WOLVERINE WORLD WIDE INC /DE/, 424B4, 1995-11-16

WOLVERINE WORLD WIDE INC /DE/
424B4, 1995-11-16
FOOTWEAR, (NO RUBBER)

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<PAGE> 1
FILED PURSUANT TO RULE 424(b)(4)
REGISTRATION NO. 033-63727
033-64257

1,550,000 SHARES

[WOLVERINE LOGO]

COMMON STOCK

All of the 1,550,000 shares of Common Stock offered hereby are being sold
by Wolverine World Wide, Inc. (the "Company").

The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "WWW." On November 14, 1995, the last sale price
of the Common Stock as reported on the New York Stock Exchange was $30.00 per
share. See "Price Range of Common Stock and Dividends."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

Underwriting
Price Discounts and Proceeds to
to Public Commissions(1) Company(2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......................... $29.875 $1.49 $28.385
Total(3).......................... $46,306,250 $2,309,500 $43,996,750
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>

(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.

(2) Before deducting expenses payable by the Company estimated at $350,000.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 232,500 additional shares of Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the Price to Public will total $53,252,187, the Underwriting Discounts and
Commissions will total $2,655,925 and the Proceeds to Company will total
$50,596,262. See "Underwriting."

The shares of Common Stock are offered by the Underwriters named herein
when, as and if delivered to and accepted by the Underwriters and subject to
their right to reject any order in whole or in part. It is expected that
delivery of certificates representing the shares will be made against payment
therefor at the office of Montgomery Securities on or about November 20, 1995.

------------------------

MONTGOMERY SECURITIES
GERARD KLAUER MATTISON & CO., LLC

November 15, 1995
<PAGE> 2

THE HUSH PUPPIES COMPANY

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE
PACIFIC STOCK EXCHANGE, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

Caterpillar(R), CAT Design(R) and Walking Machines(R) are registered
trademarks of Caterpillar Inc. Coleman(R) and Coleman and Lantern Design(R) are
registered trademarks of The Coleman Company, Inc. Gortex(R) is a registered
trademark of W.L. Gore & Associates, Inc. Thinsulate(R) is a registered
trademark of 3M Company.
<PAGE> 3

WOLVERINE FOOTWEAR GROUP

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]

[LOGO - CAT]

[LOGO - CATERPILLAR]

[LOGO - WOLVERINE BOOTS AND SHOES]

[LOGO - COLEMAN]

[LOGO - WOLVERINE WILDERNESS]

[LOGO - BATES]

TRU-STITCH FOOTWEAR DIVISION

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]
<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048)
and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661). Copies of such material can also be obtained at prescribed
rates by writing to the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common
Stock is listed for trading on the New York Stock Exchange and the Pacific Stock
Exchange. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange (20 Broad Street, New
York, New York 10005) and the Pacific Stock Exchange (115 Sansome Street, 2nd
Floor, San Francisco, California 94104).

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the Common Stock offered hereby. This
Prospectus, which is a part of the Registration Statement, does not contain all
of the information in the Registration Statement, certain portions of which have
been omitted as permitted by the rules and regulations of the Commission.
Statements contained herein as to the contents of any document are necessarily
summaries of such document and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement, and each
such statement is qualified in all respects by such reference. The Registration
Statement may be inspected and copied at the places set forth above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following reports, which were filed by the Company with the Commission
under the Exchange Act, are incorporated in this Prospectus by reference: (1)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994; (2) the Company's Quarterly Report on Form 10-Q for the twelve-week
accounting period ended March 25, 1995; (3) the Company's Quarterly Report on
Form 10-Q for the twelve-week accounting period ended June 17, 1995; (4) the
Company's Quarterly Report on Form 10-Q for the twelve-week accounting period
ended September 9, 1995; and (5) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A, dated April 25,
1986, and the description of the Preferred Stock Purchase Rights associated with
each share of Common Stock contained in the Company's Registration Statement on
Form 8-A, dated May 8, 1987, including any amendments filed for the purpose of
updating such descriptions.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of filing of the document. See "Available Information." Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this Prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information incorporated in this
Prospectus by reference (other than exhibits to such information which are not
specifically incorporated by reference in such information). Requests for such
information should be directed to Blake W. Krueger, General Counsel and
Secretary, Wolverine World Wide, Inc., 900 Old Kent Building, 111 Lyon Street,
N.W., Grand Rapids, Michigan 49503-2489; telephone: (616) 752-2133.

3
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, financial statements and notes thereto, and financial data
appearing elsewhere or incorporated by reference in this Prospectus. Unless
otherwise noted, all information in this Prospectus (i) assumes no exercise of
the Underwriters' over-allotment option and (ii) gives retroactive effect to
three-for-two stock splits of the Common Stock effected as stock dividends on
each of March 21, 1994 and May 1, 1995. The Company's fiscal year ends on the
Saturday closest to December 31.

THE COMPANY

The Company is a leading designer, manufacturer and marketer of a broad
line of quality comfortable casual shoes, rugged outdoor and work footwear, and
constructed slippers and moccasins. Consumers on six continents purchased more
than 26 million pairs of Company branded footwear during fiscal 1994, making the
Company a global leader among U.S. shoe companies in the marketing of branded
non-athletic footwear. The Company's products generally feature contemporary
styling with patented technologies designed to provide maximum comfort. The
products are marketed throughout the world under widely recognized brand names,
including Hush Puppies(R), Wolverine(R), Bates(R), Caterpillar(R) and
Coleman(R). The Company believes that its primary competitive strengths are its
well recognized brand names, broad range of comfortable footwear, patented
comfort technologies, distribution through numerous channels and diversified
manufacturing base.

The Company's footwear is sold under a variety of brand names designed to
appeal to most consumers of non-athletic footwear at numerous price points. The
Company's footwear products are organized under three operating divisions: (i)
The Hush Puppies Company, focusing on comfortable casual shoes, (ii) the
Wolverine Footwear Group, focusing on work, outdoor and lifestyle boots and
shoes and (iii) the Tru-Stitch Footwear Division, focusing on slippers and
moccasins under private labels for third party retailers. The Company's footwear
is distributed domestically to approximately 30,000 department store, footwear
chain, catalog, specialty retailer and mass merchant accounts, as well as 63
Company-owned retail stores as of September 9, 1995. The Company's products are
distributed worldwide through approximately 80 licensees and distributors in
over 90 countries. Approximately one half of the Company's earnings from
continuing operations before income taxes is derived from foreign licensing and
distribution arrangements.

The Company, which was organized in 1906 as the successor to a footwear
business established in 1883, began to refocus its marketing, footwear design
and manufacturing strategy in 1992. As a result, global sales of the Company's
brands of footwear increased from approximately 18 million pairs in fiscal 1992
to approximately 26 million pairs in fiscal 1994. In addition, in fiscal 1994,
net sales and other operating income increased by 17.1% to $378.5 million and
net income increased by 44.4% to $16.6 million, compared to fiscal 1993.

Over the past three years, the Company has repositioned its manufacturing
capabilities to add the flexibility necessary to respond to product demand on a
timely and cost effective basis. The Company minimizes capital expenditures and
maximizes quality and manufacturing flexibility by using a combination of its
own facilities and third party foreign manufacturing. The Company also owns and
operates a pigskin tannery, which it believes provides a strategic advantage for
the Company by providing leather using proprietary technology at prices below
those available from other sources.

The Company is a Delaware corporation. The Company's principal executive
offices are located at 9341 Courtland Drive, N.E., Rockford, Michigan 49351. Its
telephone number is (616) 866-5500.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... 1,550,000 shares
Common Stock to be outstanding after
completion of this offering................ 17,994,346 shares(1)
Use of Proceeds.............................. To repay outstanding indebtedness and for
general corporate purposes, including
possible future acquisitions.
New York Stock Exchange and Pacific Stock
Exchange Trading Symbol.................... WWW
</TABLE>

- -------------------------
(1) Excludes as of September 9, 1995 (a) 1,028,542 shares of Common Stock
issuable upon the exercise of outstanding stock options and (b) 180,499
shares reserved for future issuance under the Company's equity-based
compensation plans. Also excludes 750,000 shares available for future
issuance under the Company's 1995 Stock Incentive Plan.

4
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA(1)
(In thousands, except per share data)

<TABLE>
<CAPTION>
THIRTY-SIX WEEKS
ENDED
----------------------
FISCAL YEAR SEPT.
---------------------------------------------------- 10, SEPT. 9,
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Net sales and other operating
income............................. $284,274 $271,622 $282,863 $323,315 $378,473 $237,995 $ 263,080
Cost of products sold................ 199,392 186,309 198,129 227,026 258,818 165,562 184,049
Selling and administrative
expenses........................... 72,397 70,614 72,447 76,543 90,297 57,874 60,138
Operating income..................... 12,485 14,699 12,287 19,746 29,358 14,559 18,893
Restructuring and litigation costs... 16,200 7,500 2,700 -- -- -- --
Earnings (loss) from continuing
operations(2)...................... (4,644) 4,563 4,699 11,754 18,050 7,611 11,601
Net earnings (loss).................. $ (5,721) $ 3,250 $(10,941) $ 11,492 $ 16,598 $ 7,362 $ 11,601
Primary earnings (loss) per share
from continuing operations(2)...... $(.31) $.31 $.32 $.75 $1.10 $.47 $.69
Weighted average number of shares
used for computing earnings (loss)
per share.......................... 15,001 14,735 14,912 15,717 16,358 16,323 16,819
</TABLE>

<TABLE>
<CAPTION>
AT SEPT. 9, 1995
-----------------------
AS
ACTUAL ADJUSTED(3)
-------- -----------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA
Working capital................................................................. $173,483 $ 173,483
Total assets.................................................................... 276,433 276,433
Short-term borrowings, including current maturities............................. 3,056 3,056
Long-term borrowings, less current maturities................................... 80,700 37,053
Stockholders' equity............................................................ 144,958 188,605
</TABLE>

- -------------------------
(1) The Company's fiscal year ends on the Saturday closest to December 31,
resulting in some fiscal years including operating results for 53 weeks
instead of the 52 weeks included for most fiscal years. References to fiscal
years by date refer to the fiscal year that includes a majority of the days
of that calendar year; for example, "fiscal 1993" began on January 3, 1993
and ended on January 1, 1994. Financial data for fiscal 1992 reflects
results for 53 weeks of operations. The Company's fiscal year is divided
into four accounting periods. The first three accounting periods of each
year contain 12 weeks. The final accounting period of each year contains 16
or 17 weeks. Although there is a difference in the number of weeks in each
accounting period, the Company generally refers to each accounting period as
a "quarter."

(2) The results from continuing operations exclude discontinued operations and
are before the cumulative effect of accounting changes.

(3) As adjusted to reflect the sale of the 1,550,000 shares of Common Stock
offered hereby and the application of the net proceeds therefrom. See "Use
of Proceeds."

5
<PAGE> 7

RISK FACTORS

In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating the Company and its business before purchasing any of the shares of
Common Stock offered hereby.

Impact of Consumer Spending. The success of the Company's operations
depends to a significant extent upon a number of factors affecting disposable
consumer income, both domestic and foreign, including economic conditions and
factors such as employment, business conditions, interest rates and taxation.
There can be no assurance that the Company's business, results of operations and
financial condition will not be adversely affected by changes in consumer
spending or economic conditions.

Competition; Changes in Consumer Preferences. The Company competes with
numerous other manufacturers and importers of footwear, some of which are larger
and have greater resources than the Company. Product performance and quality,
including technological improvements, product identity, competitive pricing and
the ability to adapt to style changes are all important elements of competition
in the footwear industry. The footwear industry in general is subject to changes
in consumer preferences. The Company strives to maintain and improve its
competitive position through promotion of brand awareness, manufacturing
efficiencies, its tannery operations, and the style, comfort and value of its
products. Future sales by the Company will be affected by its continued ability
to sell its products at competitive prices and to meet shifts in consumer
preferences.

Inventory Management. The Company's ability to manage its inventories
properly is an important factor in its operations. Inventory shortages can
adversely affect the timing of shipments to customers and diminish brand
loyalty. Conversely, excess inventories can result in increased interest costs
as well as lower gross margins due to the necessity of providing discounts to
retailers.

Dependence on Foreign Manufacturers. The Company currently sources
approximately one half of its footwear from third party manufacturers in foreign
countries. As is common in the industry, the Company does not have any long-term
contracts with its foreign footwear manufacturers. There can be no assurance
that the Company will not experience difficulties with such manufacturers,
including reduction in the availability of production capacity, failure to meet
production deadlines or increases in manufacturing costs. Foreign manufacturing
is subject to a number of risks, including work stoppages, transportation delays
and interruptions, political instability, foreign currency fluctuations,
changing economic conditions, expropriation, nationalization, the imposition of
tariffs, import and export controls and other non-tariff barriers and changes in
governmental policies. Any of these events could have an adverse affect on the
Company's business. While the Company has not experienced material losses as a
result of fluctuations in the value of foreign currencies and does not engage in
currency hedging, currency fluctuations could adversely effect the Company in
the future. The Company seeks to diversify its risks by sourcing its products
from a variety of manufacturers in many countries.

Seasonality and Quarterly Fluctuations. The Company's business has been and
is expected to be seasonal, due to consumer spending patterns and higher Easter,
back-to-school and Christmas sales. In 1994, the third and fourth fiscal
quarters together accounted for 61% and 78% of the Company's net sales and other
operating income and net earnings, respectively. In addition, the Company's
fourth fiscal quarter contains 16 or 17 weeks, compared to 12 weeks for each of
the first three fiscal quarters. Due to the combination of these factors, the
Company's results for interim periods are not necessarily indicative of its
results for the year. In addition to seasonal fluctuations, the Company's
operating results fluctuate quarter to quarter as a result of the timing of
holidays, weather, and timing of large shipments of footwear. The Company's
operating margins also fluctuate according to product mix, cost of materials and
the mix between wholesale and licensing businesses. The Company's quarterly net
sales and other operating income, earnings from continuing operations and net
earnings have increased on a comparative year-to-year basis since the fourth
quarter of 1992. However, there can be no assurance that such increases will
continue or that results of operations will not decrease in any quarterly period
in the future.

Dependence Upon Key Personnel. The Company is dependent on the efforts and
abilities of its senior executive officers, including its President and Chief
Executive Officer, Geoffrey B. Bloom. While the Company believes that its senior
management team has significant depth, the loss of one or more members of senior
executive management could have a material adverse effect on the Company, its
results of operations and financial condition.

6
<PAGE> 8

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,550,000 shares of
Common Stock offered hereby (at an offering price of $29.875 per share and after
deducting underwriting discounts and commissions and estimated offering
expenses) will be approximately $43.6 million ($50.2 million if the
Underwriters' over-allotment option is exercised in full). The Company intends
to use the net proceeds from this offering to repay outstanding balances under
its revolving credit facility. The outstanding balance under the revolving
credit facility was $50.0 million as of September 9, 1995, the maximum balance
allowed under the facility. However, based upon the historic seasonal patterns
of the Company's working capital needs, the Company expects that the balance
under the revolving credit facility will be lower immediately prior to the close
of this offering. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
Interest under the revolving credit facility is payable at variable rates based
on both LIBOR and the prime rate (weighted average rate of 6.6% at September 9,
1995). The revolving credit facility expires on October 13, 1998.

The Company expects to use the remaining proceeds, if any, for general
corporate purposes, including previously approved capital expenditures and
possible acquisitions. Such capital expenditures include approximately $11.0
million to purchase and equip a warehouse in Cedar Springs, Michigan that is
currently under construction and approximately $12.0 million to expand the
Company's corporate headquarters complex. See "Business -- Properties."

The initial reduction of balances under the revolving credit facility will
provide the Company additional capacity to fund its capital expenditures, meet
its working capital obligations and provide financing availability for general
corporate purposes, including possible future acquisitions. It is the Company's
intent to pursue acquisitions that would enhance its current product offerings.
As of the date of this Prospectus, the Company has no agreements, arrangements
or understandings to acquire any other significant businesses. The Company
anticipates drawing down its revolving credit facility after this offering to
meet these capital needs.

Pending such uses, the remaining net proceeds, if any, after repayment of
the outstanding balance under the revolving credit facility will be invested in
short-term, interest-bearing investment grade securities.

7
<PAGE> 9

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "WWW." The following table sets forth, for the
Company's fiscal quarters indicated, the high and low sales prices of the Common
Stock as reported on the New York Stock Exchange and the cash dividends paid per
share during the periods indicated. In addition to cash dividends, the Company
effected three-for-two stock splits on each of March 21, 1994 and May 1, 1995.
The information in the following table is retroactively adjusted to reflect
those stock splits.

<TABLE>
<CAPTION>
DIVIDENDS
HIGH LOW PAID
------- ------- ---------
<S> <C> <C> <C>
FISCAL 1993
First Quarter.................................................. $ 8.779 $ 6.112 $ .0178
Second Quarter................................................. 9.279 7.445 .0178
Third Quarter.................................................. 11.668 7.390 .0178
Fourth Quarter................................................. 14.890 10.612 .0178

FISCAL 1994
First Quarter.................................................. $16.446 $12.890 $ .0178
Second Quarter................................................. 16.251 12.334 .0267
Third Quarter.................................................. 18.084 13.334 .0267
Fourth Quarter................................................. 18.084 13.501 .0267

FISCAL 1995
First Quarter.................................................. $19.168 $15.417 $ .0267
Second Quarter................................................. 24.250 18.918 .0330
Third Quarter.................................................. 28.125 19.625 .0350
Fourth Quarter (price range through November 14, 1995)......... 32.750 25.500 $ .0350(1)
</TABLE>

- -------------------------
(1) The Company declared a dividend of $.035 per share on July 12, 1995 payable
November 1, 1995 to stockholders of record on October 2, 1995. In addition,
on October 5, 1995, the Company declared a dividend of $.035 per share
payable February 1, 1996 to stockholders of record on January 2, 1996.

The closing sales price as reported on the New York Stock Exchange on
November 14, 1995, was $30.00. As of November 14, 1995, there were approximately
1,984 record holders of Common Stock.

Payment of future cash dividends by the Company, if any, will be at the
discretion of the Company's Board of Directors and will depend upon the
consolidated earnings and financial condition of the Company and on such other
factors as the Board of Directors may consider relevant at the time. The Company
has paid cash dividends to its stockholders in each quarter since the beginning
of fiscal 1988.

8
<PAGE> 10

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of September 9, 1995, and as adjusted to give effect to the sale of
the Common Stock offered hereby and application of the net proceeds thereof.

<TABLE>
<CAPTION>
SEPTEMBER 9, 1995
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Short-term borrowings, including current maturities of long-term
borrowings........................................................... $ 3,056 $ 3,056
======== =========
Long-term borrowings, excluding current maturities..................... $ 80,700 $ 37,053
Stockholders' equity:
Common stock, $1 par value: 25,000,000 shares authorized; 17,007,249
shares issued (including treasury shares) (18,557,249 shares, as
adjusted)(1)...................................................... 17,007 18,557
Preferred stock, $1 par value: 2,000,000 shares authorized; none
issued(2)......................................................... -- --
Additional paid-in capital........................................... 21,833 63,930
Retained earnings.................................................... 112,343 112,343
Accumulated translation adjustments.................................. 298 298
Cost of 562,903 shares in treasury (deduct).......................... (6,523) (6,523)
-------- ---------
Total stockholders' equity............................................. $144,958 $ 188,605
-------- ---------
Total capitalization................................................... $225,658 $ 225,658
======== =========
</TABLE>

- -------------------------
(1) Shares issued and shares as adjusted exclude as of September 9, 1995 (a)
1,028,542 shares of Common Stock issuable upon the exercise of outstanding
stock options, and (b) 180,499 shares reserved for future issuance under the
Company's equity-based incentive plans. Amounts also exclude 750,000 shares
reserved for future issuance under the Company's 1995 Stock Incentive Plan.
For a description of shares of Common Stock reserved for issuance pursuant
to options granted under the Company's stock option plans, see Note G of the
Notes to the Consolidated Financial Statements incorporated herein by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

(2) A total of 880,000 shares of Series A Junior Participating Preferred Stock
is reserved for issuance under the Company's Preferred Stock Purchase Rights
Plan. For a description of the Company's Preferred Stock Purchase Rights
Plan and the Company's Series A Junior Participating Preferred Stock, see
Note G of the Notes to the Consolidated Financial Statements incorporated
herein by reference from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.

9
<PAGE> 11

SELECTED CONSOLIDATED FINANCIAL DATA(1)

The following selected consolidated financial data for the five fiscal
years ended December 31, 1994, January 1, 1994, January 2, 1993, December 29,
1991, and December 30, 1990, are derived from the Consolidated Financial
Statements of the Company, which have been audited by Ernst & Young LLP. The
consolidated financial data for the thirty-six weeks ended September 9, 1995,
and September 10, 1994, are derived from unaudited consolidated financial
statements. The unaudited consolidated financial statements include all
adjustments, consisting of normal recurring accruals, which the Company
considers necessary for a fair presentation of the financial position and the
results of operations for these periods. Operating results for the thirty-six
weeks ended September 9, 1995, are not necessarily indicative of the results
that may be expected for the entire fiscal year ending December 30, 1995. The
data should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with the Consolidated
Financial Statements, related notes and other financial information incorporated
by reference herein.

<TABLE>
<CAPTION>
THIRTY-SIX
WEEKS ENDED
FISCAL YEAR --------------------
---------------------------------------------------- SEPT. 10, SEPT. 9,
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- -------- --------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Net sales and other operating
income............................. $284,274 $271,622 $282,863 $323,315 $378,473 $ 237,995 $263,080
Cost of products sold................ 199,392 186,309 198,129 227,026 258,818 165,562 184,049
-------- -------- -------- -------- -------- --------- --------
Gross margin......................... 84,882 85,313 84,734 96,289 119,655 72,433 79,031
Selling and administrative
expenses........................... 72,397 70,614 72,447 76,543 90,297 57,874 60,138
-------- -------- -------- -------- -------- --------- --------
Operating income..................... 12,485 14,699 12,287 19,746 29,358 14,559 18,893
Other expenses (income):
Interest expense................... 3,726 3,464 3,305 4,745 3,981 2,888 3,142
Restructuring and litigation
costs............................ 16,200 7,500 2,700 -- -- -- --
Other-net.......................... (2,828) (2,143) (316) (1,328) (46) 468 (964)
-------- -------- -------- -------- -------- --------- --------
Earnings (loss) from continuing
operations before income taxes..... (4,613) 5,878 6,598 16,329 25,423 11,203 16,715
Income taxes......................... 31 1,315 1,899 4,575 7,373 3,592 5,114
-------- -------- -------- -------- -------- --------- --------
Earnings (loss) from continuing
operations......................... $ (4,644) $ 4,563 $ 4,699 $ 11,754 $ 18,050 $ 7,611 $ 11,601
======== ======== ======== ======== ======== ========= ========
Net earnings (loss)(2)............... $ (5,721) $ 3,250 $(10,941) $ 11,492 $ 16,598 $ 7,362 $ 11,601
======== ======== ======== ======== ======== ========= ========
Primary earnings (loss) per share
from continuing operations(3)...... $(.31) $.31 $ .32 $.75 $1.10 $.47 $.69
Net earnings (loss) per share(3)..... $(.38) $.22 $(.73) $.73 $1.01 $.45 $.69
Fully diluted earnings (loss) per
share(3)........................... $(.38) $.22 $(.73) $.71 $1.00 $.45 $.69
Weighted average number of shares
used for computing earnings (loss)
per share(3)....................... 15,001 14,735 14,912 15,717 16,358 16,323 16,819
BALANCE SHEET DATA (AT PERIOD END)
Working capital...................... $ 94,862 $ 90,239 $ 92,617 $111,206 $125,516 $ 134,868 $173,483
Total assets......................... 185,366 201,488 201,232 205,633 230,151 234,355 276,433
Short-term borrowings, including
current maturities................. 1,996 18,438 22,143 6,680 1,736 3,255 3,056
Long-term borrowings, less current
maturities......................... 34,267 31,596 42,656 44,913 43,482 64,520 80,700
Stockholders' equity................. 107,608 110,385 100,128 112,750 132,524 121,652 144,958
</TABLE>

- -------------------------
(1) The Company's fiscal year ends on the Saturday closest to December 31,
resulting in some fiscal years including operating results for 53 weeks
instead of the 52 weeks included for most fiscal years. References to fiscal
years by date refer to the fiscal year that includes a majority of the days
of that calendar year; for example, "fiscal 1993" began on January 3, 1993,
and ended on January 1, 1994. Financial data for 1992 reflects results for
53 weeks of operations. The Company's fiscal year is divided into four
accounting periods. The first three accounting periods of each year contain
12 weeks. The final accounting period of each year contains 16 or 17 weeks.
Although there is a difference in the number of weeks in each accounting
period, the Company generally refers to each accounting period as a
"quarter."

(2) Net earnings (loss) includes losses from discontinued operations, net of
income taxes, related to the disposition of the Company's Brooks athletic
footwear business and its Lamonts Apparel leased shoe department business.

(3) On March 10, 1994, the Company announced a three-for-two stock split on
shares of Common Stock outstanding as of March 21, 1994. On April 19, 1995,
the Company announced a three-for-two stock split on shares of Common Stock
outstanding as of May 1, 1995. All share and per share data have been
retroactively adjusted to reflect these stock splits.

10
<PAGE> 12

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The Company is a leading global designer, manufacturer and marketer of
branded, comfort footwear for the entire family. The Company derives its
revenues in the United States primarily from the sale of its footwear through
department stores, footwear chains, catalogs, specialty retailers, mass
merchants and Company-owned outlet stores. The Company derives net sales and
other operating income and net earnings from overseas through a network of
foreign licensees and distributors in approximately 90 countries that license or
distribute the Company's brands. These licensees and distributors are
responsible for sales, marketing and positioning of the Company's brands in
their respective markets. Royalties and license fees are included in the
Company's net sales and other operating income. In addition, the Company is a
licensee of other brands. As a licensee, the Company has been granted the
worldwide rights to manufacture and market certain footwear under the
Caterpillar(R) and CAT Design(R) trademarks, and is also licensed to market
certain footwear throughout the United States, Canada and Japan under the
Coleman(R) trademark. In fiscal 1994, the Company derived from foreign sources
approximately one half of its earnings from continuing operations before income
taxes.

The Company has traditionally sold its products through both wholesale and
retail channels. In fiscal 1990, the Company implemented a strategic plan to
focus the majority of its resources on its wholesale businesses and reduce its
reliance on controlled distribution in its retail business. As a result, the
Company has reduced its retail business from approximately 176 stores operating
under seven different formats in 1990 to 63 stores operating under two formats
at September 9, 1995. These two formats include 51 factory outlet stores and 12
mall-based speciality stores. The Company also adopted a plan in 1994 to
discontinue its operation of leased shoe departments in the Lamonts Apparel
chain and completed the plan in July 1995.

The Company's footwear products are manufactured by the Company and other
entities globally. The Company's manufacturing facilities are located in several
states domestically and in the Dominican Republic, Puerto Rico and Mexico
(collectively, the "Caribbean Basin") and Canada. Two domestic manufacturing
strategies have contributed to the Company's recent record performance. First,
the Company has implemented a "twin plant" concept whereby the labor intensive
cutting and fitting construction of the "upper" is performed at the Company's
facilities in the Caribbean Basin and the technology intensive construction, or
"bottoming," is performed at the Company's domestic facilities. Second, the
Company has also retooled most of its factories since the beginning of fiscal
1993, giving each facility the flexibility to produce a variety of footwear, and
has departed from the industry's historic practice of dedicating a given
facility for production of specific footwear products.

A significant portion of the Company's products are also purchased or
sourced from third parties overseas. The Company has developed a strong internal
sourcing organization and has significant relationships with a variety of
established international manufacturers. As part of its Global Operations Group,
the Company operates a pigskin tannery which manufactures quality leathers for
use in the Company's products and for sale to third parties.

11
<PAGE> 13

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain selected
statement of operations data expressed as a percentage of net sales.

<TABLE>
<CAPTION>
THIRTY-SIX
WEEKS ENDED
FISCAL YEAR -------------------------
--------------------------- SEPT. 10, SEPT. 9,
1992 1993 1994 1994 1995
----- ----- ----- ---------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales and other operating income................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of products sold................................ 70.0 70.2 68.4 69.6 70.0
----- ----- ----- ----- -----
Gross margin......................................... 30.0 29.8 31.6 30.4 30.0
Selling and administrative expenses.................. 25.6 23.7 23.9 24.3 22.9
----- ----- ----- ----- -----
Operating income..................................... 4.4 6.1 7.7 6.1 7.1
Other expenses (income):
Interest expense................................... 1.2 1.5 1.0 1.2 1.2
Restructuring and litigation costs................. 1.0 -- -- -- --
Other-net.......................................... (0.1) (0.4) -- 0.2 (0.4)
----- ----- ----- ----- -----
Earnings from continuing operations before income
taxes.............................................. 2.3 5.0 6.7 4.7 6.3
Income taxes......................................... 0.7 1.4 1.9 1.5 1.9
----- ----- ----- ----- -----
Earnings from continuing operations.................. 1.6 3.6 4.8 3.2 4.4
Loss from discontinued operations, net of income
taxes.............................................. (5.5) (0.1) (0.4) (0.1) --
----- ----- ----- ----- -----
Net earnings (loss).................................. (3.9)% 3.5% 4.4% 3.1% 4.4%
===== ===== ===== ===== =====
</TABLE>

Thirty-Six Weeks Ended September 9, 1995 Compared to Thirty-Six Weeks Ended
September 10, 1994

Year-to-date net sales and other operating income for 1995 of $263.1
million compared to $238.0 million recorded for the comparable period of 1994 (a
10.5% increase). The strong performance of the Wolverine Footwear Group
continued, accounting for $21.5 million of the year-to-date increase. Increases
of $4.6 million generated by United States Department of Defense contracts
helped offset a $3.1 million decrease in the Hush Puppies Retail Division, a
result of a 1994 decision to downsize the retail operations. Sales in the Hush
Puppies Wholesale Division remained flat due to the generally difficult retail
environment for apparel and footwear in the United States. The Wolverine
Leathers and Tru-Stitch Footwear Divisions recognized slight sales increases
which are in line with the Company's plan.

Gross margin as a percentage of net sales and other operating income was
30.0% for 1995 compared to 30.4% for 1994. Improved margins were recorded in the
Wolverine Footwear Group through increased licensing revenues and manufacturing
and sourcing efficiencies. The Wolverine Leathers Division continued its strong
performance reporting a year-to-date $1.8 million gross margin increase. The
increase in gross margin was achieved by significant reductions in fixed costs,
a shift in product mix to higher value added products and price adjustments.
These improvements were offset by decreases in the Hush Puppies Wholesale and
Retail Divisions, resulting from the continued soft retail climate which impacts
both initial wholesale margins and retail promotional pricing requirements.

Selling and administrative costs of $60.1 million (22.9% of net sales and
other operating income) in 1995 compared to $57.9 million (24.3% of net sales
and other operating income) in 1994. Year-to-date selling, advertising and
distribution costs associated with the increased sales volume combined with
advertising and promotional investments for the Wolverine(R) brand accounted for
$4.3 million of the increase. Offsetting decreases in direct selling costs were
reported in the Hush Puppies Retail Division totaling $0.9 million, which were
due to the strategic repositioning and downsizing of the Hush Puppies Retail
Division. Hush Puppies Wholesale Division distribution costs have decreased 13%
from $3.1 million to $2.7 million, reflecting the implementation of a new
incentive wage program designed to reduce costs through increased productivity.

Year-to-date interest expense for 1995 and 1994 was $3.1 million and $2.9
million, respectively. The 1995 interest expense totals reflect an increase in
borrowings outstanding partially offset by reduced senior debt

12
<PAGE> 14

interest rates and average borrowing costs. Increased borrowings were needed to
fund working capital requirements associated with sales growth.

The effective income tax rate on net earnings from continuing operations
decreased on a year-to-date basis in 1995 from 1994 levels (30.6% compared to
32.1%). The effective tax rate reflects the anticipated annualized rate for the
Company giving consideration to the non-taxable net earnings of the Company's
Caribbean operations.

Net earnings from continuing operations of $11.6 million ($0.69 per share)
in 1995 compared with earnings of $7.6 million ($.47 per share) for the same
period of 1994. Increased earnings from continuing operations are primarily a
result of the items noted above.

Fiscal 1994 Compared to Fiscal 1993

Net sales and other operating income from continuing operations for fiscal
1994 of $378.5 million compare with $323.3 million for fiscal 1993, a 17.1%
increase. This increase was primarily the result of record sales in the
Wolverine Footwear Group and the Tru-Stitch Footwear Division. Additionally,
strong sales increases occurred in The Hush Puppies Company and the Wolverine
Leathers Division.

The Wolverine Footwear Group's record sales were fueled by a 31.9% increase
in the domestic and international work and sport boot divisions. This increase
was offset by a 6.1% decrease in the Bates Division. The work and sport boot
gains continued to reflect superior product characteristics and the continued
trend toward utilizing these products for everyday use. The reduced shipments in
the Bates Division reflect the continued downsizing of the United States
military and reduced demand in export markets.

The Tru-Stitch Footwear Division reached record net sales by recording a
23.9% increase over record fiscal 1993 levels. The increase resulted from
further increases in catalog accounts and a full year of operations of the B & B
Shoe Company, which was acquired in fiscal 1993.

The Hush Puppies Company recorded an 11.1% increase in volume for the year
with all operating groups reporting an increase. The brand repositioning which
began in fiscal 1992 continued to have a positive impact on the domestic
wholesale business and contributed to gains in the international and retail
operations. Despite the closing of thirty stores during the year, the retail
operations reported a 4.6% sales increase.

The Global Operations Group recorded increased net sales in the Wolverine
Leathers Division while its contract sales remained flat. The Wolverine Leathers
Division recorded a revenue increase of 23.2% which reflects the opportunities
created from increased pricing pressure on cowhide prices. This increase was
obtained despite the actions taken to reduce its product offerings and to focus
on high margin products.

Gross margins increased to 31.6% in fiscal 1994 compared to 29.8% in fiscal
1993. Pricing pressures continued on both the wholesale and retail level and
cost increases on raw materials occurred throughout the Company during the year.
Despite these pressures, the Company was able to improve its margins by
increasing manufacturing efficiencies, providing improved sourcing to the
wholesale groups and capitalizing on increased production levels which provides
incremental absorption of overhead costs. These benefits are expected to
continue and should provide the Company with the ability to maintain its value
pricing position.

Selling and administrative expenses increased $13.8 million in fiscal 1994
and, as a percentage of net sales, rose to 23.9% in fiscal 1994. This increase
was a result of increased investment spending in the Company's core brands as
advertising and marketing expenses of The Hush Puppies Company and the Wolverine
Footwear Group increased 40.3% on a combined basis. Additionally, normal cost
increases occurred in conjunction with the growth of the Company and employee
profit-sharing costs increased as the overall profitability of the Company
improved.

Interest expense of $4.0 million was down in fiscal 1994 from the $4.7
million reported in fiscal 1993. The reduction resulted from reduced average
borrowings during the year and a more favorable interest rate on the Company's
long-term borrowings which resulted from the issuance of replacement senior
debt.

13
<PAGE> 15

The fiscal 1994 effective income tax rate on continuing operations of 29.0%
increased from 28.0% in fiscal 1993. The reduction from the federal statutory
rates of 35% was principally a result of non-taxable earnings of the Company's
Caribbean operations.

Earnings from continuing operations of $18.1 million ($1.10 per share) for
fiscal 1994 reflect a 53.6% increase over earnings of $11.8 million ($.75 per
share) reported for fiscal 1993. In fiscal 1994, the Company recorded a loss
from discontinued operations of $1.5 million ($.09 per share), net of income
taxes, to reflect the costs associated with the exiting of its Lamonts Apparel
leased shoe department business.

Primary earnings per share of $1.01 for fiscal 1994 compare to $.73 per
share for fiscal 1993. Fully diluted earnings per share of $1.00 and $.71 were
reported for fiscal 1994 and fiscal 1993, respectively.

Fiscal 1993 Compared to Fiscal 1992

Net sales and other operating income from continuing operations for fiscal
1993 were $323.3 million compared to $282.9 million for fiscal 1992. This 14.3%
increase was driven by record sales in the Wolverine Footwear Group and the
Tru-Stitch Footwear Division. The Hush Puppies Company also recorded a healthy
sales increase during the year. These increases were partially offset by a
decrease in the Wolverine Leathers Division sales.

Domestically, the Wolverine Footwear Group posted a sales increase of 31.5%
which was the second year in which the sales gain exceeded 30%. The continued
success of Wolverine(R) DuraShocks(R) boots and the introduction of Wolverine
Wilderness(R) products to the market place were the primary factors contributing
to the sales gain. Increased marketing efforts to promote the Wolverine(R) Work
Boot products also contributed to the sales gains.

A 16.2% increase in net sales was realized by the Bates Division of the
Wolverine Footwear Group. While the United States military continued to
downsize, the comfort characteristics of Bates(R) brand footwear continued to
gain acceptance and the durability of the product made Bates(R) products number
one in this category.

The Tru-Stitch Footwear Division reached record sales with a 20.7% increase
for the year. The prominent position of its products in the market through all
distribution channels and the addition of B & B Shoe Company, which produces
generally lower priced products, continued to allow the Tru-Stitch Footwear
Division to grow its business.

While The Hush Puppies Company did not reach record sales volumes, it did
post an increase of 5.3%. The repositioning and revitalization of the brand
which began in fiscal 1992 had a positive impact. Retail and consumer acceptance
for the product was apparent as the division's reorder business for the year was
strong.

The Wolverine Leathers Division began resizing during the third quarter of
1993. The primary focus was to retract the business into high margin areas where
the business can perform profitably. The volume was reduced and this combined
with other actions is expected to allow the division to regain its profitability
as it focuses on the higher value added product in its offerings.

Gross margins as a percentage of net sales decreased to 29.8% in fiscal
1993 from 30.0% in fiscal 1992. The emphasis of value priced product in the
market place continued to place pressures on wholesale and retail price points.
The Company maximized its pricing positions when superior products were
available, such as Wolverine(R) DuraShocks(R) brand boots and Tru-Stitch(R)
brand slippers, but was very cautious in raising prices in a competitive market
in order to increase gross margin levels. A significant benefit, which improved
the Company's gross margin levels, was the manufacturing efficiencies realized
in the domestic facilities. This, combined with the Company's low cost import
operations, provided the Company with product which was priced attractively.

Selling and administrative expenses for fiscal 1993 were 23.7% of net sales
compared to 25.6% of net sales in fiscal 1992. While the expenses were reduced
as a percentage of net sales, the expenses increased $4.1 million. The increase
was primarily a result of increased commissions due to higher volume, the impact
of intensified marketing and promotional campaigns, and employee profit-sharing
programs. The overhead

14
<PAGE> 16

reduction plan which was announced in the fourth quarter of fiscal 1992 was
successful and the initial target of $3.0 million of savings was exceeded by
over $1.0 million.

Interest expense of $4.7 million for fiscal 1993 reflects a $1.4 million
increase over fiscal 1992. However, fiscal 1992 interest expense did not include
interest expense of $2.6 million associated with discontinued operations.
Overall, interest expense was reduced by $1.1 million as a result of the
reduction in debt levels.

Other expenses in fiscal 1992 included a charge of $2.7 million associated
with the reduction in corporate staff and the write-down of certain intangible
assets.

The fiscal 1993 effective income tax rate on continuing operations of 28.0%
compared to 28.8% in fiscal 1992. The reduction from the statutory federal rate
of 35% was principally a result of non-taxable earnings of the Company's
Caribbean operations.

Earnings from continuing operations of $11.8 million for fiscal 1993
reflect a 151% increase over fiscal 1992 earnings of $4.7 million.

The Company incurred costs associated with the operating losses of the
Brooks athletic footwear business and Lamonts Apparel leased shoe department
business in fiscal 1993 and fiscal 1992. The losses associated with the disposal
of these operations totaled $0.3 million in 1993 and $14.9 million in 1992.
Additionally, the Company elected to adopt SFAS No. 109 ("Accounting for Income
Taxes") and SFAS No. 106 ("Employers Accounting for Post-retirement Benefits
Other Than Pensions") which resulted in a net charge to earnings of $0.8 million
in fiscal 1992.

Net earnings of $11.5 million ($.73 per share) for fiscal 1993 compared to
a net loss of $10.9 million ($.73 per share) for fiscal 1992. The change
reflected the significant progress made in the core business units of the
Company and the improvements resulting from the divestiture of the Brooks
athletic footwear business.

SEASONALITY AND QUARTERLY COMPARISONS

Retail sales in the footwear and apparel industries are seasonal. The
Company's peak selling seasons are during the Easter, back-to-school and
Christmas periods. The Company's sales and profits have traditionally been
higher in the second half of the year. Due to the seasonal nature of its sales,
the Company experiences fluctuation in levels of working capital. The Company
finances its working capital needs through internal financing and through a
revolving credit facility with independent lenders. The Company expects the
seasonal sales and earnings pattern to continue in future years.

The Company's fiscal year is divided into four accounting periods. The
first three accounting periods of each year contain 12 weeks. The final
accounting period of each year contains 16 or 17 weeks. Although there is a
difference in the number of weeks in each accounting period, the Company
generally refers to each accounting period as a "quarter." In addition, the
Company's fiscal year ends on the Saturday closest to December 31, resulting in
some fiscal years including operating results for 53 weeks instead of the 52
weeks included for most fiscal years. This difference in the number of weeks
contained in each quarter combined with the seasonal nature of the Company's
sales cause significant differences in sales and earnings data from quarter to
quarter. These differences, however, follow a similar pattern from year to year.
The following table sets forth certain quarterly consolidated statement of
operations data for the periods presented. This quarterly information is
unaudited and has been prepared on the same basis as the annual consolidated
financial statements and, in management's opinion, reflects all adjustments
(consisting only of normal recurring

15
<PAGE> 17

accruals) necessary to present fairly the information set forth therein. The
operating results for any quarter are not necessarily indicative of results for
any future period.

<TABLE>
<CAPTION>
FISCAL 1993 FISCAL 1994 FISCAL 1995
--------------------------------------- ---------------------------------------- ----------------------------
QUARTER ENDED QUARTER ENDED QUARTER ENDED
--------------------------------------- ---------------------------------------- ----------------------------
MAR. 27, JUNE 19, SEPT. 11, JAN. 1, MAR. 26, JUNE 18, SEPT. 10, DEC. 31, MAR. 25, JUNE 17, SEPT. 9,
1993 1993 1993 1994 1994 1994 1994 1994 1995 1995 1995
-------- -------- --------- -------- -------- --------- --------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales and
other operating
income......... $64,099 $ 63,585 $78,820 $116,811 $66,766 $79,319 $91,910 $140,478 $76,331 $ 86,289 $100,460
Operating
income......... 2,175 2,792 3,933 10,846 2,878 4,998 6,683 14,799 3,875 6,318 8,700
Earnings from
continuing
operations..... 825 1,119 2,092 7,718 1,391 2,463 3,757 10,439 2,497 3,897 5,207
Net earnings..... 700 1,084 2,048 7,660 1,291 2,384 3,687 9,236 2,497 3,897 5,207
Primary earnings
per share from
continuing
operations..... .05 .07 .14 .49 .09 .15 .23 .63 .15 .23 .31
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Accounts receivable of $85.6 million at September 9, 1995 reflect an
increase of $14.0 million and $14.9 million over the balances at September 10,
1994 and December 31, 1994, respectively. Inventories of $110.4 million at
September 9, 1995 reflect an increase of $26.0 million and $31.4 million over
the balances at September 10, 1994 and December 31, 1994, respectively. The
increases in accounts receivable were directly related to increased net sales
and other operating income. Inventories were increased to meet anticipated
future demand in both wholesaling and manufacturing. At September 9, 1995, order
backlog was approximately 23% higher than order backlog at September 10, 1994,
supporting the need for increased inventories. Fourth quarter shipments are
expected to reduce inventories to levels which will be commensurate with the
growth of the Company's wholesale businesses.

Other current assets totaling $14.9 million at September 9, 1995 were
unchanged from December 31, 1994 levels and were $4.0 million higher than the
September 10, 1994 balance. The increases were primarily a result of the current
portion of notes receivable from the 1992 disposition of the Brooks athletic
footwear business becoming classified as a current asset.

Total interest bearing debt of $83.8 million at September 9, 1995 compared
to $67.8 million and $45.2 million at September 10, 1994 and December 31, 1994,
respectively. The increase in debt since December 31, 1994 was a result of the
seasonal working capital requirements of the Company. The increase over
September 10, 1994 was primarily attributable to additional investment in
inventories to meet anticipated sales demand in the last quarter of 1995. The
Company typically experiences its peak borrowing levels in September or October.
The Company is currently examining its long term capital requirements and
anticipates that the proceeds of this offering along with the Company's existing
revolving credit facility will be sufficient to fund the Company's capital
expenditures and working capital needs through 1996.

The Company's increased investments in capital improvements have resulted
in a $1.3 million increase in depreciation expense for the year-to-date through
September 9, 1995 over the same period of 1994. These capital investments
reflect the ongoing integration of manufacturing facilities and refurbishment of
a corporate office building.

The Company issued $30.0 million of senior debt during the third quarter of
1994 with an interest rate of 7.81%. Proceeds were used to pay $21.4 million of
existing 10.40% senior debt and to reduce balances outstanding under the
revolving credit facility.

INFLATION

The Company does not believe that inflation has materially affected
earnings during the past three years.

16
<PAGE> 18

BUSINESS

GENERAL

The Company's footwear is sold under a variety of brand names designed to
appeal to most consumers of non-athletic footwear at numerous price points. The
Company's footwear products are organized under three operating divisions: (i)
The Hush Puppies Company, focusing on comfortable casual shoes, (ii) the
Wolverine Footwear Group, focusing on work, outdoor and lifestyle boots and
shoes and (iii) the Tru-Stitch Footwear Division, focusing on slippers and
moccasins under private labels for third party retailers. The Company's footwear
is distributed domestically to approximately 30,000 department store, footwear
chain, catalog specialty retailer and mass merchant accounts, as well as 63
Company-owned retail stores as of September 9, 1995. The Company's products are
distributed worldwide through approximately 80 licensees and distributors in
over 90 countries. Approximately one half of the Company's earnings from
continuing operations before income taxes is derived from foreign licensing and
distribution arrangements.

The Company, which was organized in 1906 as the successor to a footwear
business established in 1883, began to refocus its marketing, footwear design
and manufacturing strategy in 1992. As a result, global sales of the Company's
brands of footwear increased from approximately 18 million pairs in fiscal 1992
to approximately 26 million pairs in fiscal 1994. In addition, in fiscal 1994,
net sales and other operating income increased by 17.1% to $378.5 million and
net earnings increased by 44.4% to $16.6 million, compared to fiscal 1993.

PRODUCTS

The Company's product offerings include casual, dress, work and uniform
shoes, and work, sport and uniform boots as well as constructed slippers and
moccasins. Footwear is offered by the Company under many recognizable brand
names including Hush Puppies(R), Wolverine(R), Bates(R), Caterpillar(R) and
Coleman(R). The Company also manufactures constructed slippers and moccasins and
markets them on a private label basis through its Tru-Stitch Footwear Division.
Through its manufacturing facilities and third-party contractors, the Company
combines quality materials and skilled workmanship from around the world to
produce footwear according to its specifications.

The Company's footwear products are organized under three operating
divisions: The Hush Puppies Company, the Wolverine Footwear Group, and the
Tru-Stitch Footwear Division. In addition, the Company produces pigskin leathers
under its Global Operations Group.

The Hush Puppies Company. The Company believes that Hush Puppies'(R)
38-year heritage as a pioneer of comfortable casual shoes positions the brand to
capitalize on the global trend toward more casual workplace and leisure attire.
The diverse product line includes numerous styles for both work and casual wear,
utilizes comfort features, such as the Comfort Curve(R) sole and patented
Bounce(R) technology, and is marketed under the advertising theme "We Invented
Casual(TM)."

17
<PAGE> 19

[LOGO] During 1992, the Company implemented a
strategy to reposition the Hush Puppies(R)
brand to update its global image and appeal.
The repositioning contributed to more than 15
million pairs of Hush Puppies(R) being shipped
in 1994, a 17% increase in units over the prior
year. Hush Puppies(R) shoes are sold to men,
women and children in more than 70 countries
and are distributed through a multi-tiered
network of department stores, specialty
retailers, catalogs and Company-owned stores.

The Wolverine Footwear Group. The Wolverine Footwear Group is one of the
world's largest work and outdoor footwear companies, encompassing multiple
brands designed with performance and comfort features to serve a variety of
work, outdoor and lifestyle functions. The Wolverine(R) brand, which has been in
existence for 112 years, is identified with performance and quality and includes
products bearing the names Wolverine(R), Wolverine Wilderness(R) and Wolverine
Sportsman(TM). The Wolverine Footwear Group also includes the Bates(R),
Caterpillar(R) and Coleman(R) product lines. Patented technologies and designs,
such as the DuraShocks(R) and Hidden Tracks(TM) systems, and the use of quality
materials and components contributed to a 22% increase in net sales and other
operating income for the Wolverine Footwear Group in fiscal 1994.

[LOGO] Wolverine Boots and Shoes. The Company believes
the Wolverine(R) brand has built its reputation
by making quality, durable and comfortable work
boots and shoes. The development of
DuraShocks(R) technology allowed the
Wolverine(R) brand to introduce a broad line of
work footwear with a focus on comfort.
Wolverine(R) boots are guaranteed to be "The
World's Most Comfortable Boot or Your Money
Back.(C)" Wolverine(R) brand work boots and
shoes, including steel toes, target male and
female industrial and farm workers and are
distributed through department stores and
speciality and independent retailers.

[LOGO] Wolverine Wilderness. The Wolverine
Wilderness(R) line introduced DuraShocks(R)
technology and other comfort features to
products designed for rugged outdoor use. This
broad product line includes all-terrain sport
boots, walking shoes, trail hikers, rugged
casuals and outdoor sandals. The line targets
active lifestyles and is distributed through
department stores and specialty and independent
retailers.

[LOGO] Wolverine Sportsman. The Company's Wolverine
Sportsman(TM) boots target hunters, fishermen
and other active outdoor users. Warmth,
waterproofing and comfort are achieved through
the use of Gortex(R), Thinsulate(R) and the
Company's DuraShocks(R) brand technologies. The
Wolverine Sportsman(TM) line is sold through
specialty retail and catalog distribution
channels that serve hunting and fishing
enthusiasts.

[LOGO] Bates. The Company's Bates Division is an
industry leader in supplying footwear to
military and civilian uniform users. The Bates
Division utilizes DuraShocks(R) and other
proprietary comfort technologies in the design
of its military-style boots and oxfords.
Civilian uniform uses include police, postal,
restaurant and other industrial occupations.
Bates Division products are also distributed
through specialty retailers and catalogs.

18
<PAGE> 20

[LOGO] Caterpillar. The Company has been granted the
exclusive worldwide rights to manufacture,
market and distribute certain footwear and
related accessories under the Caterpillar(R),
CAT Design(R) and other trademarks. The Company
believes the association with Caterpillar(R)
equipment enhances the reputation of its boots
for quality, ruggedness and durability. In
1994, the first year of the Company's license,
the Company took orders for 3 million pairs of
Caterpillar(R) boots, approximately 70% for
overseas markets. The diversity of the product
line and strong recognition of the
Caterpillar(R) brand name allow the Company to
distribute products through a wide variety of
channels, including mass merchants, department
stores and independent retailers. These
products are primarily targeted at work and
industrial users.

[LOGO] Coleman. The Company has been granted the
exclusive rights to manufacture, market,
distribute and sell certain outdoor footwear
under the Coleman(R) brand in the United
States, Japan and Canada. Coleman(R) brand
footwear products include lightweight hiking
boots, rubber footgear and outdoor sandals,
which are sold primarily at value-oriented
prices through mass merchants.

The Tru-Stitch Footwear Division. Through the Tru-Stitch Footwear Division,
the Company is the leading supplier of constructed slippers in the United
States.

[LOGO] The styling of Tru-Stitch(R) footwear
reflects consumer demand for the "rugged
indoor" look by using natural leathers such as
moosehide, shearling and suede in constructed
slipper and indoor and outdoor moccasin
designs. The Company designs and manufactures
constructed slippers and moccasins on a
private label basis according to customer
specifications. Such products are manufactured
for leading United States retailers and
catalogs, such as Nordstrom, J.C. Penney, L.L.
Bean, Eddie Bauer and Lands' End.

The Wolverine Leathers Division. The Company's Global Operations Group
includes the Wolverine Leathers Division, the largest domestic tanner of
pigskin, primarily for use in the footwear industry.

[LOGO] Wolverine Leathers(R) brand products are
manufactured in the Company's pigskin tannery
located in Rockford, Michigan. The Company
believes these leathers offer superior
performance and cost advantages over cowhide
leathers. The Company's waterproof, stain
resistant and washable leathers are featured
in all of the Company's domestic footwear
lines and many products offered by the
Company's international licensees.

MARKETING

The Company's overall marketing strategy is to develop brand-specific plans
and related promotional materials for the United States market which foster a
differentiated and globally consistent image for each of the Company's core
brands. Each brand group within the Company has its own marketing personnel who
develop the marketing strategy for products within that group. Domestic
marketing campaigns target both the Company's retail accounts and consumers, and
strive to increase overall brand awareness for the Company's products. The
Company's advertisements typically emphasize the comfort and quality of its
footwear, in addition to durability, functionality and other performance
aspects. Components of the brand-specific plans

19
<PAGE> 21

include print, radio and television advertising, in-store point of purchase
displays, Shop-in-Shop design, promotional materials, and sales and technical
floor assistance.

The Company's brand groups provide its international licensees and
distributors with creative direction and materials to convey consistent messages
and brand images. Examples of assistance provided by the Company to its
licensees and distributors are (i) direction concerning the categories of
footwear to be promoted, (ii) photography and layouts, (iii) broadcast
advertising, including commercials and film footage, (iv) point of purchase
presentation specifications and blueprints, (v) sales materials, and (vi)
consulting concerning retail store layout and design.

Three global advertising campaigns are currently underway to enhance brand
position and awareness.

- "We Invented Casual"(TM) positions the Hush Puppies(R) brand as a
pioneer in developing comfortable casual footwear for the family.

- "Works Like Hell, Feels Like Heaven"(TM) highlights the Wolverine(R)
brand's performance and comfort characteristics in the work boot and
shoe category.

- "Walking Machines, The Toughest Equipment On Earth(C)" identifies
Caterpillar(R) brand products with the performance and reputation of
their heavy equipment namesakes.

The Company believes the strengths of its brand names provide a competitive
advantage. In support of this belief, the Company has in recent years
significantly increased its expenditures on marketing and promotion to support
the position of its products and enhance brand awareness.

DOMESTIC SALES AND DISTRIBUTION

The Company uses a wide variety of distribution channels to distribute its
products. To meet the diverse needs of its broad customer base, the Company uses
three primary distribution strategies.

- Traditional wholesale distribution is used to service department
stores (such as J.C. Penney, Sears and Nordstrom), large footwear
chains (such as Famous Footwear and Chernin's), specialty retailers,
catalogs and independent retailers. A dedicated sales force and
customer service team, advertising and point of purchase support and
in-stock inventories are used to service these accounts.

- Volume direct programs provide branded and private label footwear at
competitive prices with limited marketing support. These programs
service major retail, mail order and government customers.

- First cost agreements are primarily utilized to furnish brands
licensed by the Company to mass merchants (such as WalMart) on a
royalty basis.

In addition to its wholesale activities, the Company operated 63 domestic
retail shoe stores as of September 9, 1995, under two formats, consisting of
factory outlet stores and mall-based speciality stores. In fiscal 1990, the
Company implemented a strategic plan to focus the majority of its resources on
its wholesale businesses. As a result, the Company's retail operations were
significantly downsized and repositioned from 176 stores operating under seven
formats in 1990 to the current store base. The Company expects the scope of its
retail operations to remain relatively consistent in the foreseeable future.
Most of the Company's 51 factory outlet stores carry a large selection of first
quality Company branded footwear at a discount to conventional retail prices.
The 12 regional mall-based full service, full price Hush Puppies(R) Specialty
Stores feature a broad selection of men's and women's Hush Puppies(R) brand
footwear and are used by the Company to test new styles and merchandizing
strategies. The Company also adopted a plan in 1994 to discontinue its operation
of leased shoe departments in the Lamonts Apparel chain and completed the plan
in July 1995.

A broad distribution base insulates the Company from dependence on any one
customer. No customer of the Company accounted for more than 10% of the
Company's net sales and other operating income in fiscal 1994.

20
<PAGE> 22

GLOBAL LICENSING

Approximately one half of the Company's earnings from continuing operations
before income taxes is derived from foreign licensing and distribution
arrangements. The Company derives royalty income from licensing the Hush
Puppies(R), Wolverine(R), Wolverine Wilderness(R), and other trademarks to
domestic and foreign licensees for use on footwear and related products. The
Company, as a licensee, sells footwear bearing the Caterpillar(R) and Coleman(R)
trademarks through foreign distributors. Licensing and distributing enables the
Company to develop international markets without the capital commitment required
to maintain inventories or fund localized marketing programs. In fiscal 1994,
the Company's foreign licensees and distributors sold an estimated 11.5 million
pairs of footwear, an increase from approximately 8.6 million pairs sold in
fiscal 1993.

The Company continues to develop a global network of licensees and
distributors to market its footwear brands. The Company assists in designing
products that are appropriate to each foreign market but are consistent with the
global brand position. The licensees and distributors then either manufacture
their own product or purchase goods from either the Company or third-party
manufacturers. Each licensee and distributor is responsible for the marketing
and distribution of the Company's products. See "-- Marketing."

MANUFACTURING AND SOURCING

Although approximately one half of the Company's product line is purchased
or sourced from third parties, the remainder is produced at Company-owned
facilities. The Company's footwear is manufactured in several domestic and
certain related foreign facilities located in Michigan, Arkansas, Indiana, New
York, the Caribbean Basin and Canada. The Company has implemented a "twin plant"
concept whereby the labor intensive cutting and fitting construction of the
"upper" is performed at the Company's facilities in the Caribbean Basin and the
technology intensive construction, or "bottoming," is performed at the Company's
domestic facilities.

The Company has retooled most of its factories since the beginning of
fiscal 1993, giving each facility the flexibility to produce a variety of
footwear, and has departed from the industry's historic practice of dedicating a
given facility for production of specific footwear products. The traditional
dedication of facilities at times caused internal conflicts in manufacturing
capacity and did not permit the Company to quickly respond to changes in market
preference and demand. The Company now produces various products for both men
and women in most of its domestic facilities, providing greater flexibility for
the Company to respond to both market and customer-specific demand.

The Company sources certain footwear from a variety of foreign
manufacturing facilities in the Asia-Pacific region, Central and South America
and Europe. The Company maintains technical offices in the Asia-Pacific region
to facilitate the sourcing and importation of quality footwear. The Company has
established guidelines for each of its third-party manufacturers in order to
monitor product quality, labor practices, and financial viability.

The Company's domestic manufacturing operations allow the Company to (i)
reduce its lead time, enabling it to quickly respond to market demand and reduce
inventory risk, (ii) lower freight and shipping costs and (iii) closely monitor
product quality. The Company's foreign manufacturing strategy allows the Company
to (i) benefit from lower labor costs, (ii) source the highest quality raw
materials from around the world and (iii) avoid additional capital expenditures
necessary for factories and equipment. The Company believes that its overall
global manufacturing strategy gives the Company maximum flexibility to properly
balance the need for timely shipments, high quality products and competitive
pricing.

The Company owns and operates a pigskin tannery, which is one of the
premier tanners of quality leather for the footwear industry. The Company and
its licensees receive virtually all of their pigskin requirements from the
tannery. The Company believes the tannery provides a strategic advantage for the
Company by producing leather using proprietary technology at prices below those
available from other sources.

The Company's principal required raw material is quality leather, which it
purchases primarily from a select group of domestic suppliers, including the
Company's tannery. The global availability of shearling and cowhide leather
eliminates any reliance by the Company upon a sole supplier. However, the
Company currently purchases the vast majority of the raw pigskins used in a
significant portion of its pigskin footwear from a single domestic source, which
has been a reliable and consistent supplier for over 30 years. The

21
<PAGE> 23

Company purchases all of its other raw materials and component parts from a
variety of sources, none of which is believed by the Company to be a dominant
supplier.

TRADEMARKS, LICENSES AND PATENTS

The Company holds a number of registered and common law trademarks that
identify its products. The trademarks that are most widely used by the Company
include Hush Puppies(R), Wolverine(R), Wolverine Wilderness and Sun Design(R),
Bates(R), DuraShocks(R), Bounce and Design(R), Comfort Curve(R), Tru-Stitch(R),
and Sioux Mox(R). The Company is licensed to market certain footwear under the
Coleman(R) trademark in the United States and Canada and in Japan pursuant to
agreements extending through December 31, 2000, and June 30, 1999, respectively.
The Company is also licensed to market certain footwear and related accessories
throughout the world under the Caterpillar(R) and CAT Design(R) trademarks
pursuant to an agreement that extends through December 31, 1999. Pigskin leather
produced by the Company is sold under the trademarks Wolverine Leathers(R) and
Satin Suede(TM).

The Company believes that its products are identified by consumers by its
trademarks and that its trademarks are valuable assets. The Company is not aware
of any infringing uses or any prior claims of ownership of its trademarks that
could materially affect its current business. It is the policy of the Company to
pursue registration of its primary marks whenever possible and to vigorously
defend its trademarks against infringement or other threats to the greatest
extent practicable under the laws of the United States and other countries. The
Company is also the holder of several patents, copyrights and various other
proprietary rights. The Company protects all of its proprietary rights to the
greatest extent practicable under applicable law.

ORDER BACKLOG

At September 9, 1995, the Company had a backlog of orders of approximately
$100 million compared with a backlog of approximately $82 million at September
10, 1994. While orders in backlog are subject to cancellation by customers, the
Company has not experienced significant cancellation of orders in the past. The
backlog at a particular time is affected by a number of factors, including
seasonality and the scheduling of the manufacture and shipment of products.
Accordingly, a comparison of backlog from period to period is not necessarily
meaningful and may not be indicative of eventual actual shipments.

COMPETITION

The Company's footwear lines are manufactured and marketed in a highly
competitive environment. The Company competes with numerous manufacturers
(domestic and foreign) and importers of footwear, some of which are larger and
have greater resources than the Company. The Company's major competitors for its
brands of footwear are located in the United States. Product performance and
quality, including technological improvements, product identity, competitive
pricing, and the ability to adapt to style changes are all important elements of
competition in the footwear markets served by the Company. The footwear industry
in general is subject to changes in consumer preferences. The Company strives to
meet competition and maintain its competitive position through promotion of
brand awareness, manufacturing efficiencies, its tannery operations, and the
style, comfort and value of its products. Future sales by the Company will be
affected by its continued ability to sell its products at competitive prices and
to meet shifts in customer preference.

RESEARCH AND DEVELOPMENT

In addition to normal and recurring product development, design and styling
activities, the Company engages in research and development related to new and
improved materials for use in its footwear and other products and in the
development and adaptation of new production techniques. The Company's
continuing relationship with the Biomechanics Evaluation Laboratory at Michigan
State University, which is funded in part by a grant from the Company, has led
to specific biomechanical design concepts, such as Bounce(R), DuraShocks(R) and
Hidden Tracks(TM) comfort technologies, that have been incorporated in the
Company's footwear. The Company also maintains a footwear design center in Italy
to develop contemporary styling for the Company and its international licensees.

22
<PAGE> 24

LEGAL PROCEEDINGS

The Company is involved in litigation and various legal matters arising in
the normal course of business. The Company is also involved in certain
environmental compliance activities. Compliance with federal, state and local
regulations with respect to the environment has not had, nor is it expected to
have, any material effect on the capital expenditures, earnings or competitive
position of the Company. The Company uses and generates, and in the past has
used and generated, certain substances and wastes that are regulated or may be
deemed hazardous under certain federal, state and local regulations with respect
to the environment.

The Company is one of 14 companies named as potentially responsible parties
("PRPs") by the Michigan Department of Environmental Quality ("MDEQ") at the
Sunrise Landfill Site near Wayland, Michigan. The MDEQ has demanded that the
PRPs pay approximately $3.7 million as reimbursement for past costs at the site
and join in financing further investigation and remedial efforts. The MDEQ
estimates that cleanup and remediation of the site could cost in excess of $15
million. The Sunrise PRPs have jointly agreed with the MDEQ to pay $323,000 in
costs incurred by the MDEQ prior to July 1991, and have agreed to investigate
possible responses, implement interim measures to control current and prevent
future environmental degradation, and attempt to identify other PRPs. The
Company has paid $90,000, representing its share of the estimated cost of these
activities. The Company's ultimate liability at this site will depend largely
upon what remedial measures prove feasible and whether additional PRPs can be
identified.

The Company has considered facts that have been ascertained and opinions of
counsel handling these matters and does not believe the ultimate resolution of
these matters will have a material adverse effect on the Company's financial
condition or results of operations.

EMPLOYEES

The Company has approximately 5,600 production, office and sales employees.
Approximately 1,400 employees are covered by eight union contracts expiring at
various dates through 1998. The Company has experienced no work stoppages since
1990. The Company presently considers its employee relations to be good.

PROPERTIES

The principal executive, sales and administration offices of the Company
are located in Rockford, Michigan and consist of administration and office
buildings of approximately 150,000 square feet. The Company also has additional
administrative and sales offices in Arkansas, New York, Italy, Canada and the
Asia-Pacific region totaling approximately 32,400 square feet, the majority of
which is leased.

The Company's pigskin tannery, located in Rockford, Michigan, encompasses
approximately 160,000 square feet and is supported by four procurement
facilities in various states. The Company's footwear manufacturing operations
are conducted at 20 separate facilities, totaling approximately 850,000 square
feet of manufacturing space. These facilities are located in Arkansas, Indiana,
Michigan, New York, Mexico, Puerto Rico, the Dominican Republic and Canada.
Approximately 444,000 square feet of manufacturing space is under lease at eight
locations and the remaining twelve facilities are Company-owned. The Company
believes its footwear manufacturing facilities are generally among the most
modern in the industry.

The Company maintains twelve warehouses, located in four states and Canada,
containing approximately 870,000 square feet. The majority of these warehouses
are Company-owned, with approximately 200,000 square feet at five locations
under lease. In addition, the Company's retail operations are conducted
throughout the United States and as of September 9, 1995, consisted of
approximately 63 locations. All retail locations, except 3 factory outlet stores
in Company-owned facilities, are subject to operating leases.

The Company's Board of Directors has approved $11.0 million to purchase and
equip a warehouse in Cedar Springs, Michigan which is currently under
construction and $12.0 million to expand the Company's corporate headquarters
complex. The Company expects to fund such expenditures through future available
balances under the revolving credit facility.

The Company believes that its current facilities, including the planned
expansion and purchase of certain facilities discussed above, are suitable and
adequate to meet its anticipated needs for the next twelve months.

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<PAGE> 25

MANAGEMENT

Biographical information concerning the executive officers of the Company
and the Chairman of the Board is presented below. Except as otherwise indicated,
all individuals have had the same principal employment for over five years.

<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD WITH THE COMPANY
- ----------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Geoffrey B. Bloom.................. 54 President and Chief Executive Officer
Steven M. Duffy.................... 42 Vice President and President of the Global
Operations Group
V. Dean Estes...................... 46 Vice President and President of the Wolverine
Footwear Group
Stephen L. Gulis, Jr............... 38 Vice President and Chief Financial Officer
Blake W. Krueger................... 42 General Counsel and Secretary
L. James Lovejoy................... 64 Vice President of Corporate Communications
Phillip D. Matthews................ 57 Chairman of the Board
Thomas P. Mundt.................... 45 Vice President of Strategic Planning and Treasurer
Timothy J. O'Donovan............... 50 Executive Vice President and President of The Hush
Puppies Company
Robert J. Sedrowski................ 46 Vice President of Human Resources
</TABLE>

Geoffrey B. Bloom is President and Chief Executive Officer and a director
of the Company. Mr. Bloom joined the Company in 1987 as its Chief Operating
Officer and a director and served as Chief Operating Officer until 1993. Prior
to 1987, Mr. Bloom was responsible for overall operations of Jaymar-Ruby, a
fashion apparel division of HartMarx Corporation, and held several senior
executive positions with The Florsheim Shoe Company.

Steven M. Duffy has served the Company as a corporate Vice President since
April 1993 and is President of the Company's Global Operations Group. In this
capacity, Mr. Duffy is responsible for oversight of domestic manufacturing,
global sourcing, and warehousing and distribution. He is also responsible for
sales, marketing and overall operations of the Wolverine Leathers Division and
the Tru-Stitch Footwear Division. From 1989 to April 1993 he served the Company
in various senior manufacturing positions. Before joining the Company, Mr. Duffy
served in various capacities in manufacturing operations for The Florsheim Shoe
Company for 14 years.

V. Dean Estes has been with the Company since 1975, and was appointed as an
officer and corporate Vice President in 1995. Mr. Estes is President of the
Wolverine Footwear Group. In this capacity, Mr. Estes is responsible for the
domestic and international licensing operations for all work, sport and uniform
brands. Since he joined the Company, Mr. Estes' primary focus has been on the
sales, marketing and product development functions of the Company's work boot
and shoe and related businesses.

Stephen L. Gulis, Jr., has served the Company as Vice President and Chief
Financial Officer since February 1994. From April 1993 to February 1994 he
served the Company as Vice President of Finance and Corporate Controller. From
1986 to 1993 he was the Vice President of Administration and Control for The
Hush Puppies Company and, in that capacity, focused on the domestic wholesale,
retail and international operations of the Company's Hush Puppies business. Also
from 1986 to 1993, Mr. Gulis' responsibilities included the development of
internal control, financial and operating systems for the Company's domestic
manufacturing operations of the Global Operations Group.

Blake W. Krueger has served the Company as General Counsel and Secretary
since April 1993. Mr. Krueger is a partner of the law firm of Warner Norcross &
Judd LLP, and has been a partner with that firm since 1985.

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<PAGE> 26

L. James Lovejoy has served the Company as Vice President of Corporate
Communications since 1991. In this capacity, Mr. Lovejoy is responsible for all
financial and investor relations, stockholder communications and the public
relations functions for all of the Company's operating divisions. From 1984 to
1991 he was the Director of Corporate Communications for Gerber Products
Company, a manufacturer of baby food and consumer products.

Phillip D. Matthews has been a director since 1981. Mr. Matthews is
Chairman of the Board and Chairman of the Executive Committee of the Company. In
his capacity as Chairman, Mr. Matthews is an officer of the Board of Directors
and is responsible for Board of Directors governance issues and provides
assistance in defining strategic direction for the Company. Mr. Matthews is
primarily engaged in other business activities and is not involved in the
day-to-day operations of the Company. Mr. Matthews is also Chairman of Reliable
Company, a coin-operated laundry equipment company servicing the multi-unit
housing industry. Mr. Matthews is also a director of H.F. Ahmanson, Panda
Management Company and Bell Sports Corp. From 1981 to 1989 Mr. Matthews was
Chairman, Chief Executive Officer and owner of Bell Helmets, Inc., a predecessor
of Bell Sports Corp.

Thomas P. Mundt has served the Company as Vice President of Strategic
Planning and Treasurer since December 1993. From 1988 to 1993 he served in
various financial and planning positions at Sears Roebuck & Co., including Vice
President Planning, Coldwell Banker's Real Estate Group and Director of
Corporate Planning for Sears Roebuck & Co.

Timothy J. O'Donovan has been a director since 1993. Mr. O'Donovan has
served the Company as Executive Vice President since 1982. In this capacity, Mr.
O'Donovan is responsible for establishing the strategic direction of all of the
Company's footwear brands and contributes to the overall policy-making function
for the Company. In addition, Mr. O'Donovan is President of The Hush Puppies
Company and is responsible for oversight of the day-to-day operations of its
domestic wholesale, retail and international businesses. Mr. O'Donovan has
served the Company in numerous senior management positions since he joined the
Company in 1969.

Robert J. Sedrowski has served the Company as Vice President of Human
Resources since October 1993. From 1990 to 1993 he served as Director of Human
Resources for the Company. Before he joined the Company, Mr. Sedrowski held
several senior level human resource related positions with Ameriwood Industries
International, Corp. (formerly Rospatch Corporation) and other companies.

25
<PAGE> 27

UNDERWRITING

The Underwriters named below, represented by Montgomery Securities and
Gerard Klauer Mattison & Co., LLC (the "Representatives"), have severally
agreed, subject to the terms and conditions contained in the underwriting
agreement (the "Underwriting Agreement"), by and between the Company and the
Underwriters, to purchase from the Company the number of shares of Common Stock
indicated below opposite their respective names at the public offering price
less the underwriting discount set forth on the cover page of this Prospectus.
The Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters are committed
to purchase all of the shares of Common Stock if they purchase any.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
------------------------------------------------------------------- ---------
<S> <C>
Montgomery Securities.............................................. 1,160,000
Gerard Klauer Mattison & Co., LLC ................................. 290,000
Roney & Co. ....................................................... 100,000
---------
Total......................................................... 1,550,000
=========
</TABLE>

The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public on the terms set
forth on the cover page of this Prospectus. The Underwriters may allow to
selected dealers a concession of not more than $0.87 per share; and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $0.10 per share to certain other dealers. After the offering, the public
offering price and other selling terms may be changed by the Representatives.
The Common Stock is offered subject to receipt and acceptance by the
Underwriters, and to certain other conditions, including the right to reject
orders in whole or in part.

The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to a maximum
of 232,500 additional shares of Common Stock, respectively, to cover
over-allotments, if any, at the same price per share as the initial shares to be
purchased by the Underwriters. To the extent that the Underwriters exercise this
option, the Underwriters will be committed, subject to certain conditions, to
purchase such additional shares in approximately the same proportion as set
forth in the above table. The Underwriters may purchase such shares only to
cover over-allotments made in connection with this offering.

The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act of 1933, as amended, or will contribute to payments the
Underwriter may be required to make in respect thereof.

The Company's directors and executive officers have all agreed that, for a
period of 90 days from the date of this Prospectus, they will not offer, sell or
otherwise dispose of any shares of their Common Stock or options to acquire
shares of Common Stock without the prior written consent of Montgomery
Securities, or the Representatives acting jointly, subject to certain limited
exceptions including upon the exercise of outstanding stock options or pursuant
to existing employee benefit and other equity-based plans. The Company has
agreed not to sell any shares of Common Stock for a period of 90 days from the
date of this Prospectus without the prior written consent of Montgomery
Securities, or the Representatives acting jointly, except that the Company may,
without consent, issue shares of Common Stock upon exercise of outstanding stock
options or pursuant to existing employee benefit and other equity-based plans.

26
<PAGE> 28

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Warner Norcross & Judd LLP, Grand Rapids, Michigan and
for the Underwriters by Locke Purnell Rain Harrell (A Professional Corporation),
Dallas, Texas.

As of October 25, 1995, partners in and attorneys employed by or associated
with Warner Norcross & Judd LLP and their associates were beneficial owners of a
total of 3,601 shares of Common Stock having an aggregate market value of
$105,779 as of that date. Shares reported as beneficially owned include all
shares as to which such persons have direct or indirect, sole or shared, power
to direct voting or disposition, including personal shares as well as shares
held in fiduciary capacities. In addition, Blake W. Krueger, a partner of Warner
Norcross & Judd LLP, is an executive officer of the Company serving as General
Counsel and Secretary.

EXPERTS

The Consolidated Financial Statements of Wolverine World Wide, Inc. at
December 31, 1994 and January 1, 1994, and for each of the three fiscal years
ended December 31, 1994, January 1, 1994, and January 2, 1993, appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated in this Prospectus by
reference. Such consolidated financial statements are incorporated in this
Prospectus by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

27
<PAGE> 29

GLOBAL OPERATIONS GROUP

[ARTWORK -- GLOBE]

GLOBAL MANUFACTURING
[ARTWORK -- MAP]

[PHOTOGRAPHS OF PRODUCT ADVERTISEMENTS]
<PAGE> 30

- ------------------------------------------------------
- ------------------------------------------------------

No dealer, salesperson or any other person has been authorized to give any
information or make any representations other than those contained in this
Prospectus in connection with this offering and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Underwriters. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the information set forth
herein or in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any date after the date hereof.

----------------------------

TABLE OF CONTENTS

----------------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information................. 3
Incorporation of Certain Information
by Reference........................ 3
Prospectus Summary.................... 4
Risk Factors.......................... 6
Use of Proceeds....................... 7
Price Range of Common Stock and
Dividends........................... 8
Capitalization........................ 9
Selected Consolidated Financial
Data................................ 10
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 11
Business.............................. 17
Management............................ 24
Underwriting.......................... 26
Legal Matters......................... 27
Experts............................... 27
</TABLE>

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1,550,000 SHARES
[WOLVERINE LOGO]
COMMON STOCK
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PROSPECTUS

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MONTGOMERY SECURITIES

GERARD KLAUER MATTISON & CO., LLC
November 15, 1995
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