<PAGE> 1
As filed with the Securities and Exchange Commission on December 17, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
FLORSHEIM GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3520923
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 North LaSalle,
Chicago, Illinois 60601-1014
(Address of principal executive offices) (Zip Code)
FLORSHEIM GROUP INC.
CONSULTANTS STOCK OPTION PLAN
CHARLES J. CAMPBELL
Chairman of the Board of Directors, President and Chief Executive Officer
Florsheim Group Inc.
200 North LaSalle
Chicago, Illinois 60601-1014
(Name and address of agent for service)
(312) 458-2500
(Telephone number, including area code, of agent for service)
-----------------------
Copy of all communications to:
PETER S. SARTORIUS
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee (3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, 100,000 shares $6.50 - $8.125 $698,750 $206.14
without par value
==================================================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of Florsheim
Group Inc.,which may be offered or sold pursuant to the Florsheim
Group Inc. Consultants Stock Option Plan. This registration statement
also relates to an indeterminate number of shares of Common Stock that
may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Aggregate calculation based on exercise prices, when determinable, and
where exercise prices are not determinable, estimated pursuant to
paragraphs (c) and (h) of Rule 457 solely for the purpose of
calculating the registration fee, based upon the average of the
reported high and low sales prices for a share of Common Stock on
December 12, 1997 as reported on the NASDAQ National Market System.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum
aggregate offering price multiplied by .000295.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Florsheim Group Inc. (the "Company"),
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, for the Fiscal Year Ended
December 28, 1996;
(b) Quarterly Reports on Form 10-Q, for the Quarters Ended
March 29, 1997, June 28, 1997 and September 27, 1997.
All reports and other documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement, from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into the
Registration Statement.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also incorporated by reference herein) modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
Experts
The consolidated financial statements of the Company as of December
28, 1996 and for each of the years in the three-year period ended December 28,
1996, included in the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, have been incorporated by reference in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP
("KPMG"), independent auditors, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. To the extent
that KPMG audits and reports on financial statements of the Company issued at
future dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the registration statement
in reliance upon their report and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for
the indemnification of directors and officers under certain circumstances.
Generally such persons must have acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, such person must also have
had no reasonable cause to believe his conduct was unlawful. In any proceeding
by or in the right of the corporation, unless, and only to the extent, the court
in which the proceeding was brought, or the Delaware Court of Chancery, orders
such indemnification. When the director or officer successfully defends any
such civil or criminal proceeding, indemnification is required. The By-Laws of
the Company provide for indemnification of officers and directors to the extent
permitted by the Delaware General Corporation Law.
The Company's Bylaws permit it to purchase insurance on behalf of
any such person against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the
foregoing provision of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being registered.
10 Florsheim Group Inc. Consultants Stock Option Plan.
23.1 Consent of KPMG Peat Marwick LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment to the Registration
Statement) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement;
(iii) To 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;
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<PAGE> 4
Provided, however, that paragraphs (1)(i) and (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 by the registrant
pursuant to Section 13 or Section 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 of 1933, 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 which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of an employee report pursuant to Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE> 5
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 Chicago, State of Illinois, on this 17th day of
December, 1997.
FLORSHEIM GROUP INC.
by:/s/ Thomas E. Poggensee
----------------------------------------
Thomas E. Poggensee
Treasurer, Secretary, Controller
and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Charles J. Campbell Chairman of the Board and December 17, 1997
- ------------------------------- Chief Executive Officer
Charles J. Campbell
/s/ Richard J. Anglin Vice President, Chief December 17, 1997
- ------------------------------- Financial Officer
Richard J. Anglin
/s/ Thomas E. Poggensee Treasurer, Secretary, December 17, 1997
- ------------------------------- Controller and Chief
Thomas E. Poggensee Accounting Officer
* Director December 17, 1997
- -------------------------------
Adam M. Aron
* Director December 17, 1997
- -------------------------------
Bernard Attal
* Director December 17, 1997
- -------------------------------
Robert H. Falk
* Director December 17, 1997
- -------------------------------
Michael S. Gross
* Director December 17, 1997
- -------------------------------
John J. Hannan
* Director December 17, 1997
- -------------------------------
Joshua J.Harris
* Director December 17, 1997
- -------------------------------
John H. Kissick
* Director December 17, 1997
- -------------------------------
Ronald J. Mueller
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C> <C>
* Director December 17, 1997
- -------------------------------
Michael D. Weiner
</TABLE>
*By Thomas E. Poggensee, attorney-in-fact
/s/ Thomas E. Poggensee
- -----------------------------
-6-
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page Number
----------- ----------- -----------
<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality of the shares being
registered.
10 Florsheim Group Inc. Consultants Stock Option Plan
23.1 Consent of KPMG Peat Marwick LLP, independent accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
24 Power of Attorney.
</TABLE>
<PAGE> 1
December 17, 1997
Florsheim Group Inc.
200 North LaSalle
Chicago, Illinois 60601-1014
Re: Florsheim Group Inc. -- Form S-8 Registration Statement
Relating to Florsheim Group Inc. Consultants Stock Option Plan
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to 100,000 shares of Common Stock,
without par value (the "Common Stock"), of Florsheim Group Inc. (the
"Company"), all of which may be issued pursuant to Florsheim Group Inc.
Consultants Stock Option Plan (the "Plan"). We have examined copies of the
Company's Restated Certificate of Incorporation, By-Laws, resolutions adopted
by the board of directors and such other documents, and have made such
inquiries of the Company's officers, as we have deemed appropriate. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all items submitted to us as originals, and the conformity with
originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Company's Common Stock,
when issued and delivered in accordance with the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
<PAGE> 1
Exhibit 10
FLORSHEIM GROUP INC.
CONSULTANTS STOCK OPTION PLAN
1. OBJECTIVES OF THE PLAN.
The Florsheim Group Inc. Consultants Stock Option Plan (the
"Plan") of Florsheim Group Inc. (the "Corporation") is intended to encourage
and provide opportunities for ownership of the Corporation's Common Stock by
those certain outside consultants and advisors (including endorsers) of the
Corporation or any of its subsidiary corporations (as defined in Section 5
below) as the Chief Executive Officer of the Corporation (the "Chief
Executive") may from time to time recommend and the Committee (as hereinafter
defined) shall approve.
2. STOCK SUBJECT TO THE PLAN.
Subject to the adjustments provided for in Section 7, there
are reserved for issue under the Plan 100,000 shares of the Common Stock,
without nominal or par value, of the Corporation (the "Shares"). Such Shares
may be, in whole or in part, as the Board of Directors of the Corporation (the
"Board") shall from time to time determine, authorized but unissued Shares, or
issued Shares which shall have been reacquired by the Corporation.
3. ADMINISTRATION.
Subject to the express provisions of the Plan, the Plan shall
be administered by the Executive Compensation and Stock Option Committee of the
Board of Directors of the Corporation (the "Committee"). Notwithstanding the
preceding sentence, the Chief Executive shall have plenary authority, in such
officer's discretion, to recommend to the Committee for its approval the
individuals to whom, and the time or times at which, stock options, if any,
shall be granted, the number of Shares to be subject to an option and the times
at which options may be exercised and the option price. Subject to the express
provisions of the Plan, the Committee shall have plenary authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations regarding it,
and to take whatever action is necessary to carry out the purposes of the Plan.
The determinations of the Committee on matters referred to in this Section 3
shall be conclusive.
4. THE COMMITTEE.
The Committee shall consist of three or more members of the
Board. The Committee shall be appointed by the Board, which may from time to
time designate the number to serve on the Committee, appoint members of the
Committee in substitution for members previously appointed and fill vacancies,
however caused, in the Committee. No member of the Board shall be eligible to
receive an option under the Plan. The Committee shall elect one of its members
as its Committee Chief Executive and shall hold its meetings at such times and
places as it may determine. A majority of the members shall constitute a
quorum. Any determination reduced to writing and signed by all the members of
the Committee shall be fully as effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may appoint a secretary,
shall keep minutes of its meetings and shall make such rules and regulations
for the conduct of its business as it shall deem advisable.
5. ELIGIBILITY.
Options may be granted only to consultants or advisors of the
Corporation and its subsidiary corporations provided that (i) bona fide
services are rendered by such consultants and advisors to the Corporation or
its subsidiary corporations, (ii) such services are not in connection with the
offer or sale of securities in capital-raising transactions, and (iii) such
consultants and advisors are not employees, officers or directors of the
Corporation or any of its subsidiary corporations. "Subsidiary corporations"
shall be defined as provided in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code"). The granting of any stock option shall
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<PAGE> 2
neither entitle that individual to, nor disqualify such individual from,
receiving additional grants of stock options under the Plan.
6. TERMS AND CONDITIONS OF OPTIONS.
Any option granted under the Plan shall be a nonqualified
stock option and shall be in such form of agreement as the Committee may from
time to time approve. No person shall have any rights under any option granted
under the Plan unless and until the Corporation and the person to whom such
option shall have been granted shall have executed and delivered an agreement
expressly granting the option to such person. Any such stock option shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall deem desirable:
(a) Option Price. The option price of Shares purchasable
under the stock option shall be the fair market value of such Shares on the
date of grant or such other price as the Committee may designate.
(b) Option Period. The term of any option shall be fixed
by the Committee but no option shall be exercisable after the expiration of ten
years from the date the option is granted.
(c) Vesting and Exercisability. An optionee may not
exercise his option for any Shares until the option, in regard to such Shares,
has vested. The vesting schedule of any option shall be fixed by the
Committee. Notwithstanding the foregoing, except as otherwise provided in
Sections 6(f), 6(g) and 6(h) below, no option may be exercised at any time
unless the optionee is then a consultant or advisor of the Corporation or any
subsidiary corporations under a currently effective written agreement and has
continuously remained such at all times since the grant date of the option and
unless the option has not then expired. If any stock option granted under the
Plan shall expire or terminate for any reason without having been exercised in
full, the unissued shares subject thereto shall again be available for the
purposes of the Plan. The proceeds of the sale of Shares subject to options
are to be added to the general funds of the Corporation.
(d) Method of Exercise. Options which are exercisable may
be exercised in whole or in part at any time during the option period, by
completing and delivering to the Corporation an option exercise form provided
by the Corporation specifying the number of Shares to be purchased. Exercise
of an option shall not be effective until the Corporation has received such
written option exercise form. Such form shall be accompanied by payment in
full of the purchase price in cash or in such other consideration as the
Committee shall consider acceptable. No shares shall be issued until full
payment therefor has been made. The Corporation shall not in any case be
required to sell, issue or deliver a fractional share with respect to any
option.
(e) Nontransferability of Options. Except as the
Committee may otherwise determine, no option shall be transferable by the
optionee otherwise than by will or by the laws of descent and distribution, and
such options shall be exercisable, during the optionee's lifetime, only by the
optionee or his guardian or legal representative.
(f) Cessation of Services by Reason of Death. If an
optionee dies (i) the portion, if any, of the option that has not yet vested on
the date of the optionee's death shall terminate as of such date and (ii) as to
those Shares with respect to which the option has become vested by the date of
death, the option may thereafter be exercised by the legal representative of
the estate or by the legatee of the optionee under the will of the optionee, at
any time during the six months following the date of death or until the
expiration of the stated period of the option, whichever period is shorter, and
thereafter the option shall terminate and cease to be exercisable.
(g) Cessation of Services by Reason of Disability. If an
optionee's contract with the Corporation or its subsidiary corporation
terminates by reason of such optionee's disability, (i) the portion, if any, of
the option that has not yet vested on the date of such contract's termination
shall terminate as of such date and (ii) as to those Shares with respect to
which the option has become vested by the date of such contract's termination,
the option may thereafter be exercised by the optionee at any time during the
90-day period following the date of such contract's termination or until the
expiration of the stated period of the option, whichever period is shorter, and
thereafter the option shall terminate and cease to be exercisable.
-2-
<PAGE> 3
(h) Cessation of Services for Other Reasons. If an
optionee's contract with the Corporation or its subsidiary corporation expires
or terminates for any reason other than the death or disability of the
optionee, (i) the portion, if any, of the option that has not yet vested on the
date of such expiration or termination shall terminate as of such date and (ii)
as to those Shares with respect to which the option has become vested as of the
date of such expiration or termination, the option may thereafter be exercised
by the optionee at any time during the 30-day period following the date of such
expiration or termination or until the expiration of the stated period of the
option, whichever period is shorter, and thereafter the option shall terminate
and cease to be exercisable; provided, however, if termination of the contract
constitutes or results from the breach by the optionee of such contract, the
option shall immediately terminate and cease to be exercisable.
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.
The aggregate number and class of Shares reserved under the
Plan, the number and class of Shares subject to each option granted pursuant to
the Plan and the option price per Share payable under each such option shall be
appropriately and equitably adjusted in the event of: any reclassification or
increase or decrease in the number of the issued Shares of the Corporation
effected without receipt of consideration therefor by the Corporation by reason
of a split-up or consolidation of Shares; the payment of a stock dividend; a
recapitalization; a combination or exchange of Shares; a spin-off; or any like
capital adjustment.
Subject to the next paragraph, if the Corporation shall be
reorganized or shall be merged with or into or consolidated with any other
corporation, or shall sell all or substantially all of its assets or effect a
complete liquidation, each option, if any, then outstanding under the Plan,
shall thereafter apply to such number and kind of securities, cash or other
property as would have been issuable by reason of such reorganization, merger,
consolidation, sale or liquidation to a holder of the number of Shares which
were subject to the option, if any, immediately prior to such transaction.
In the event of a proposed transaction of the type set forth
in the preceding paragraph, the Committee may determine that each option then
outstanding under the Plan, shall terminate as of a date to be fixed by the
Committee and approved by the Board upon not less than ten days' written notice
to the optionee; provided, however, that in no event shall the Committee have
the right to make any determination provided for in this paragraph, if doing so
would make any transaction ineligible for pooling of interest accounting
treatment under APB No. 16 or any successor provision that but for such
determination would be eligible for such treatment.
All adjustments under this Section 7 shall be made by the
Committee, which action shall be final and conclusive.
8. AMENDMENTS AND TERMINATION.
The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which would adversely
affect or impair the rights of an optionee under an option without the
optionee's consent.
The Committee may amend the terms of any option theretofore
granted, prospectively or retroactively, but no such amendment shall adversely
affect or impair the rights of any optionee without the consent of the
optionee.
9. GENERAL PROVISIONS.
(a) An optionee shall have no rights as a stockholder with
respect to any Shares covered by his option until a certificate representing
such Shares is issued to him. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such certificate is issued.
(b) When issued upon exercise of options in accordance
with the terms of the Plan, all Shares will be duly authorized, validly issued,
fully paid and nonassessable.
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<PAGE> 4
(c) Nothing contained in this Plan, or in any option
agreement, shall confer upon any optionee the right to continue to render
services to the Corporation or its subsidiary corporations as a consultant or
advisor, or interfere in any way with the rights of the Corporation or any
subsidiary corporations to terminate or modify in any way the terms, including
but not limited to the fees and responsibilities, of the optionee's service
arrangement at any time.
(d) Neither the members of the Board nor any member of the
Committee shall be liable for any act, omission, or determination taken or made
in good faith with respect to this Plan or any option granted under it.
(e) The title and headings of Sections are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
(f) Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.
10. SEVERABILITY.
Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and the Plan shall be reformed,
construed and enforced in such jurisdiction so as to best give effect to the
intent of the Corporation under the Plan.
11. GOVERNING LAW.
All questions arising with respect to the provisions of the
Plan and each option agreement shall be determined by application of the laws
of the State of Illinois except to the extent Illinois law is preempted by
federal law.
12. EFFECTIVE DATE OF PLAN.
The Plan became effective on August 13, 1997, the date it was
adopted by the Board.
-4-
<PAGE> 1
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Florsheim Group Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Florsheim Group Inc. of our report dated February 3, 1997, relating to
the consolidated balance sheets of Florsheim Group Inc. and subsidiaries as of
December 28, 1996, December 30, 1995 and December 31, 1994, and the related
consolidated statements of operations, cash flows, and shareholders' equity for
the years ended December 28, 1996, December 30, 1995 and December 31, 1994 and
related schedule, which report appears in the December 28, 1996 annual report
on Form 10-K of Florsheim Group Inc.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
December 15, 1997
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Florsheim Group Inc. (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of shares of common
stock of the Company issuable under the Florsheim Group Inc. Consultants Stock
Option Plan, hereby constitutes and appoints Charles J. Campbell or Thomas E.
Poggenssee or either of them, his true and lawful attorney-in-fact and agent,
in his name to execute on behalf of the undersigned a Registration Statement on
Form S-8 under the Act, including post-effective amendments and other related
documents, and to file the same with the Securities and Exchange Commission
under the Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF this Power of Attorney has been executed in
counterparts by individuals listed below as of the 28th day of November, 1997.
/s/ Adam Aron /s/ Joshua J. Harris
- ------------------------------------- -------------------------------------
Adam M. Aron Joshua J. Harris
/s/ Bernard Attal /s/ John H. Kissick
- ------------------------------------- -------------------------------------
Bernard Attal John H. Kissick
/s/ Robert H. Falk /s/ Ronald J. Mueller
- ------------------------------------- ------------------------------------
Robert H. Falk Ronald J. Mueller
/s/ Michael S. Gross /s/ Michael D. Weiner
- ------------------------------------- -------------------------------------
Michael S. Gross Michael D. Weiner
/s/ John J. Hannan
- -------------------------------------
John J. Hannan
