WOLVERINE WORLD WIDE INC /DE/
10-Q, 1996-10-22
FOOTWEAR, (NO RUBBER)
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<PAGE>    1
                    SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC 20549

                                 FORM 10-Q

      [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
    For the third twelve week accounting period ended September 7, 1996

                                    OR

      [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ________ to ________

                       Commission File Number 1-6024

                        WOLVERINE WORLD WIDE, INC.
          (Exact Name of Registrant as Specified in its Charter)

                     DELAWARE                           38-1185150
          (State or Other Jurisdiction of             (IRS Employer
          Incorporation or Organization)             Identification No.)

     9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN              49351
     (Address of Principal Executive Offices)           (Zip Code)


                              (616) 866-5500
           (Registrant's Telephone Number, including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past ninety (90) days.

                          Yes  X          No
                             -----          -----

Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

     There were 28,337,873 shares of Common Stock, $1 par value,
     outstanding as of October 17, 1996, of which 557,343 shares are
     held as Treasury Stock.  The shares outstanding, excluding shares
     held in treasury, have been adjusted for the 3-for-2 stock
     split paid on August 16, 1996, on shares outstanding at the
     close of business on July 26, 1996.
<PAGE>    2
                       PART I. FINANCIAL INFORMATION
                     ITEM 1.      FINANCIAL STATEMENTS
<TABLE>
                WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

                   CONSOLIDATED CONDENSED BALANCE SHEETS
                          (THOUSANDS OF DOLLARS)
<CAPTION>

                                                       SEPTEMBER 7,    DECEMBER 30,   SEPTEMBER 9,
                                                          1996            1995           1995
                                                       (UNAUDITED)      (AUDITED)     (UNAUDITED)
                                                       -----------     -----------    ------------
<S>                                                    <C>             <C>             <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                             $  2,450        $ 27,088        $  1,950
  Accounts receivable, less allowances
    September 7, 1996 - $5,383
    December 30, 1995 - $3,407
    September 9, 1995 - $5,296                           106,557          83,392          85,615
  Inventories:
    Finished products                                     81,095          45,814          68,388
    Raw materials and work in process                     43,267          42,536          41,994
                                                        --------        --------        --------
                                                         124,362          88,350         110,382

  Other current assets                                    15,099          15,896          14,932
  Net current assets of discontinued operations               42             149              75
                                                        --------        --------        --------

TOTAL CURRENT ASSETS                                     248,510         214,875         212,954

PROPERTY, PLANT & EQUIPMENT
  Gross cost                                             123,755         109,731         102,364
  Less accumulated depreciation                           66,931          62,846          62,969
                                                        --------        --------        --------
                                                          56,824          46,885          39,395

OTHER ASSETS                                              29,607          21,794          22,277
                                                        --------        --------        --------

TOTAL ASSETS                                            $334,941        $283,554        $274,626
                                                        ========        ========        ========
</TABLE>

See notes to consolidated condensed financial statements.


                                      -2-
<PAGE>    3
<TABLE>
                WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

             CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED
                          (THOUSANDS OF DOLLARS)
<CAPTION>

                                                        SEPTEMBER 7,   DECEMBER 30,   SEPTEMBER 9,
                                                           1996           1995           1995
                                                        (UNAUDITED)     (AUDITED)     (UNAUDITED)
                                                        -----------    -----------    -----------
<S>                                                     <C>            <C>            <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY

CURRENT LIABILITIES
  Notes payable to banks                                 $  2,608       $  2,339       $  2,936
  Accounts payable and other accrued liabilities           40,880         35,224         36,415
  Current maturities of long-term debt                         70             84            120
                                                         --------       --------       --------
TOTAL CURRENT LIABILITIES                                  43,558         37,647         39,471

LONG-TERM DEBT (less current maturities)                   59,536         30,594         80,700

OTHER NONCURRENT LIABILITIES                               10,543         11,099         11,304

STOCKHOLDERS' EQUITY
  Common Stock - par value $1, authorized
    40,000,000 shares; shares issued
    (including shares in treasury):
      September 7, 1996 - 28,315,596 shares
      December 30, 1995 - 27,899,913 shares
      September 9, 1995 - 25,510,623 shares                28,316         18,783         17,007
  Additional paid-in capital                               65,353         70,716         21,833
  Retained earnings                                       138,275        123,593        112,343
  Accumulated translation adjustments                        (351)          (324)           298
  Unearned compensation                                    (3,271)        (1,827)        (1,807)
  Cost of shares in treasury:
    September 7, 1996 - 557,343 shares
    December 30, 1995 - 547,913 shares
    September 9, 1995 - 562,903 shares                     (7,018)        (6,727)        (6,523)
                                                         --------       --------       --------

TOTAL STOCKHOLDERS' EQUITY                                221,304        204,214        143,151
                                                         --------       --------       --------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                   $334,941       $283,554       $274,626
                                                         ========       ========       ========
</TABLE>
                                      -3-
<PAGE>    4
( ) - Denotes deduction.

See notes to consolidated condensed financial statements.















































                                      -4-
<PAGE>    5
<TABLE>
                WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED STATEMENTS
                               OF OPERATIONS

               (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
                                (UNAUDITED)
<CAPTION>
                                                  12 WEEKS ENDED                   36 WEEKS ENDED
                                          -----------------------------     -----------------------------
                                          SEPTEMBER 7,     SEPTEMBER 9,     SEPTEMBER 7,     SEPTEMBER 9,
                                             1996             1995             1996             1995
                                          ------------     ------------     ------------     ------------
<S>                                      <C>              <C>              <C>              <C>
NET SALES AND OTHER
 OPERATING INCOME                         $  120,466       $  100,460       $  298,461       $  263,080

Cost of products sold                         84,453           71,707          205,808          184,049
                                          ----------       ----------       ----------       ----------
GROSS MARGIN                                  36,013           28,753           92,653           79,031

Selling and administrative expenses           24,842           20,053           68,494           60,138
                                          ----------       ----------       ----------       ----------
OPERATING INCOME                              11,171            8,700           24,159           18,893

OTHER EXPENSES (INCOME):
 Interest expense                                660            1,489            2,119            3,142
 Interest income                                (130)            (155)            (686)            (560)
 Other - net                                     (10)             (83)            (716)            (404)
                                          ----------       ----------       ----------       ----------
                                                 520            1,251              717            2,178
                                          ----------       ----------       ----------       ----------

EARNINGS BEFORE INCOME
 TAXES                                        10,651            7,449           23,442           16,715

Income taxes                                   3,301            2,242            7,266            5,114
                                          ----------       ----------       ----------       ----------

NET EARNINGS                              $    7,350       $    5,207       $   16,176       $   11,601
                                          ==========       ==========       ==========       ==========
EARNINGS  PER SHARE:
 Primary                                  $      .26       $      .21       $      .57       $      .46
                                          ==========       ==========       ==========       ==========
 Fully diluted                            $      .26       $      .21       $      .57       $      .46
                                          ==========       ==========       ==========       ==========



                                             -5-
<PAGE>    6
CASH DIVIDENDS PER SHARE                  $     .027       $     .023       $     .080       $     .068
                                          ==========       ==========       ==========       ==========

SHARES USED FOR NET
 EARNINGS PER SHARE
 COMPUTATION:
   Primary                                28,557,286       25,461,174       28,450,062       25,228,927
                                          ==========       ==========       ==========       ==========
   Fully diluted                          28,593,796       25,505,379       28,560,110       25,350,793
                                          ==========       ==========       ==========       ==========
</TABLE>
See notes to consolidated condensed financial statements.






































                                      -6-
<PAGE>    7
<TABLE>
                WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                          (THOUSANDS OF DOLLARS)
                                (UNAUDITED)
<CAPTION>
                                                                          36 WEEKS ENDED
                                                                   -----------------------------
                                                                   SEPTEMBER 7,     SEPTEMBER 9,
                                                                      1996             1995
                                                                   ------------     ------------
<S>                                                                <C>              <C>
OPERATING ACTIVITIES
 Net earnings                                                       $ 16,176         $ 11,601
 Depreciation, amortization and other non-cash items                     473            3,242
 Unearned compensation                                                (1,444)            (611)
 Changes in operating assets and liabilities:
   Accounts receivable                                               (13,566)         (14,946)
   Inventories                                                       (26,857)         (31,357)
   Other current assets                                                1,486            2,886
   Accounts payable and other accrued liabilities                      3,920           (4,869)
                                                                    --------         --------

     NET CASH USED IN OPERATING ACTIVITIES                           (19,812)         (34,054)

FINANCING ACTIVITIES
 Proceeds from long-term borrowings                                   29,000           58,181
 Payments of long-term borrowings                                        (72)         (21,147)
 Proceeds from short-term borrowings                                     269            3,504
 Payments of short-term borrowings                                                     (2,000)
 Cash dividends                                                       (1,494)          (1,131)
 Proceeds from shares issued under employee stock plans                3,879            1,998
                                                                    --------         --------

     NET CASH PROVIDED BY FINANCING
      ACTIVITIES                                                      31,582           39,405

INVESTING ACTIVITIES
 Purchase of business product line                                   (22,750)
 Purchase of wholesale business                                       (5,353)
 Additions to property, plant and equipment                          (11,890)          (8,448)
 Net decrease in notes receivable                                      3,797            2,127
 Other                                                                  (212)             (29)
                                                                    --------         --------

     NET CASH USED IN INVESTING ACTIVITIES                           (36,408)          (6,350)
                                                                    --------         --------

                                      -7-
<PAGE>    8
DECREASE IN CASH AND CASH EQUIVALENTS                                (24,638)            (999)

Cash and cash equivalents at beginning of year                        27,088            2,949
                                                                    --------         --------

CASH AND CASH EQUIVALENTS AT END OF
 THIRD ACCOUNTING PERIOD                                            $  2,450         $  1,950
                                                                    ========         ========
</TABLE>
(  ) - Denotes reduction in cash and cash equivalents.

See notes to consolidated condensed financial statements.






































                                      -8-
<PAGE>    9
                WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             SEPTEMBER 7, 1996

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting solely of normal recurring accruals) considered
necessary for fair presentation have been included.  For further
information, refer to the consolidated financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995.  Certain amounts in 1995 have been reclassified to
conform with the presentation used in 1996.

NOTE B - FLUCTUATIONS

The Company's sales are seasonal, particularly in its major divisions, The
Hush Puppies Company, the Wolverine Footwear Group and the Wolverine
Slipper Group.  Seasonal sales patterns and the fact that the fourth quarter
has sixteen or seventeen weeks as compared to twelve weeks in each of the
first three quarters cause significant differences in sales and earnings
from quarter to quarter.  These differences, however, follow a consistent
pattern each year.

NOTE C - BUSINESS ACQUISITIONS

On March 22, 1996, the Company consummated the acquisition of certain
assets of the Hy-Test product line from The Florsheim Shoe Company.  The
preliminary purchase price at the closing date was $22,750,000 in cash and
has been allocated to the related assets and liabilities.  A final purchase
price allocation will be completed in future periods based on the review
and agreement of both parties on the final closing balance sheet.

On August 24, 1996, the Company completed the acquisition of the Hush
Puppies wholesale business in the United Kingdom and Ireland from British
Shoe Corporation, a subsidiary of Sears Plc.  The purchase price
approximated $6,500,000 and consisted primarily of cash and $1,550,000 in
notes payable over the next three years.  The purchase price has not been
allocated to the related assets, consisting primarily of inventory and
goodwill, at September 7, 1996 and has been included in other current assets
in the consolidated condensed balance sheet.  A final purchase price
allocation will be completed in future periods upon preparation of the
closing balance sheet.

                                      -9-
<PAGE>    10
NOTE D - COMMON STOCK

On July 11, 1996, the Company announced a 3-for-2 stock split on shares
outstanding on July 26, 1996 payable August 16, 1996.  All share and per
share data have been retroactively adjusted for the increased shares
resulting from the stock split.

NOTE E - EARNINGS PER SHARE

Primary earnings per share are computed based on the weighted average
shares of common stock outstanding during each period assuming that the
stock split described in Note D had been completed at the beginning of the
earliest period presented.  Common stock equivalents (stock options) are
included in the computation of primary and fully diluted earnings per
share.



































                                      -10-
<PAGE>    11
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - COMPARISONS OF THIRD QUARTER AND YEAR-TO-DATE 1996
TO THIRD QUARTER AND YEAR-TO-DATE 1995

Third quarter net sales and other operating income of $120.5 million for
1996 exceeded 1995 levels by $20.0 million (a 19.9% increase), and 1996
year-to-date net sales of $298.5 million compares to $263.1 million
recorded for the comparable period of 1995 (a 13.4% increase).  The strong
performance of the Wolverine Footwear Group continued, accounting for $9.5
million of the quarterly net sales and other operating income increase and
$18.7 million of the year-to-date increase.  Sales in the Hush Puppies
Wholesale Division increased $6.8 million for the third quarter of 1996 and
$8.3 million year-to-date reflecting the popularity of the HUSH
PUPPIES[REGISTERED] CLASSICS product line.  A current year third quarter
sales increase of $2.3 million and a year-to-date sales increase of
$9.8 million generated by United States Department of Defense contracts
helped offset the Wolverine Slipper Group's slight decrease of $1.3 million
for the third quarter and $3.8 million year-to-date.  Sales for the
Wolverine Leather Division and the Hush Puppies Retail Division remained
relatively flat for both third quarter and year-to-date 1996.

Gross margin as a percentage of net sales and other operating income for
the third quarter of 1996 was 29.9% compared to the prior year level of
28.6%.  Year-to-date gross margin of 31.0% for 1996 compared to 30.0% for
1995.  Improved margins were recorded in both the Hush Puppies Wholesale
Division and the Wolverine Footwear Group through improved initial pricing
margins, increased licensing revenues and manufacturing and sourcing
efficiencies.  The Wolverine Leather Division continued its strong
performance reporting a year-to-date $1.1 million gross margin increase
achieved by a shift in product mix to higher margin products. The Hush
Puppies Retail Division also contributed to the improved margins by showing
a 6.2 percentage point margin increase.

Selling and administrative costs totaling $24.8 million (20.6% of net sales
and other operating income) for the third quarter of 1996  were slightly
higher, as a percentage of net sales and other operating income, than the
1995 third quarter level of $20.1 million (20.0% of net sales and other
operating income).  Year-to-date selling and administrative expenses of
$68.5 million (22.9% of net sales and other operating income) in 1996 are
comparable, as a percentage of net sales and other operating income, to the
$60.1 million (22.9% of net sales and other operating income) recorded in
1995.  Year-to-date selling, advertising and distribution costs associated
with increased sales volume combined with advertising and promotional
investments in brand awareness accounted for $6.5 million of the increase.




                                      -11-
<PAGE>    12
Interest expense for the third quarter of 1996 was $.7 million, compared to
$1.5 million for the same period of 1995.  Year-to-date interest expense
for 1996 and 1995 was $2.1 million and $3.1 million, respectively.  The
decrease in interest expense for the current year third quarter and year-
to-date as compared to 1995 was primarily a result of the equity offering
completed in the fourth quarter of 1995, discussed below, which decreased
borrowings.

The effective income tax rate on net earnings increased on a year-to-date
basis in 1996 from the 1995 level (31.0% compared to 30.6%).  The effective
tax rate reflects the anticipated annualized rate for the Company giving
consideration to the non-taxable net earnings of foreign subsidiaries.

Net earnings of $7.4 million ($.26 per share, post split) for the twelve
weeks ended September 7, 1996 compared favorably to earnings of $5.2
million ($.21 per share, post split) for the respective period of 1995 (a
41.2% net earnings increase).  Year-to-date net earnings of $16.2 million
($.57 per share, post split) in 1996 also compared favorably with earnings
of $11.6 million ($.46 per share, post split) for the same period of 1995
(a 39.4% net earnings increase).  Increased earnings are primarily a result
of the items noted above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Accounts receivable of $106.6 million at September 7, 1996 reflects an
increase of $20.9 million (24.5%) and $23.2 million (27.8%) over the
balances at September 9, 1995 and December 30, 1995, respectively.
Inventories of $124.4 million at September 7, 1996 reflect an increase of
$14.0 million (12.7%) and $36.0 million (40.8%) over the balances at
September 9, 1995 and December 30, 1995, respectively.  The increases in
accounts receivable and inventories were due primarily to the acquisition
of the assets of the Hy-Test Division of The Florsheim Shoe Company.
Excluding the Hy-Test Division addition, accounts receivable at September
7, 1996 increased 13.2% over the September 9, 1995 balance and 16.3%  over
the December 30, 1995 balance.  Inventories, excluding those added by the
Hy-Test Division acquisition, increased 4.4% and 30.4% over the balances at
September 9, 1995 and December 30, 1995, respectively.  Third quarter
footwear order backlogs have increased 19% when compared to 1995,
supporting the requirement for increased inventories.

Other current assets totaling $15.1 million at September 7, 1996 included
$5.4 million of purchase price and other acquisition costs associated with
the United Kingdom Hush Puppies wholesale business purchased on August 24,
1996.  Those assets will be reclassified upon the completion of the closing
balance sheet.  Excluding those assets, other current assets were
$5.2 million and $6.3 million lower than the September 9, 1995 and
December 30, 1995 balances, respectively, which were primarily a result of
the collection of the final $4.0 million payment due on notes receivable
related to the 1992 disposition of the Brooks athletic footwear business.

                                      -12-
<PAGE>    13
Additions to property, plant and equipment of $11.9 million during the
first three quarters of 1996 compared to additions totaling $8.4 million
reported during the same period in 1995.  The majority of these
expenditures are related to the construction of a new corporate business
center, modernization of existing corporate buildings, expansion of
warehouse facilities and purchases of manufacturing equipment necessary to
continue to upgrade the Company's footwear and leather manufacturing
facilities which will enhance the Company's ability to respond to product
demand on a timely and cost-effective basis.

Short-term debt of $2.6 million at September 7, 1996 remains relatively
unchanged as compared to $2.9 million at September 9, 1995 and $2.3 million
at December 30, 1995.  Long-term debt, excluding current maturities, of
$59.5 million at September 7, 1996 compares to $80.7 million and $30.6
million at September 9, 1995 and December 30, 1995, respectively.  The
decrease in long-term debt from September 9, 1995 is attributable to the
reduction in the balance of the Company's revolving credit facility with
funds generated by the November 1995 equity offering discussed below.  The
increase from the December 30, 1995 balance is due to a normal increase in
operating cash requirements.

It is expected that continued growth of the Company will require increases
in capital funding over the next several years.  After the end of the third
quarter, the Company renegotiated its long-term revolving debt agreement to
increase amounts available under its credit facilities from $50 million to
$100 million.  The combination of credit facilities and cash flows from
operations are expected to be sufficient to meet future capital needs.

The 1996 third quarter dividend declared of $.027 per share of common stock
represents a 17.4% increase over the $.023 per share (post split) declared
for the third quarter of 1995.  The third quarter 1996 dividend is payable
November 1, 1996 to stockholders of record on October 1, 1996.
Additionally, shares issued under stock incentive plans provided cash of
$3.9 million during the first three quarters of 1996 compared to $2.0
million for the same period in 1995.  On July 11, 1996, the Company
announced a 3-for-2 stock split on shares outstanding at the close of
business on July 26, 1996.  All share and per share data have been
retroactively adjusted for the 3-for-2 stock split that was paid on
August 16, 1996.

The Company strengthened its financial position in 1995 through a
successful public offering of 2,606,250 shares (post-split) of common stock
at $19.917 per share (post-split).  The $48.9 million of net proceeds from
this offering were used in part to reduce debt in the fourth quarter of
1995 and to acquire certain assets of the Hy-Test work, safety and
occupational footwear business of The Florsheim Shoe Company for
approximately $22,750,000 at the end of the first quarter of 1996.



                                      -13-
<PAGE>    14
INFLATION

Inflation has not had a significant effect on the Company over the past
three years nor is it expected to have a significant effect in the
foreseeable future.  The Company continuously attempts to minimize the
effect of inflation through cost reductions and improved productivity.












































                                      -14-
<PAGE>    15
                        PART II. OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS.  The following documents are filed as exhibits to this
          report on Form 10-Q:

    EXHIBIT
    NUMBER                           DOCUMENT

      3.1       Certificate of Incorporation, as amended.  Previously filed as
                an exhibit to the Company's quarterly report on Form 10-Q for
                the period ended June 15, 1996.  Here incorporated by
                reference.

      3.2       Amended and Restated Bylaws.  Previously filed as Exhibit 3.2
                to the Company's Annual Report on Form 10-K for the fiscal year
                ended December 30, 1995.  Here incorporated by reference.

      4.1       Certificate of Incorporation, as amended.  See Exhibit 3.1
                above.

      4.2       Rights Agreement dated as of May 7, 1987, as amended and
                restated as of October 24, 1990.  Previously filed with
                Amendment No. 1 to the Company's Form 8-A filed November 13,
                1990.  Here incorporated by reference.  This agreement has been
                amended by the Second Amendment to Rights Agreement included as
                Exhibit 4.6 below.

      4.3       Amended and Restated Credit Agreement dated as of October 13,
                1994 with NBD Bank, NA as Agent.  Previously filed as Exhibit
                4(c) to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994.  Here incorporated by reference.

      4.4       Note Agreement dated as of August 1, 1994 relating to 7.81%
                Senior Notes.  Previously filed as Exhibit 4(d) to the
                Company's Quarterly Report on Form 10-Q for the period ended
                September 10, 1994.  Here incorporated by reference.

      4.5       The Registrant has several classes of long-term debt
                instruments outstanding in addition to that described in
                Exhibit 4.4 above.  The amount of none of these classes of debt
                exceeds 10% of the Company's total consolidated assets.  The
                Company agrees to furnish copies of any agreement defining the
                rights of holders of any such long-term indebtedness to the
                Securities and Exchange Commission upon request.




                                      -15-
<PAGE>    16
      4.6       Second Amendment to Rights Agreement made as of October 28,
                1994 (amending the Rights Agreement included as Exhibit 4.2
                above).  Previously filed as Exhibit 4(f) to the Company's
                Annual Report on Form 10-K for the fiscal year ended December
                31, 1994.  Here incorporated by reference.

      27        Financial Data Schedule.

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
          period for which this report is filed.








































                                      -16-
<PAGE>    17
                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              WOLVERINE WORLD WIDE, INC.
                              AND SUBSIDIARIES



OCTOBER 22, 1996              /S/GEOFFREY B. BLOOM
Date                          Geoffrey B. Bloom
                              Chairman and Chief Executive Officer
                              (Duly Authorized Signatory for Registrant)



OCTOBER 22, 1996              /S/STEPHEN L. GULIS, JR.
Date                          Stephen L. Gulis, Jr.
                              Executive Vice President, Chief Financial
                              Officer and Treasurer
                              (Principal Financial Officer and Duly
                              Authorized Signatory for Registrant)

























                                      -17-
<PAGE>    18
                               EXHIBIT INDEX


    EXHIBIT
    NUMBER                             DOCUMENT

      3.1       Certificate of Incorporation, as amended.  Previously filed as
                an exhibit to the Company's quarterly report on Form 10-Q for
                the period ended June 15, 1996.  Here incorporated by
                reference.

      3.2       Amended and Restated Bylaws.  Previously filed as Exhibit 3.2
                to the Company's Annual Report on Form 10-K for the fiscal year
                ended December 30, 1995.  Here incorporated by reference.

      4.1       Certificate of Incorporation, as amended.  See Exhibit 3.1
                above.

      4.2       Rights Agreement dated as of May 7, 1987, as amended and
                restated as of October 24, 1990.  Previously filed with
                Amendment No. 1 to the Company's Form 8-A filed November 13,
                1990.  Here incorporated by reference.  This agreement has been
                amended by the Second Amendment to Rights Agreement included as
                Exhibit 4.6 below.

      4.3       Amended and Restated Credit Agreement dated as of October 13,
                1994 with NBD Bank, NA as Agent.  Previously filed as Exhibit
                4(c) to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994.  Here incorporated by reference.

      4.4       Note Agreement dated as of August 1, 1994 relating to 7.81%
                Senior Notes.  Previously filed as Exhibit 4(d) to the
                Company's Quarterly Report on Form 10-Q for the period ended
                September 10, 1994.  Here incorporated by reference.

      4.5       The Registrant has several classes of long-term debt
                instruments outstanding in addition to that described in
                Exhibit 4.4 above.  The amount of none of these classes of debt
                exceeds 10% of the Company's total consolidated assets.  The
                Company agrees to furnish copies of any agreement defining the
                rights of holders of any such long-term indebtedness to the
                Securities and Exchange Commission upon request.

      4.6       Second Amendment to Rights Agreement made as of October 28,
                1994 (amending the Rights Agreement included as Exhibit 4.2
                above).  Previously filed as Exhibit 4(f) to the Company's
                Annual Report on Form 10-K for the fiscal year ended December
                31, 1994.  Here incorporated by reference.

      27        Financial Data Schedule.


<TABLE> <S> <C>

<ARTICLE>                                                                 5
<LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
          FROM THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF
          WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES FOR THE PERIOD ENDED
          SEPTEMBER 7, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
          TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                          1,000
       
<S>                                                            <C>
<PERIOD-TYPE>                                                         OTHER
<FISCAL-YEAR-END>                                               DEC-28-1996
<PERIOD-START>                                                  DEC-31-1995
<PERIOD-END>                                                    SEP-07-1996
<CASH>                                                                2,450
<SECURITIES>                                                              0
<RECEIVABLES>                                                       106,557
<ALLOWANCES>                                                          5,383
<INVENTORY>                                                         124,362
<CURRENT-ASSETS>                                                    248,510
<PP&E>                                                              123,755
<DEPRECIATION>                                                       66,931
<TOTAL-ASSETS>                                                      334,941
<CURRENT-LIABILITIES>                                                43,558
<BONDS>                                                              59,536
<COMMON>                                                             28,316
                                                     0
                                                               0
<OTHER-SE>                                                          191,988
<TOTAL-LIABILITY-AND-EQUITY>                                        334,941
<SALES>                                                             298,461
<TOTAL-REVENUES>                                                    298,461
<CGS>                                                               205,808
<TOTAL-COSTS>                                                       205,808
<OTHER-EXPENSES>                                                          0
<LOSS-PROVISION>                                                          0
<INTEREST-EXPENSE>                                                    2,119
<INCOME-PRETAX>                                                      23,442
<INCOME-TAX>                                                          7,266
<INCOME-CONTINUING>                                                  16,176
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                         16,176
<EPS-PRIMARY>                                                           .57
<EPS-DILUTED>                                                           .57
        


</TABLE>


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