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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report APRIL 22, 1997
WOLVERINE WORLD WIDE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-6024 38-1185150
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN 49531
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 866-5500
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Item 5. OTHER EVENTS.
On April 16, 1997, the Board of Directors of Wolverine World
Wide, Inc. (the "Company") declared a dividend of one and one-half (1.5)
Rights for each outstanding share of the Company's common stock (the
"Common Stock"), outstanding on May 8, 1997. After the payment of the
Company's previously announced 3 for 2 stock split on or about May 23,
1997, one Right will be associated with each outstanding share of Common
Stock. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share (a "Unit") of Series B Junior
Participating Preferred Stock, $1.00 par value per share (the "Preferred
Stock"), at a price of $120 per Unit (the "Purchase Price"), subject to
adjustment.
The Rights will trade with the Common Stock and are not
exercisable until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (such person being referred
to as an "Acquiring Person" and the date upon which such person becomes an
Acquiring Person being referred to as the "Stock Acquisition Date"), (ii)
10 business days following the commencement or announcement of an intention
to commence a tender or exchange offer, the consummation of which would
result in beneficial ownership by a person of 15% or more of the
outstanding shares of Common Stock, or (iii) 10 business days after the
Company's Board of Directors determines, pursuant to certain criteria set
forth in the Rights Agreement, that a person beneficially owning 10% or
more of the outstanding shares of Common Stock is an "Adverse Person" (the
earlier of such dates being called the "Distribution Date").
In the event that, any time following the Stock Acquisition Date,
the Company were acquired in a merger or other business combination
transaction or in the event 50% or more of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction would have a
market value of two times the exercise price of the Right. Alternatively,
in the event that, any time following the Distribution Date, the Company
were the surviving corporation in a merger with an Acquiring Person and its
Common Stock was not changed or exchanged, or an Acquiring Person were to
engage in certain specified self-dealing transactions with the Company, or
an Acquiring Person becomes the beneficial owner of more than 15% of the
then outstanding shares of Common Stock, or a person had been or was
designated as an Adverse Person by the Company's Board of Directors in
accordance with the criteria set forth in the Rights Agreement, proper
provision shall be made so that each holder of a Right, other than the
Acquiring Person, Adverse Person and certain related parties (whose Rights
will thereafter be void), will thereafter have the right to receive upon
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exercise of a Right that number of shares of Common Stock having a market
value of two times the exercise price of such Right.
At any time prior to the designation of a person as an Adverse
Person under the Rights Plan or the close of business on the fifteenth
day after the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. Further
information on the Rights is contained in a Summary of Rights to Purchase
Preferred Stock and in a Rights Agreement, dated April 17, 1997, between
the Company and Harris Trust and Savings Bank, as Rights Agent, copies of
which are filed as exhibits hereto and are incorporated herein by
reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
4. Rights Agreement dated as of April 17, 1997, between
Wolverine World Wide, Inc. and Harris Trust and Savings
Bank, as Rights Agent.
20. Summary of Rights to Purchase Preferred Stock.*
SIGNATURE
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 hereunto duly authorized.
WOLVERINE WORLD WIDE, INC.
(Registrant)
By /s/Blake W. Krueger
Blake W. Krueger
Executive Vice President, General
Counsel and Secretary
Dated: April 22, 1997
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*These documents were filed as exhibits to a Registration Statement on Form
8-A contemporaneously with this 8-K report and are incorporated herein by
reference.
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EXHIBIT INDEX
EXHIBIT DOCUMENT
4 Rights Agreement dated as of April 17, 1997 between
Wolverine World Wide, Inc. and Harris Trust and Savings
Bank, as Rights Agent (incorporated by reference to
Exhibit 99(a) to the Registration Statement on Form 8-A
filed by the Company in connection herewith on
April 22, 1997).
20 Summary of Rights to Purchase Preferred Stock.
(Exhibit C to the Rights Agreement) (incorporated by
reference to Exhibit 99(a) to the Registration
Statement on Form 8-A filed by the Company in
connection herewith on April 22, 1997).
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