1993, is among The United States
Shoe Corporation, an Ohio corporation (the "Company"), Morgan Shareholder
Services Trust (which changed its name to First Chicago Trust Company of New
York, the "Resigning Rights Agent"), The Bank of New York, a New York banking
corporation (the "Successor Rights Agent"), and amends the Rights Agreement
dated as of March 31, 1986, as amended on March 23, 1988 (the "Rights
Agreement"), between the Company and the Resigning Rights Agent.
RECITALS
A. The Company and the Resigning Rights Agent are currently
parties to the Rights Agreement, under which the Resigning Rights Agent serves
as Rights Agent.
B. The Resigning Rights Agent intends to resign as Right Agent;
the Company intends to appoint the Successor Rights Agent to succeed the
Resigning Rights Agent as Right Agent; the Successor Rights Agent wishes to
accept appointment as Successor Rights Agent; and the parties hereto wish to
make certain changes to the Rights Agreement to facilitate this succession.
NOW, THEREFORE, the Company, the Resigning Rights Agent and the
successor Rights Agent agree as follows:
1. Resigning Rights Agent
Pursuant to Section 21 of the Rights Agreement, the Resigning Rights
Agent hereby notifies the Company that it is resigning as Rights Agent under
the Rights Agreement, its resignation to be effective as of 12:00 a.m., New
York time, May 31, 1993. The Company hereby accepts the resignation of the
Resigning Rights Agent as Rights Agent and waives the requirement that 30 days'
notice in writing of such resignation be provided by the Resigning Rights
Agent.
2. Appointment of Successor Rights Agent
The Company hereby appoints the Successor Rights Agent as Successor
Rights Agent under the Rights Agreement, effective as of 12:01 a.m., New York
time, June 1, 1993, and the Successor Rights Agent hereby accepts such
appointment, subject to all the terms and conditions of the Rights Agreement as
amended hereby.
3. Amendments to Rights Agreement
The Company and the Successor Rights Agent agree that the Rights
Agreement shall be amended as provided below, effective as of the date of this
Amendment except as may otherwise be provided below:
<PAGE> 2
(a) From and after the time that the appointment of the Successor
Rights Agent as Successor Rights Agent is effective, all references in the
Rights Agreement (including all exhibits thereto) to the Resigning Rights Agent
as Rights Agent shall be deemed to refer to the Successor Rights Agent as
Successor Rights Agent. From and after the effective date of this Amendment,
all references in the Rights Agreement to the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by this Amendment.
(b) Section 3(c) of the Rights Agreement is amended as of the time
of appointment of the Successor Rights Agent as Successor Rights Agent by
adding the following immediately after the legend appearing therein:
On June 1, 1993, The Bank of New York succeeded Morgan Shareholder
Services Trust as Rights Agent.
The following legend may, in the alternative, be affixed:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between the Company
and The Bank of New York (as Successor Rights Agent), dated as of
March 31, 1986, (the "Rights Agreement") the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will not longer be evidenced
by this certificate. The Company or The Bank of New York will mail to
the holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefore. Under certain
circumstances, as set forth in the Rights Agreement, Rights issued to
any person who becomes an acquiring person (as defined in the Rights
Agreement) may become null and void.
(c) Section 8 of the Rights Agreement is amended by deleting the
last sentence thereof and substituting therefore the following sentence: "The
Rights Agent shall delivery all cancelled Rights Certificates to the Company,
or, at the written request of the Company, may (but shall not be required to)
destroy such cancelled Rights Certificates."
(d) Section 18 of the Rights Agreement is amended by adding the
following sentence at the end of the first paragraph thereof: "The Company's
reimbursement and indemnification obligations described in this paragraph shall
survive the termination of this Agreement."
(e) Section 20 of the Rights Agreement is amended by adding the
following paragraph after paragraph (i) thereof:
(j) No provision of this Agreement shall require the Rights Agent
to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder or in the exercise of its rights if there shall be
reasonable grounds for believing that repayment of such funds
or adequate indemnification against such risk or liability is
not reasonably assured to it.
<PAGE> 3
(f) Section 21 of the Rights Agreement is amended by inserting the
words "the Rights Agent or" before the word "the registered holder of any
Rights Certificate" in the last clause of the fourth sentence of that section.
(g) Section 26 of the Rights Agreement is amended by deleting the
name and address of the Resigning Rights Agent and substituting therefore the
following:
The Bank of New York
Stock Transfer Administration
101 Barclay Street - 12 West
New York, New York 10286
Attention: Susan McFarland, Assistant Treasurer
(h) Section 31 of the Rights Agreement is amended by adding the
following words at the end thereof: "provided, however, that the rights and
obligations of the Rights Agent shall be governed by and construed in
accordance with the laws of the State of New York".
4. Miscellaneous
(a) Except as otherwise expressly provided, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them in
the Rights Agreement.
(b) Each party hereto waives any requirement under the Rights
Agreement that any additional notice by provided to it pertaining to the
matters covered by this Amendment.
(c) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which counterparts shall
together constitute but on the and the same document.
IN WITNESS WHEREOF, the parties have called this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first written above.
<TABLE>
<S> <C>
THE UNITED STATES SHOE
CORPORATION
ATTEST:
By:/s/ Thomas L. Buehler By:/s/ Robert J. Petrik
------------------------- ----------------------------------------------
Its Assistant Secretary Its Vice President
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
THE BANK OF NEW YORK,
as Rights Agent
ATTEST:
By:/s/ Susan A. McFarland By:/s/ John Lewanski
------------------------ -----------------------------------------------
Its Assistant Treasurer Its Vice President
MORGAN SHAREHOLDER
SERVICES TRUST (which changed its
name to First Chicago Trust Company
of New York)
as Resigning Rights Agent
ATTEST:
By: /s/ A. C. Dono By:/s/ Joanne Gorstiola
------------------------------ ---------------------------
Its Assistant Vice President Its Assistant Vice President
</TABLE>
<PAGE> 1
EXHIBIT 5
June 24, 1994
(513) 651-6800
The United States Shoe Corporation
One Eastwood Drive
Cincinnati, Ohio 45227
Ladies and Gentlemen:
We are counsel for The United States Shoe Corporation, an Ohio
corporation (the "Corporation"), which is named as the registrant in the
Registration Statement on Form S-8 that is being filed on June 24, 1994 with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), the sale of 500,000 Common
Shares without par value (the "Common Shares") of the Corporation to be offered
pursuant to The United States Shoe Corporation Associates' Discounted Stock
Purchase Plan (the "Plan"), as indicated in such Registration Statement.
With respect to the Common Shares that are to be registered pursuant
to such Registration Statement, it is our opinion that the Corporation is duly
organized as an Ohio corporation and is in good standing, and that such Common
Shares to be issued, when issued and paid for pursuant to the options to be
granted in accordance with the Plan, will be validly issued, fully paid and
nonassessable under the laws of the State of Ohio.
We hereby give our written consent to the filing of this opinion as an
Exhibit to the Registration Statement that is being filed on June 24, 1994,
and to the use of our name wherever it appears in such Registration Statement.
Very truly yours,
/s/ Frost & Jacobs
<PAGE> 1
Exhibit 23.b
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 7, 1994
included in the company's Annual Report on Form 10-K for the year ended January
29, 1994.
Arthur Andersen & Co.
Cincinnati, Ohio,
June 24, 1994
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Associates' Discounted Stock Purchase Plan (the "Plan") relating to all common
shares of the Corporation which may be subject to the exercise of options to be
granted under the Plan; and
WHEREAS, the undersigned is a director and an officer of the Corporation, as
indicated below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints K. Brent
Somers, James J. Crowe and John S. Stith, and each of them, his attorneys for
him and in his name, place and stead, and authorizes each of such attorneys and
any of them to execute and file the Registration Statement, including the
prospectuses, and thereafter to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys full power and authority to do and perform every act and thing
whatsoever requisite and necessary to be done in connection therewith as fully
to all intents and purposes as he might or could do if personally present at
the doing thereof, and hereby ratifies and confirms all that said attorneys may
or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th day
of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ Bannus B. Hudson
-------------------------------
Bannus B. Hudson
President and Chief Executive Officer
(Principal Executive Officer)
and Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 17th day of June 1994, personally appeared before me Bannus B. Hudson,
to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 17th day of June, 1994.
Kathleen Zinns
---------------
Notary Public
<PAGE> 2
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Associates' Discounted Stock Purchase Plan (the "Plan") relating to all common
shares of the Corporation which may be subject to the exercise of options to be
granted under the Plan; and
WHEREAS, the undersigned is an officer of the Corporation, as indicated below
under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th day
of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ Edwin C. Gerth
--------------------------------
Edwin C. Gerth
Vice President - Corporate Controller
(Principal Accounting Officer)
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 17th day of June, 1994, personally appeared before me Edwin C. Gerth,
to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 17th day of June, 1994.
Kathleen Zinns
-----------------
Notary Public
<PAGE> 3
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation
(hereinafter referred to as the "Corporation"), proposes shortly to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 with respect to
the Corporation's 1994 Associates' Discounted Stock Purchase Plan (the "Plan")
relating to all common shares of the Corporation which may be subject to the
exercise of options to be granted under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus
B. Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ Roger L. Howe
-------------------------------
Roger L. Howe
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 17th day of June, 1994, personally appeared before me Roger L.
Howe, to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 17th day of June, 1994.
Kathryn D. Johnson
--------------------
Notary Public
<PAGE> 4
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation
(hereinafter referred to as the "Corporation"), proposes shortly to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 with respect to
the Corporation's Associates' Discounted Stock Purchase Plan (the "Plan")
relating to all common shares of the Corporation which may be subject to the
exercise of options to be granted under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus
B. Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
his attorneys for him and in his name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, and hereby ratifies and confirms all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th
day of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ Charles S. Mechem, Jr.
------------------------------
Charles S. Mechem, Jr.
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 14th day of June, 1994, personally appeared before me Charles S.
Mechem, Jr., to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 14th day of June , 1994.
James J. Crowe
---------------
Notary Public
<PAGE> 5
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation
(hereinafter referred to as the "Corporation"), proposes shortly to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 with respect to
the Corporation's Associates' Discounted Stock Purchase Plan (the "Plan")
relating to all common shares of the Corporation which may be subject to the
exercise of options to be granted under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus
B. Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of
them, his attorneys for him and in his name, place and stead, and authorizes
each of such attorneys and any of them to execute and file the Registration
Statement, including the prospectuses, and thereafter to execute and file any
amended registration statement or statements and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform every act and thing whatsoever requisite and necessary to be done in
connection therewith as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, and hereby ratifies and confirms
all that said attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ John L. Roy
---------------------------------
John L. Roy
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 16th day of June, 1994, personally appeared before me John L.
Roy, to me known to be the person described in and who executed the foregoing
instrument, and he duly acknowledged to me that he executed and delivered the
same for the purposes therein expressed.
WITNESS my hand and official seal this 16th day of June, 1994.
Beverly K. Loving
-----------------
Notary Public
<PAGE> 6
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation
(hereinafter referred to as the "Corporation"), proposes shortly to file with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, a Registration Statement on Form S-8 with respect to
the Corporation's Associates' Discounted Stock Purchase Plan (the "Plan")
relating to all common shares of the Corporation which may be subject to the
exercise of options to be granted under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus
B. Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of
them, his attorneys for him and in his name, place and stead, and authorizes
each of such attorneys and any of them to execute and file the Registration
Statement, including the prospectuses, and thereafter to execute and file any
amended registration statement or statements and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform every act and thing whatsoever requisite and necessary to be done in
connection therewith as fully to all intents and purposes as he might or could
do if personally present at the doing thereof, and hereby ratifies and confirms
all that said attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ Philip E. Beekman
-------------------------------
Philip E. Beekman
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 21st day of June, 1994, personally appeared before me Philip E.
Beekman, to me known to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 21st day of June, 1994.
Patricia S. Steiner
--------------------
Notary Public
<PAGE> 7
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, THE UNITED STATES SHOE CORPORATION, an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 with respect to the Corporation's
Associates' Discounted Stock Purchase Plan (the "Plan") relating to all common
shares of the Corporation which may be subject to the exercise of options to be
granted under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated below
under her name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Bannus B.
Hudson, K. Brent Somers, James J. Crowe and John S. Stith, and each of them,
her attorneys for her and in her name, place and stead, and authorizes each of
such attorneys and any of them to execute and file the Registration Statement,
including the prospectuses, and thereafter to execute and file any amended
registration statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys full power and authority to do and perform every act and
thing whatsoever requisite and necessary to be done in connection therewith as
fully to all intents and purposes as she might or could do if personally
present at the doing thereof, and hereby ratifies and confirms all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 20th day
of June, 1994.
<TABLE>
<S> <C> <C> <C>
/s/ Phyllis S. Sewell
----------------------------------
Phyllis S. Sewell
Director
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
</TABLE>
On the 20th day of June, 1994, personally appeared before me Phyllis S.
Sewell, to me known to be the person described in and who executed the
foregoing instrument, and she duly acknowledged to me that she executed and
delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 20th day of June, 1994.
Patricia M. Blitzer
--------------------
Notary Public
