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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A - AMENDMENT #1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For transition period from to
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Commission file number 0-9068
Weyco Group, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0702200
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
234 E. Reservoir Avenue, P.O. Box 1188, Milwaukee, WI 53201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code (414) 263-8800
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $1.00 per value per share
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(Title of Class)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in any definitive proxy of information
statements incorporated by reference or in any amendment to this Form 10-K.
(X)
As of March 5, 1996, there were outstanding 1,296,313 shares of Common Stock
and 334,482 shares of Class B Common Stock. At the same date, the aggregate
market value (based upon the average of the high and low trades for that day)
of all common stock held by non-affiliates was approximately $41,534,700.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's Annual Report to Shareholders for the year ended
December 31, 1995, are incorporated by reference in Parts I, II and IV of this
report.
Portions of the Corporation's Proxy Statement, dated March 25, 1996, prepared
for the Annual Meeting of Shareholders scheduled for April 23, 1996, are
incorporated by reference in Part III of this report.
Exhibit Index Pages 9-10
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Item 14. Exhibits, Financial Statement Schedules
- -------- and Reports on Form 8-K (Continued)
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3. Exhibits
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<CAPTION>
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
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<S> <C> <C> <C>
3.1 Articles of Incorporation as Restated Exhibit 3.1 to Form
August 29, 1961, and Last Amended 10-K for Year Ended
April 25, 1990 December 31, 1990
3.2 Bylaws as Revised January 21, 1991 Exhibit 3.2 to Form
and Amended November 3, 1992 10-K for Year Ended
December 31, 1992
10.1* Employment Agreement - Thomas W. Exhibit 10.1 to Form
Florsheim, dated January 1, 1992 10-K for Year Ended
December 31, 1992
10.2* Employment Agreement - Robert Feitler, Exhibit 10.2 to Form
dated January 1, 1992 10-K for Year Ended
December 31, 1992
10.3* Restated and Amended Deferred X
Compensation Agreement - Thomas W.
Florsheim, dated December 1, 1995
10.4* Restated and Amended Deferred X
Compensation Agreement - Robert Feitler,
dated December 1, 1995
10.5* 1988 Nonqualified Stock Option Plan Exhibit 10.5 to Form
10-K for Year Ended
December 31, 1988
10.6* Excess Benefits Plan - Restated Effective Exhibit 10.6 to Form
as of January 1, 1989 10-K for Year Ended
December 31, 1991
10.7* Pension Plan - Amended and Restated Exhibit 10.7 to Form
Effective January 1, 1989 10-K for Year Ended
December 31, 1991
10.8* Deferred Compensation Plan - Effective Exhibit 10.8 to Form
as of January 1, 1989 10-K for Year Ended
December 31, 1991
10.9* 1992 Nonqualified Stock Option Plan Exhibit 10.9 to Form
10-K for Year Ended
December 31, 1991
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Item 14. Exhibits, Financial Statement Schedules,
- -------- and Reports on Form 8-K (Continued)
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3. Exhibits (Continued)
<TABLE>
<CAPTION>
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
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<S> <C> <C> <C>
10.10* Death Benefit Plan Agreement - Exhibit 10.10 to Form
Thomas W. Florsheim, dated 10-K for Year Ended
November 8, 1993 December 31, 1993
10.11* Death Benefit Plan Agreement - Exhibit 10.11 to Form
Robert Feitler, dated 10-K for Year Ended
November 8, 1993 December 31, 1993
10.12* 1996 Nonqualified Stock Option Plan X
21 Subsidiaries of the Registrant X
23.1 Consent of Independent Public X
Accountants Dated March 20, 1996
*Management contract or compensatory plan
or arrangement
(b) Reports on Form 8-K
None
27 Financial Data Schedule X
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WEYCO GROUP, INC.
(Registrant)
By /s/ John Wittkowske April 22 , 1996
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John Wittkowske, Secretary/Treasurer
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Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas W. Florsheim, Robert Feitler, and John
Wittkowske, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this report, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitutes,
may lawfully do or cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures and Titles Date
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/s/ Thomas W. Florsheim April 22 , 1996
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Thomas W. Florsheim, Chairman of the Board
and Chief Executive Officer (Principal
Executive Officer)
, 1996
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Robert Feitler, President and Chief Operating
Officer (Principal Financial Officer) and Director
, 1996
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John Wittkowske, Secretary/Treasurer
(Principal Accounting Officer)
, 1996
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John W. Florsheim, Director
, 1996
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Thomas W. Florsheim, Jr., Director
, 1996
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Leonard J. Goldstein, Director
, 1996
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Frank W. Norris, Director
, 1996
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Frederick P. Stratton, Jr., Director
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 11,247
<SECURITIES> 12,678
<RECEIVABLES> 20,917
<ALLOWANCES> 2,049
<INVENTORY> 14,946
<CURRENT-ASSETS> 59,494
<PP&E> 8,783
<DEPRECIATION> 5,269
<TOTAL-ASSETS> 79,328
<CURRENT-LIABILITIES> 13,498
<BONDS> 0
0
0
<COMMON> 1,884
<OTHER-SE> 62,199
<TOTAL-LIABILITY-AND-EQUITY> 79,328
<SALES> 120,643
<TOTAL-REVENUES> 120,643
<CGS> 88,094
<TOTAL-COSTS> 112,041
<OTHER-EXPENSES> 2,208
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,810
<INCOME-TAX> 4,003
<INCOME-CONTINUING> 6,807
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,807
<EPS-PRIMARY> 3.62
<EPS-DILUTED> 3.62
</TABLE>
