WOLVERINE WORLD WIDE INC /DE/, S-8, 1998-04-06

WOLVERINE WORLD WIDE INC /DE/
S-8, 1998-04-06
FOOTWEAR, (NO RUBBER)

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Registration No. 333-____________
=============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in Its Charter)
__________________
DELAWARE 38-1185150
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

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

WOLVERINE WORLD WIDE, INC.
1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)

STEPHEN L. GULIS, JR. Copies to: JEFFREY A. OTT
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL WARNER NORCROSS & JUDD LLP
OFFICER AND TREASURER 900 OLD KENT BUILDING
WOLVERINE WORLD WIDE, INC. 111 LYON STREET, N.W.
9341 COURTLAND DRIVE GRAND RAPIDS, MICHIGAN 49503-2487
ROCKFORD, MICHIGAN 49351

(Name and Address of Agent for Service)

(616) 866-5500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED<F2> PER SHARE <F2><F3> PRICE<F3><F4> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 shares<F1> $28.75 $43,125,000 $12,721.88
$1 Par Value
<FN>
<F1> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.

<PAGE>
<F2> Adjusted to reflect a stock split paid in May, 1997.

<F3> Estimated solely for the purpose of calculating the registration fee.

<F4> On April 3, 1998, the average of the high and low prices of Common
Stock of Wolverine World Wide, Inc. (the "Company") on the New York
Stock Exchange was $28.75 per share. The registration fee is computed
in accordance with Rule 457(h) and (c).
=============================================================================
</FN>
</TABLE>

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Wolverine World Wide, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission
are incorporated in this registration statement by reference:

(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act").

(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.

(c) The description of the Registrant's common stock, $1
par value, which is contained in the Registrant's Registration
Statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law, the
Company is permitted to indemnify its directors and officers (among
others) against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such persons in connection with

2
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actions, suits or proceedings arising out of that person's acting in a
corporate capacity or at the request of the Company if such person acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company. That section also requires
that such indemnification be made to the extent that such person has been
successful on the merits or otherwise in defense of any such action, suit
or proceeding.

Similarly, Article Nine of the Company's amended Certificate of
Incorporation requires the Company to indemnify a present or former
director, officer, employee or agent of the Company against any and all
expenses, judgments, fines and amounts reasonably incurred in connection
with any pending or threatened action, suit or proceeding, civil or
criminal, in which such person may become involved by reason of his or her
being or having been a director, officer, employee or agent of the Company
or any firm, corporation or organization which he or she served in any
capacity at the request of the Company. It is a condition to
indemnification in connection with any such action, suit, or proceeding
that such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and,
in criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful. Furthermore, where such action, suit or proceeding
is by or in the right of the Company, unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for
such expenses.

Termination of an action, suit or proceeding, civil or criminal,
by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent does not, of itself, create a presumption that
such person did not meet the required standard of conduct. The
determination that a person has or has not met the standard of conduct
required for indemnification may only be made by (i) the Board of Directors
by a majority of a quorum consisting of the directors who were not party to
such action, suit or proceeding, (ii) by written opinion of independent
legal counsel who may be the regular counsel of the Company, or (iii) by
the stockholders of the Company. These indemnification rights are
expressly declared to be additional to such other rights to which any
officer or director may be entitled by contract or as a matter or law. The
Company also maintains in force a policy of directors and officers
liability insurance.

Article Ten of the Company's amended Certificate of Incorporation
provides that no director of the Company will be personally liable to the
Company or to the stockholders for any breach of fiduciary duty. Article
Ten does not affect the liability of a director for any breach of his or
her duty of loyalty, for acts or omissions not in good faith or that

3
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involve intentional misconduct, for any conduct proscribed under Section
174 of the Delaware General Corporation Law, or for any transaction from
which the director derived an improper personal benefit.

In addition, the Company has entered into indemnity agreements
with each director and officer of the Company. The indemnity agreements
indemnify each director and officer against all expenses incurred in
connection with any actions or investigation involving the director or
officer by reason of his or her position with the Company (or with another
entity at the Company's request). The directors and officers will also be
indemnified for costs, including judgments, fines and penalties,
indemnifiable under Delaware law or under the terms of any current or
future liability insurance policy maintained by the Company that covers the
directors and officers. A director or officer involved in a derivative suit
will be indemnified for expenses and amounts paid in settlement.
Indemnification is dependent in every instance on the director or officer
meeting the standards of conduct set forth in the indemnity agreements. If a
potential change in control occurs, the Company will fund a trust to satisfy
its anticipated indemnification obligations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed or incorporated by
reference as part of this registration statement:

EXHIBIT
NUMBER DOCUMENT

4(a) The Company's Certificate of Incorporation as amended,
previously filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 14,
1997, is incorporated herein by reference.

4(b) The Company's Amended and Restated Bylaws, previously filed as
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 30, 1995, is incorporated herein
by reference.

5(a) Opinion Regarding Legality of Securities Offered.

23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit
5(a) and incorporated herein by reference.

4
<PAGE>
23(b) Consent of Ernst & Young LLP.

24 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to:

(i) include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");

(ii) reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and

(iii) include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.

5
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rockford, State of Michigan, on
this 31st day of March, 1998.

WOLVERINE WORLD WIDE, INC.

By /S/STEPHEN L. GULIS, JR.
Stephen L. Gulis, Jr.
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/S/GEOFFREY B. BLOOM* Chief Executive Officer and March 31, 1998
Geoffrey B. Bloom Chairman of the Board of
Directors

/S/TIMOTHY J. O'DONOVAN* President and Director March 31, 1998
Timothy J. O'Donovan

/S/STEPHEN L. GULIS, JR. Executive Vice President, Chief March 31, 1998
Stephen L. Gulis, Jr. Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)

/S/DANIEL T. CARROLL* Director March 31, 1998
Daniel T. Carroll

/S/ALBERTO L. GRIMOLDI* Director March 31, 1998
Alberto L. Grimoldi

7
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SIGNATURE TITLE DATE

/S/DAVID T. KOLLAT* Director March 31, 1998
David T. Kollat

/S/PHILLIP D. MATTHEWS* Director March 31, 1998
Phillip D. Matthews

/S/DAVID P. MEHNEY* Director March 31, 1998
David P. Mehney

/S/JOSEPH A. PARINI* Director March 31, 1998
Joseph A. Parini

/S/JOAN PARKER* Director March 31, 1998
Joan Parker

/S/ELIZABETH A. SANDERS* Director March 31, 1998
Elizabeth A. Sanders

/S/PAUL D. SCHRAGE* Director March 31, 1998
Paul D. Schrage

*By /S/STEPHEN L. GULIS, JR. March 31, 1998
Stephen L. Gulis, Jr.
Attorney-in-Fact

8
<PAGE>
EXHIBIT INDEX

EXHIBIT
NUMBER DOCUMENT

4(b) The Company's Amended and Restated Bylaws, previously
filed as Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 30,
1995, is incorporated herein by reference.

5(a) Opinion Regarding Legality of Securities Offered.

23(a) Consent of Warner Norcross & Judd LLP--Included in
Exhibit 5(a) and incorporated herein by reference.

23(b) Consent of Ernst & Young LLP.

24 Powers of Attorney.

<PAGE>
WARNER NORCROSS & JUDD LLP
ATTORNEYS AT LAW

900 OLD KENT BUILDING
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503-2489

TELEPHONE (616) 752-2000
FAX (616) 752-2500

EXHIBIT 5(a) AND 23(a)

April 6, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Wolverine World Wide, Inc.
Registration Statement on Form S-8
Wolverine World Wide, Inc.
1997 STOCK INCENTIVE PLAN

Dear Sir or Madam:

We represent Wolverine World Wide, Inc., a Delaware corporation
(the "Company"), with respect to the above-captioned Registration Statement
on Form S-8 (the "Registration Statement") filed pursuant to the Securities
Act of 1933 (the "Act") to register 1,500,000 shares of Common Stock.

As counsel for the Company, we are familiar with its Certificate
of Incorporation and Bylaws and have reviewed the various proceedings taken
by the Company to authorize the issuance of the Common Stock to be sold
pursuant to the Registration Statement. We have also reviewed and assisted
in preparing the Registration Statement. In our review, we have assumed
the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such copies.

On the basis of the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock which are the subject of the Registration Statement
will, when issued upon payment of the purchase price therefore to the
Company, be validly issued, fully paid and nonassessable.

<PAGE>
Securities and Exchange Commission
April 6, 1998
Page 2
- -----------------------------------

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the 1997 Stock Incentive Plan.

Very truly yours,

WARNER NORCROSS & JUDD LLP

By: /s/Jeffrey A. Ott
Jeffrey A. Ott
A Partner

<PAGE>
EXHIBIT 23(b)

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the Wolverine World Wide, Inc. 1997 Stock Incentive
Plan of our report dated February 6, 1998, with respect to the consolidated
financial statements and schedule of Wolverine World Wide, Inc. and
subsidiaries included in its Annual Report on Form 10-K for the fiscal
year ended January 3, 1998, filed with the Securities and Exchange
Commission.

/S/ ERNST & YOUNG LLP

Grand Rapids, Michigan
March 30, 1998

<PAGE>
EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Wolverine World Wide, Inc., does hereby appoint
GEOFFREY B. BLOOM, BLAKE W. KRUEGER, and STEPHEN L. GULIS, JR., and any of
them severally, his or her attorney or attorneys, with full power of
substitution, to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Wolverine World Wide,
Inc., a Form S-8 Registration Statement of Wolverine World Wide, Inc. for
the Wolverine World Wide, Inc. 1997 Stock Incentive Plan, any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.

February 26, 1998 /S/GEOFFREY B. BLOOM
Geoffrey B. Bloom