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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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: 0-238001
LACROSSE FOOTWEAR, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1446816
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11319 St. Andrew Street
La Crosse, Wisconsin 54603
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (608) 782-3020
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, $.01 par value
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 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 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 28, 1997: $34,343,988.
Number of shares of the registrant's common stock outstanding at February
28, 1997: 6,667,627 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December
31, 1996 (incorporated by reference into Parts I, II and IV)
Portions of the Proxy Statement for 1997 Annual Meeting of Shareholders
(to be filed with the Commission under Regulation 14A within 120 days
after the end of the registrant's fiscal year and, upon such filing, to be
incorporated by reference into Part III)
PART I
Item 1. Business
General
LaCrosse Footwear, Inc. ("LaCrosse" or the "Company") is a leader in
the design, development, marketing and manufacturing of premium quality
protective footwear and rainwear for the sporting, occupational and
recreational markets. The Company markets its products primarily under
the LACROSSE/R/, RED BALL/R/, RAINFAIR/R/ and DANNER/R/ brands through an
employee sales force and, to a lesser extent, through selected
distributors and independent representatives. It also manufactures
private label footwear, footwear components and rainwear. LaCrosse's
products are characterized by innovative design, performance features and
durability, and are relatively unaffected by changing fashion trends.
Historically, LaCrosse has produced footwear primarily of rubber or
vinyl, some of which includes leather or fabric uppers. In March 1994,
the Company acquired the business of Danner Shoe Manufacturing Co.
("Danner"), a producer of premium quality leather footwear for the
sporting and occupational markets, which is sold primarily under the
DANNER/R/ brand. To broaden the base of business in the protective
clothing area, in May 1996, a 50%-owned subsidiary of the Company
purchased the assets of Rainfair, Inc. ("Rainfair") of Racine, Wisconsin.
Rainfair designs and markets rainwear and other protective clothing
generally for the occupational markets, which are sold primarily under the
RAINFAIR/R/ brand. Operations of Rainfair have been included in the
Company's financial statements since the date of acquisition. Also in May
1996, the Company acquired certain operating assets and trademarks of Red
Ball, Inc. ("Red Ball"). Red Ball historically sold products which
competed in many of the same product categories as the LACROSSE/R/ brand.
The Company was incorporated in Wisconsin in 1983 but traces its
history to 1897 when La Crosse Rubber Mills Company was founded. Current
management purchased LaCrosse's predecessor from the heirs of the founding
family and other shareholders in 1982.
Strategy
The Company's business strategy is to continue to (i) build, position
and capitalize on the strength of established brands, (ii) extend its
offerings of footwear, rainwear and other complementary products under the
established brands and (iii) expand and enhance its strong distribution
network of sales representatives, customer service and retail and
industrial customers.
Brand Positioning
Within the retail channels of distribution, the Company markets
footwear and rainwear under the well-established DANNER/R/, LACROSSE/R/
and RED BALL/R/ brands. Each brand is positioned differently in the
marketplace in order to capitalize on differences in end user expectations
for performance. The DANNER/R/ brand represents the highest level of
performance, with a select line of high quality, feature driven leather
footwear products at premium prices. The LACROSSE/R/ brand has a more
extensive product line including rubber, vinyl and leather footwear and
rainwear, distributed to a broad base of independent retailers. The RED
BALL/R/ brand offers a more narrow line of lower priced rubber/vinyl
footwear directed to the brand conscious, mass merchant market.
The Company sells products through the industrial distributor channel
principally under the LACROSSE/R/ and RAINFAIR/R/ brands. The brands are
positioned as complementary, with the LACROSSE/R/ brand including a full
performance range of rubber and vinyl footwear, while the RAINFAIR/R/
brand includes a full line of rainwear and protective clothing.
Products
The Company's brand product offering includes these major categories:
Rubber/Vinyl Footwear
The Company's rubber/vinyl footwear line is the most extensive of the
product categories with product offerings covering the sporting,
recreational and occupational markets. The Company markets rubber/vinyl
footwear mainly under the LACROSSE/R/ and RED BALL/R/ brands. The product
line ranges from low cost vinyl-molded products to high performance, hand-
crafted rubber products directed to specific occupational market niches.
In addition, the Company is a leader in rubber/vinyl bottom,
leather/fabric upper footwear for extreme cold and other high performance
applications. A rubber bottom boot with a leather or fabric upper
combines the waterproofness and flexibility of rubber footwear with the
fit and support of a laced leather boot.
Leather Footwear
The Company markets leather footwear under two brand names, DANNER/R/
and LACROSSE/R/. The DANNER/R/ products consist of premium quality
sporting, occupational and recreational boots available in numerous styles
and usually featuring the stitch-down manufacturing process which provides
outstanding built-in comfort for the owner. Danner was the first footwear
manufacturer to include a waterproof, breathable GORE-TEX/R/ bootie in
leather boots, and it continues to include that bootie in over 80% of its
products. The LACROSSE/R/ brand markets a focused line of indoor and
outdoor work boots appealing to consumers who desire durability and
comfort.
Rainwear and Protective Clothing
Rainwear and footwear are complementary products in many occupational
and outdoor environments. Rainfair offers a broad line of quality
rainwear and protective clothing appealing to those workers in utility,
construction, chemical processing, law enforcement and other groups
traditionally purchasing through industrial distributors. While most of
the garments are developed for general workwear, a number are constructed
for specific applications such as acid environments and flame
environments. The RAINFAIR/R/ brand is recognized in the industry for its
durability, quality and heritage. In recent years, the brand name has
been extended to include other protective garments such as aprons and
extreme cold weather clothing. Recently, a limited line of occupational
and sporting rainwear was introduced under the LACROSSE/R/ brand.
LaCrosse also sells footwear accessories such as liners, wader
suspenders and socks. During 1996, the Company offered approximately 400
styles of footwear and rainwear.
Product Design and Development
The Company's product design and development ideas originate within
the Company and through communication with its customers and suppliers
based upon perceived customer or consumer needs or new technological
developments in footwear, rainwear and materials. Sales personnel and
suppliers provide information to the Company's marketing division, which
oversees the development and testing of new product. New product needs
generally can be related to functional or technical characteristics which
are addressed by the Company's pattern, design and chemistry lab staffs.
The final aesthetics of the product are determined by marketing personnel,
at times in conjunction with outside design consultants. Once a product
design is approved for production, responsibility shifts to manufacturing
for pattern development and commercialization.
Customers, Sales and Distribution
The Company markets its brands and associated products through two
separate channels of distribution: retail and industrial.
Within the retail market, the LACROSSE/R/ brand is marketed through a
sales force comprised of 17 Company-employed sales people and four
independent sales representative groups. The Company's preference is
toward employee sales persons who are generally more focused and
productive. Unless a territory can support a single brand sales person,
the Company's strategy is to use the LaCrosse sales force to represent the
brand providing cost leverage and better service levels. The LaCrosse
sales force currently represents the DANNER/R/ brand in all but one
territory and the RED BALL/R/ brand in all but four territories.
The Company's industrial products are distributed through both
independent representatives and, where the territory justifies it, through
Company employed sales persons. With the addition of Rainfair during
1996, sales representation for territories covering approximately 50% of
the industrial sales for Rainfair have been combined with the LaCrosse
representation.
The Company's products are sold directly to more than 5,500 accounts,
including sporting goods/outdoor retailers, general merchandise and
independent shoe stores, wholesalers, industrial distributors, catalog
operations and the United States government. The Company's customer base
is also diversified as to size and location of customer and markets
served. As a result, the Company is not dependent upon a few customers,
and adverse economic conditions or mild or dry weather conditions in a
specific region are less likely to have a material effect on the Company's
results of operations.
The Company operates three factory outlet stores whose primary
purpose is disposal of slow moving, factory seconds and obsolete
merchandise. Two of these stores are located at the manufacturing
facilities in La Crosse, Wisconsin and Portland, Oregon. The Company also
derives royalty income from Danner Japan Ltd., a Japanese joint venture in
which the Company has a 10% ownership interest, on Danner Japan Ltd.'s
distribution of products in Japan under the DANNER/R/ brand that are
manufactured by others overseas.
Advertising and Promotion
Because a majority of the Company's marketing expenditures are for
promotional materials, cooperative advertising and point-of-sale
advertising designed to assist dealers and distributors in the sale of the
Company's products, the Company is able to customize advertising and
marketing in each of its distribution channels. The Company's marketing
strategy allows it to emphasize those features of its products that have
special appeal to the applicable distribution channel.
The Company advertises and promotes its products through a variety of
methods including national and regional print advertising, public
relations, point-of-sale displays, catalogs and packaging.
Manufacturing
Traditionally, the Company has produced substantially all of its
rubber, leather and vinyl products in its United States manufacturing
facilities in La Crosse, Wisconsin, Portland, Oregon and Claremont, New
Hampshire. Liners are produced at the Company's Hillsboro, Wisconsin
facility. The Hillsboro facility also manufactures a line of waders with
nylon uppers and rubber or vinyl boot bottoms, using a heat-sealing
process. Leather tops for the LACROSSE/R/ brand rubber bottom/leather top
pac boots are produced at the Company's Clintonville, Wisconsin facility.
The Company manufactures a majority of its footwear in the United
States because the Company believes it is able to maintain better control
over quality, inventory production scheduling and inventory levels. "Made
in the USA" is prominently displayed in the Company's advertising,
promotion and marketing materials for the LACROSSE/R/ and DANNER/R/
brands.
Both the RAINFAIR/R/ and RED BALL/R/ brands, which the Company
started distributing during 1996, source a substantial portion of their
product offshore, primarily in the Dominican Republic and Pacific Rim.
The Company intends to continue to outsource these products. The Company
believes that there are adequate sources of supply for these imported
products.
Suppliers
The Company's three principal raw materials used in the production of
the Company's products, based upon dollar value, are leather, crude rubber
and oil-based vinyl compounds for vinyl footwear and rainwear products.
While the Company saw price increases during 1995 for all three of these
raw materials, prices have since stabilized at lower levels and the
Company has no reason to believe that all three of these raw materials
will not continue to be available at competitive prices. The Company also
uses technical components in the Company's products including
THINSULATE/R/, GORE-TEX/R/, CORDURA/R/, DRI-LEX/R/, POLARTEC/R/ and
VIBRAM/R/. No interruption in the supply of any of these components is
anticipated.
The Company purchases GORE-TEX/R/ waterproof fabric directly from
W.L. Gore & Associates ("Gore"), for both LaCrosse and Danner footwear.
Gore has traditionally been Danner's single largest supplier, in terms of
dollars spent on raw materials. Approximately 80% of Danner's footwear,
in terms of number of pairs produced, incorporates GORE-TEX/R/ waterproof
fabric. Agreements with Gore prohibit the Company, directly and through
Danner, from manufacturing any products containing any taped waterproof,
breathable products other than GORE-TEX/R/ products during the term of the
agreements. These agreements with Gore may be terminated by either party
upon 90 days' written notice. The Company considers its relationships
with Gore to be good. Effective January 1, 1997, the majority of Danner's
GORE-TEX/R/ footwear is guaranteed to be waterproof for one year from the
date of purchase compared to two years previously.
Quality Assurance
The Company's quality control programs are important to its
reputation for manufacturing superior footwear. In 1991, the Company
initiated a formal continuous quality improvement program at the La Crosse
plant. This total quality management (TQM) program is directed at
involving employees to participate in assuring the highest practicable
level of efficiency in production and product quality.
The Company's La Crosse plant has a chemistry lab which is
responsible for incoming raw material and in-process quality testing. All
crude rubber is tested to assure that each batch meets the high values
specified by the Company for range of plasticity and rate of cure, both of
which have a direct relationship to the ultimate quality of the product.
Fabrics are sample tested to meet LaCrosse's requirements for strength and
weight. Incoming leather skins are inspected for color, brand and weight.
The Company's Danner operation tests 100% of all GORE-TEX/R/ bootie
liners for leaks prior to sewing them into boots. At least 18% of all
completed waterproof boots are filled with water for testing. Leather is
tested for lasting ability, tear strength, finish and thickness.
Backlog
At December 31, 1996, the Company had unfilled orders from its
customers in the amount of approximately $15.8 million compared to $7.9
million at December 31, 1995. Approximately $6.0 million of the increase
was due to the addition of the Rainfair and Red Ball product lines. All
orders at December 31, 1996 are expected to be filled during 1997.
Because a major portion of the Company's orders are placed in January
through July for delivery in June through October, the Company's backlog
is lowest during the fourth quarter and peaks during the second quarter.
Factors other than seasonality, such as pending large national account
orders or United States government orders, could have a significant impact
on the Company's backlog. Therefore, backlog at any one point in time may
not be indicative of future results. Generally, orders may be cancelled
by customers prior to shipment without penalty.
Competition
The various categories of the protective footwear, rainwear and
protective clothing markets in which the Company operates are highly
competitive. The Company competes with numerous other manufacturers, many
of whom have substantially greater financial, distribution and marketing
resources than the Company. Because the Company has a broad product line,
its competition varies by product category. The Company has two to three
major domestic competitors in most of its rubber and vinyl product lines,
at least four major competitors in connection with the Company's sporting
footwear, at least six major competitors in connection with hiking boots
and at least four major competitors in connection with its occupational
footwear, rainwear and protective clothing. The Company also faces
competition from offshore manufacturers, particularly in the occupational
and children's markets.
LaCrosse believes it maintains a competitive position compared to its
competitors who sell rubber and vinyl footwear through its attention to
quality and the delivery of value, its position as an innovator in common
product segments, its above-average record of delivering products on a
timely basis, its strong customer relationships and, in some cases, the
breadth of its product line. Some of the Company's competitors compete
mainly on the basis of price.
Offshore manufacturers face significantly lower labor costs to
produce rubber and vinyl products. However, shipping costs and times,
requirements for short runs on some items, and unpredictable weather
patterns that would force offshore manufacturers or their distributors to
store large inventories in the United States to be able to meet sudden
increases in demand are some disadvantages the offshore manufacturers
face. Further, because the manufacturing process for vinyl footwear
products is much less labor intensive than for rubber footwear, lower
offshore labor rates are less of a competitive advantage in the production
of vinyl footwear. Moreover, the Company's vinyl footwear products enable
the Company to compete more effectively against offshore manufacturers of
rubber footwear.
Leather boot manufacturers and suppliers, some of which have strong
brand name recognition in the markets they serve, are the major
competitors of the Company's Danner product line. These competitors
manufacture domestically and/or import products from offshore. Danner
products effectively compete with domestically produced products, but are
generally at a price disadvantage against lower cost imported products,
because offshore manufacturers generally pay significantly lower labor
costs. The Company focuses on the premium quality, premium price segment
of the market in which product function, design, comfort and quality,
continued technological improvements, brand awareness, timeliness of
product delivery and product pricing are all important. The Company
believes, by attention to these factors, the Danner protective footwear
line has maintained a strong competitive position in its current market
niches.
Employees
As of December 31, 1996, the Company had approximately 1,400
employees, all located in the United States. Approximately 550 of the
Company's employees at the La Crosse, Wisconsin facility are represented
by the United Steel Workers of America under a three-year collective
bargaining agreement which expires in October 1998, approximately 180 of
the Company's employees at the Portland, Oregon facility are represented
by the United Food & Commercial Workers Union under a collective
bargaining agreement which expires in January 1999 and approximately 60
of the Company's employees at the Racine, Wisconsin facility are
represented by the International Ladies Garment Workers Union under a
collective bargaining agreement which expires in July 1997. The Company
has approximately 350 employees at manufacturing facilities located
outside of La Crosse, Wisconsin, Portland, Oregon and Racine, Wisconsin.
None of these employees are represented by a union. The Company considers
its employee relations to be good.
Trademarks and Trade Names; Patents
The Company owns United States federal registrations for several of
its marks, including LACROSSE/R/, DANNER/R/, RED BALL/R/, LACROSSE and
stylized Indianhead design that serve as the Company's logo, ALLTEMP/R/,
DURALITE/R/, FIRETECH/R/, FLY-LITE/R/, ICE KING/R/, ICECUBE/R/, ICEMAN/R/,
AIRTHOTIC/R/, CROSS-HIKER/R/and RED BALL JETS/R/. LaCrosse also has
registrations for the "L" shape design associated with the lacing system
on the Alltemp Boot Systems, and the stylized Indianhead design associated
with the Company's logo. In addition, the Company owns registrations in
Canada for its marks ALLTEMP/R/, ICEMAN/R/ and stylized Indianhead design
and in Mexico for its mark LACROSSE and stylized Indianhead design. The
Company's 50%-owned subsidiary, Rainfair, also owns United States federal
registrations for certain of its marks, including RAINFAIR/R/ and RAINFAIR
and stylized horse design that serve as Rainfair's logo, and owns a
registration in Canada for its mark AIRBOB/R/. The Company generally
attempts to register a trademark relating to a product's name only where
the Company intends to heavily promote the product or where the Company
expects to sell the product in large volumes. The Company defends its
trademarks and trade names against infringement to the fullest extent
practicable under the law. Other than registrations relating to the
LACROSSE/R/, DANNER/R/, RED BALL/R/ and RAINFAIR/R/ names, the Company
does not believe any trademark is material to its business.
The Company pays a royalty on sales of products carrying the
DANNER/R/ name equal to 0.5% of the price of products sold that applies to
net sales in excess of $4.0 million annually. The royalty agreement
expires December 31, 1998.
The Company is not aware of any material conflicts concerning its
marks or its use of marks owned by other companies.
The Company owns several patents that improve its competitive
position in the marketplace, including patents for a cold cement process
for affixing varying outsole compositions to a rubber upper; a method of
manufacture for attaching a nylon upper to a rubber bottom; a rubber
footwear product in which a heel counter is trapped or embedded within the
rubber boot to improve the support provided to the wearer's foot; the
DANNER BOB/R/ outsole; and a patent for its AIRTHOTIC/R/, which is a
ventilated arch support that fits under the heel.
Seasonality
As has traditionally been the case, the Company's sales in 1996 were
higher in the last two quarters of the year than in the first two
quarters. The Company expects this sales trend to continue. Additional
information about the seasonality of the Company's business is contained
under "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Overview" on page 13 of the Company's 1996 Annual
Report to Shareholders and such information is hereby incorporated herein
by reference.
Foreign Operations and Export Sales
Other than the Company's 10% equity interest in Danner Japan, Ltd.,
the Company does not have any foreign operations. International sales
accounted for less than 5% of the Company's net sales in 1996.
Environmental Matters
The Company and the industry in which it competes are subject to
environmental laws and regulations concerning emissions to the air,
discharges to waterways and the generation, handling, storage,
transportation, treatment and disposal of waste materials. The Company's
policy is to comply with all applicable environmental, health and safety
laws and regulations. These laws and regulations are constantly evolving
and it is difficult to predict accurately the effect they will have on the
Company in the future. Compliance with applicable environmental
regulations and controls has not had, nor are they expected to have in
1997, any material impact on the capital expenditures, earnings or
competitive position of the Company. During 1995 and 1996, the Company
spent approximately $250,000 to cure an air emission problem cited by the
Wisconsin Department of Natural Resources. During 1996, the Company
received a letter from the Wisconsin Department of Natural Resources
indicating that the Company was in compliance. While changes in
manufacturing procedures required as a result of the citation increased
ongoing costs approximately $150,000 per year, the Company believes it has
the potential to reduce these ongoing costs through changes in
manufacturing procedures.
Executive Officers of the Registrant
The following table sets forth certain information, as of March 15,
1997, regarding the executive officers of the Company.
Name Age Position
George W. Schneider 74 Chairman of the Board and Director
Frank J. Uhler, Jr. 66 Vice Chairman of the Board and
Director
Patrick K. Gantert 47 President, Chief Executive Officer
and Director
Eric E. Merk, Sr. 54 Vice President - Danner and
Director
Wayne L. Berger 50 Vice President - Purchasing
Stephen F. Bonner 43 Vice President - Claremont
Operations
Kenneth F. Ducke 53 Treasurer and Assistant Secretary
Joseph F. Fahey 42 Vice President - Retail Sales and
Marketing
D. Keith Fell 45 Vice President - Operations
Peter V. Fiorini 59 Vice President - Industrial Sales
David R. Flaschberger 38 Vice President - Human Resources
David R. Llewellyn 59 Vice President - Marketing and
Business Development
Robert G. Rinehart, Jr. 44 Vice President - Product
Development
Joseph P. Schneider 37 Vice President of the Company and
Executive Vice President and Chief
Operating Officer of Danner
Robert J. Sullivan 50 Vice President - Finance and
Administration and Chief Financial
Officer
John A. Tadewald 58 Vice President - Engineering
George W. Schneider was elected to the Board of Directors of the
Company's predecessor in 1968 and was the principal investor and
motivating force behind the management buyout of the Company's predecessor
in 1982. Since 1982, Mr. Schneider also has served as Chairman of the
Board of the Company.
Frank J. Uhler, Jr., has served as Vice Chairman of the Board of the
Company since December 31, 1994 and as a director since he joined the
Company in June 1978. From June 1978 until 1982, Mr. Uhler served as
President and from 1982 until December 31, 1994 he served as President and
Chief Executive Officer of the Company. Along with Mr. George W.
Schneider, Mr. Uhler was the other principal member of the management
group that acquired the Company's predecessor in 1982.
Patrick K. Gantert has served as President, Chief Executive Officer
and as a director of the Company since December 31, 1994. Prior thereto,
Mr. Gantert served as Executive Vice President and Chief Operating Officer
of the Company since August 1993 and as Executive Vice President since
June 1992. From March 1985, when he joined the Company, until June 1992,
Mr. Gantert was Vice President-Finance.
Eric E. Merk, Sr. has served as Vice President - Danner and as a
director of the Company since the March 1994 completion of the Danner
acquisition. Prior to joining the Company, Mr. Merk was a significant
shareholder and President of Danner since purchasing Danner in 1983.
Wayne L. Berger joined the Company in 1974 and has held various
positions in finance and administration since that time. In June 1988,
Mr. Berger was elected Vice President - Purchasing.
Stephen F. Bonner joined the Company in 1983 and has held various
positions in manufacturing since that time. In June 1991, Mr. Bonner was
elected Vice President - Claremont Operations.
Kenneth F. Ducke joined the Company in 1974 and has held various
positions in finance and administration since that time. In 1982, Mr.
Ducke was elected Treasurer and Assistant Secretary.
Joseph F. Fahey has served as Vice President - Retail Sales and
Marketing since he joined the Company in October 1996. From 1993 until
1996, Mr. Fahey served as Vice President of Sales and Marketing for Stihl,
Incorporated, a manufacturer of premium hand-held power equipment and from
1988 through 1993, Mr. Fahey was the Manager of Dealer Development and
Research for the Power Equipment Division of American Honda Motor Company.
D. Keith Fell has served as Vice President - Operations since he
joined the Company in March 1996. From May 1994 until August 1995, Mr.
Fell was Vice President of Manufacturing for Traco, Inc., a manufacturer
of commercial windows and doors, from October 1993 until May 1994, he was
Vice President of Manufacturing for Hedstrom Corporation, a manufacturer
of outdoor play equipment, and from September 1990 until October 1993, Mr.
Fell was Director of Manufacturing for Hedstrom.
Peter V. Fiorini has served as Vice President - Industrial Sales
since he joined the Company in July 1991. From 1975 until joining the
Company, Mr. Fiorini was general manager of the Ranger Rubber Company
division of Endicott Johnson Shoe Company, Inc.
David R. Flaschberger joined the Company in May 1993 as Human
Resources Manager. He served in such capacity until November 1995, when
he was elected Vice President - Human Resources. From 1990 until joining
the Company, Mr. Flaschberger was the Director of Human Resources of The
Company Store, Inc., a direct mail marketer and manufacturer of down-
filled bedding products.
David R. Llewellyn has served as Vice President - Marketing and
Business Development since he joined the Company in April 1994. From 1989
until joining the Company, Mr. Llewellyn was an independent marketing and
business consultant.
Robert G. Rinehart, Jr. joined the Company in January 1990 as a
territory salesperson. In July 1991, Mr. Rinehart was appointed as the
National Accounts Manager. He served in such capacity until October 1992,
when he was appointed Senior Marketing Manager, and in March 1994 he was
elected Vice President - Product Development.
Joseph P. Schneider joined the Company in 1986 as a territory sales
manager and in January 1990 was appointed as the National Accounts
Manager. From May 1991 until January 1993, Mr. Schneider served as the
National Sales Manager and from January 1993 until June 1996 he was Vice
President - Retail Sales. In June 1996, Mr. Schneider was elected as a
Vice President of the Company and as Executive Vice President and Chief
Operating Officer of Danner.
Robert J. Sullivan joined the Company in November 1992 as Manager of
Finance and Administration, was elected Vice President - Finance and
Administration in March 1994 and was given the additional title of Chief
Financial Officer in March 1997. From 1987 until joining the Company, Mr.
Sullivan was Vice President-Finance of Skipperliner Industries, Inc., a
manufacturer of houseboats.
John A. Tadewald has served as Vice President - Engineering since he
joined the Company in October 1987. From 1963 until joining the Company,
Mr. Tadewald held engineering positions with several industrial companies.
Joseph P. Schneider is the son of George W. Schneider. None of the
other directors or executive officers are related to each other. The term
of office of each of the executive officers expires at the annual meeting
of directors.
Item 2. Properties
The following table sets forth certain information, as of December
31, 1996, relating to the Company's principal facilities.
Properties
Owned Approximate
or Floor Area in Principal
Location Leased Square Feet Uses
La Crosse, WI Leased(1) 6,600 Principal sales,
marketing and executive
offices
La Crosse, WI Owned 400,000 Manufacture rubber
boots
La Crosse, WI Leased(2) 290,000 Main warehouse and
distribution facility
La Crosse, WI Owned 11,000 Retail outlet store
La Crosse, WI Leased(3) 42,000 Warehouse and raw
material storage
Clintonville, WI Owned 42,500 Manufacture leather
components and
construct rubber boots
Clintonville, WI Leased 11,000 Manufacture component
parts
Clintonville, WI Leased 4,000 Warehouse and raw
material storage
Hillsboro, WI Leased(4) 40,000 Manufacture component
parts
Kenosha, WI Leased 3,000 Retail outlet store
Claremont, NH Owned 150,000 Manufacture vinyl
injection-molded
products
Claremont, NH Leased(5) 53,000 Warehouse and
distribution facility
Portland, OR Leased(6) 36,000 Manufacture DANNER/R/
products, offices,
retail outlet store and
warehouse space
Portland, OR Leased(7) 16,000 Warehouse and
distribution facility
Racine, WI Leased(8) 104,700 Manufacturing,
warehousing and offices
for Rainfair
_________________________
(1) This space is leased in a 212,000 square foot building adjacent to
the Company's manufacturing plant in La Crosse, Wisconsin. The lease
expires in 1997 but management anticipates entering into a long-term
lease for the entire facility during 1997. The additional space will
be utilized to replace warehouse space which is currently leased
and/or to provide additional manufacturing capacity.
(2) The lease for 183,000 square feet of this facility expires in 2000.
The Company leases the balance of the space on short-term leases.
(3) This facility is leased by the Company in La Crosse, Wisconsin on a
short-term lease.
(4) There are two facilities leased by the Company in Hillsboro,
Wisconsin with approximately 40,000 square feet.
(5) The lease of this facility expires in 1998. This space is leased in
a facility adjacent to the Company's manufacturing plant in
Claremont, New Hampshire.
(6) The lease for this facility expires in March 2004, but the Company
has the option to extend the term for up to an additional ten years.
The lease includes approximately one acre of adjacent vacant property
that could be used for expansion. Eric E. Merk, Sr., a director,
executive officer and shareholder of the Company, is affiliated with
the lessor of this facility.
(7) The lease for this facility expires in December 1997.
(8) The lease for this facility was entered into in May 1996 and expires
in May 2001.
Based on present plans, management believes that the Company's
current facilities will be adequate to meet the Company's anticipated
needs for production of LaCrosse products for at least the next two years.
Once the manufacturing facilities have reached capacity, the Company can
expand further by leasing or purchasing facilities or by outsourcing some
components.
Item 3. Legal Proceedings
In November 1993, the Company, in order to preserve its legal rights,
instituted litigation against the United States Government in the United
States Court of Federal Claims ("USCFC") seeking a refund of amounts
previously paid to the Internal Revenue Service ("IRS") relating to the
Company's treatment of its LIFO inventory stemming from the Company's 1982
leveraged buyout. If the Government prevails in this litigation, the IRS
has indicated an intention to assess the Company for additional tax,
penalties, interest and other amounts for prior periods as a result of
recalculating the Company's LIFO inventory reserve. The Company is not
currently in a position to predict the outcome of the USCFC litigation.
However, a recent decision of the USCFC in another case (Kohler Co. vs.
United States, Case No. 94-628T, November 3, 1995) supports the principal
positions taken by the IRS and the Government in the USCFC litigation.
The Company believes that its total current exposure to the IRS with
respect to this matter is not material to the Company's financial position
or results of operations.
From time to time, the Company, in the normal course of business, is
also involved in various other claims and legal actions arising out of its
operations. The Company does not believe that the ultimate disposition of
any currently pending claims or actions would have a material adverse
effect on the Company or its financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders during the
quarter ended December 31, 1996.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The portions of page 28 which describe the market for and dividends
declared on the Company's Common Stock and Note 5 of Notes to Consolidated
Financial Statements which describe restrictions on dividends and which
are contained in the Company's 1996 Annual Report to Shareholders are
hereby incorporated herein by reference in response to this Item.
Item 6. Selected Financial Data
The information set forth in the table on page 12 of the Company's
1996 Annual Report to Shareholders under the caption "Five Year Summary of
Selected Financial Data" is hereby incorporated herein by reference in
response to this Item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth on pages 13 through 16 in the Company's
1996 Annual Report to Shareholders under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
is hereby incorporated herein by reference in response to this Item.
Item 8. Financial Statements and Supplementary Data
The consolidated statements of income, common shareholders' equity
and cash flows for each of the years in the three-year period ended
December 31, 1996, and the related consolidated balance sheets of the
Company as of December 31, 1996 and 1995, together with the related notes
thereto and the independent auditor's report, and the Company's unaudited
quarterly results of operations for the two-year period ended December 31,
1996, all set forth on pages 17 through 28 of the Company's 1996 Annual
Report to Shareholders, are hereby incorporated herein by reference in
response to this Item.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item with respect to directors and
Section 16 compliance is included under the captions "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance",
respectively, in the Company's definitive Proxy Statement for its 1997
Annual Meeting of Shareholders ("Proxy Statement") and is hereby
incorporated herein by reference. Information with respect to the
executive officers of the Company appears in Part I, pages 9 through 12,
of this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this Item is included under the captions
"Board of Directors-Director Compensation" and "Executive Compensation" in
the Proxy Statement and is hereby incorporated herein by reference;
provided, however, that the subsection entitled "Executive Compensation-
Report on Executive Compensation" shall not be deemed to be incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is included under the caption
"Principal Shareholders" in the Proxy Statement and is hereby incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is included under the captions
"Certain Transactions" and "Executive Compensation-Compensation Committee
Interlocks and Insider Participation" in the Proxy Statement and is hereby
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial statements - The financial statements listed in
the accompanying index to financial statements and
financial statement schedules are incorporated by reference
in this Annual Report on Form 10-K.
2. Financial statement schedules - The financial statement
schedules listed in the accompanying index to financial
statements and financial statement schedules are filed as
part of this Annual Report on Form 10-K.
3. Exhibits - The exhibits listed in the accompanying index to
exhibits are filed as part of this Annual Report on Form
10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on
this 27th day of March, 1997.
LACROSSE FOOTWEAR, INC.
By /s/ Patrick K. Gantert
Patrick K. Gantert
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ George W. Schneider Chairman of the Board and March 27, 1997
George W. Schneider Director
/s/ Patrick K. Gantert President, Chief Executive March 27, 1997
Patrick K. Gantert Officer and Director
(Principal Executive
Officer)
/s/ Robert J. Sullivan Vice President-Finance and March 27, 1997
Robert J. Sullivan Administration (Principal
Financial Officer)
/s/ Frank J. Uhler, Jr. Vice Chairman of the Board March 27, 1997
Frank J. Uhler, Jr. and Director
/s/ Eric E. Merk, Sr. Vice President-Danner and March 27, 1997
Eric E. Merk, Sr. Director
/s/ Richard A. Rosenthal Director March 27, 1997
Richard A. Rosenthal
/s/ Virginia F. Schneider Director March 27, 1997
Virginia F. Schneider
/s/ Luke E. Sims Director March 27, 1997
Luke E. Sims
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULE
Page
Annual Report
Form 10-K to Shareholders
Consolidated Balance Sheets at
December 31, 1996 and 1995 - 17
Consolidated Statements of Income
for each of the three years in the
period ended December 31, 1996 - 18
Consolidated Statements of Common
Shareholders' Equity for each of the
three years in the period ended
December 31, 1996 - 19
Consolidated Statements of Cash
Flows for each of the three years in
the period ended December 31, 1996 - 20
Notes to Consolidated Financial
Statements - 21-26
Independent Auditor's Report - 27
Independent Auditor's Report on
Financial Statement Schedule 21 -
Financial Statement Schedule:
II - Valuation and
Qualifying Accounts 22-23 -
All other financial statement schedules are omitted since the required
information is not present or is not present in amounts sufficient to
require submission of the schedules, or because the information required
is included in the consolidated financial statements and notes thereto.
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders
LaCrosse Footwear, Inc.
La Crosse, Wisconsin
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The consolidated
supplemental schedule II is presented for purposes of complying with the
Securities and Exchange Commission's rules and is a part of the basic
consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in our audits of the basic consolidated
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic consolidated financial statements taken
as a whole.
McGLADREY & PULLEN, LLP
La Crosse, Wisconsin
February 3, 1997
LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Balance
Beginning Charged To Costs Charged To at End
Description of Period and Expenses Other Accounts Deductions of Period
Year ended December 31, 1994:
Accounts receivable
allowances:
Allowance for returns $ 249,000 $ 915,141 $ -- $ 925,141 $ 239,000
Allowance for cash discounts 96,000 811,603 -- 795,603 112,000
Allowance for doubtful accounts 294,000 137,440 45,000 139,440 337,000
Allowance for uncollectible
interest 30,438 86,397 -- 86,461 30,374
---------- ------------- ------------ ----------- ----------
Total $ 669,438 $ 1,950,581 $ 45,000 $ 1,946,645 $ 718,374
========== ============= ============ =========== ==========
Inventory allowances:
Allowance for obsolescence $ 420,000 $ 9,500 $ -- $ 29,500 $ 400,000
========== ============= ============ =========== ==========
Warranty allowance:
Allowance for warranties $ -- $ 585,137 $ 555,437 $ 353,574 $ 787,000
========== ============= ============ =========== ==========
Year ended December 31, 1995:
Accounts receivable
allowances:
Allowance for returns $ 239,000 $ 762,470 $ -- $ 721,470 $ 280,000
Allowance for cash
discounts 112,000 644,486 -- 642,486 114,000
Allowance for doubtful
accounts 337,000 168,068 -- 123,368 381,700
Allowance for
uncollectible interest 30,374 85,729 -- 78,543 37,560
---------- ------------ ------------ ---------- ---------
Total $ 718,374 $ 1,660,753 $ -- $ 1,565,867 $ 813,260
========== ============ ============ ========== =========
Inventory allowances:
Allowance for obsolescence $ 400,000 $ 718,224 $ -- $ 304,796 $ 813,428
========== ============ ============ ========== =========
Warranty allowance:
Allowance for warranties $ 787,000 $ 856,706 $ -- $ 803,706 $ 840,000
========== ============ ============ ========== =========
Year ended December 31, 1996:
Accounts receivable
allowances:
Allowance for returns $ 280,000 $ 1,234,556 $ -- $ 947,556 $ 567,000
Allowance for cash
discounts 114,000 90,496 -- 15,496 189,000
Allowance for doubtful
accounts 381,700 167,655 335,000 178,855 705,500
Allowance for
uncollectible interest 37,560 92,268 -- 84,026 45,802
---------- ----------- ---------- ---------- ----------
Total $ 813,260 $ 1,584,975 $ 335,000 $ 1,225,933 $1,507,302
========== =========== ========== ========== ==========
Inventory allowances:
Allowance for obsolescence $ 813,428 $ 272,904 350,000 $ 235,332 $1,201,000
========== =========== ========== ========== ==========
Warranty allowance:
Allowance for warranties $ 840,000 $ 1,057,730 $ -- $ 972,730 $ 925,000
========== =========== ========== ========== ==========
The accounts receivable and inventory allowances above were deducted from
the applicable asset account.
EXHIBIT INDEX
Sequential
Exhibit Page
Number Exhibit Description Number
(2.1) Asset Purchase Agreement, dated as of --
February 11, 1994, between LaCrosse Footwear,
Inc. and Danner Shoe Manufacturing Co.
[Incorporated by reference to Exhibit (2) to
LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-
75534)]
(2.2) Asset Purchase Agreement, dated May 16, 1996, --
by and among Rainco, Inc., LaCrosse Footwear,
Inc., Rainfair, Inc. and Craig L. Leipold
[Incorporated by reference to Exhibit (2.1)
to LaCrosse Footwear, Inc.'s Current Report
on Form 8-K dated May 31, 1996 and filed
June 14, 1996]
(3.1) Restated Articles of Incorporation of --
LaCrosse Footwear, Inc. [Incorporated by
reference to Exhibit (3.0) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(3.2) By-Laws of LaCrosse Footwear, Inc., as --
amended to date [Incorporated by reference to
Exhibit (3.2) to LaCrosse Footwear, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1994]
(4.1) Credit Agreement, dated as of May 31, 1996, --
by and among LaCrosse Footwear, Inc., Firstar
Bank Milwaukee, N.A., The Northern Trust
Company, Harris Trust and Savings Bank and
Firstar Bank Milwaukee, N.A., as Agent for
the Banks [Incorporated by reference to
Exhibit (4.1) to LaCrosse Footwear, Inc.'s
Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996]
(4.2) Note Purchase Agreement, dated as of June 1, --
1990, between LaCrosse Footwear, Inc. and
Teachers Insurance and Annuity Association of
America [Incorporated by reference to
Exhibit (10.1) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(4.3) Assignment and Assumption Agreement, dated as --
of October 7, 1994, between LaCrosse
Footwear, Inc. and LaCrosse Products, Inc.
[Incorporated by reference to Exhibit (10.2)
to LaCrosse Footwear, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended October 1,
1994]
(4.4) Amendment to Note Purchase Agreement, dated --
as of October 7, 1994, between LaCrosse
Footwear, Inc. and Teachers Insurance and
Annuity Association of America [Incorporated
by reference to Exhibit (10.3) to LaCrosse
Footwear, Inc.'s Quarterly Report on Form 10-
Q for the quarter ended October 1, 1994]
(9) Voting Trust Agreement, dated as of June 21, --
1982, as amended [Incorporated by reference
to Exhibit (9) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.1) Lease, dated as of January 7, 1991, between --
LaCrosse Footwear, Inc. and Central States
Warehouse, Inc. [Incorporated by reference
to Exhibit (10.2) to LaCrosse Footwear,
Inc.'s Form S-1 Registration Statement
(Registration No. 33-75534)]
(10.2) Amendment, dated as of June 29, 1995, to --
Lease between LaCrosse Footwear, Inc. and
Central States Warehouse, Inc. [Incorporated
by reference to Exhibit (10.2) to LaCrosse
Footwear, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1995]
(10.3) Lease, dated as of December 19, 1994, between --
Danner Shoe Manufacturing Co. and Specht
Development, Inc. [Incorporated by reference
to Exhibit (10.2) to LaCrosse Footwear,
Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994]
(10.4)* Employment and Consulting Agreement, dated as --
of October 1, 1990 and as amended as of
October 31, 1992, between Frank J. Uhler, Jr.
and LaCrosse Footwear, Inc. [Incorporated by
reference to Exhibit (10.4) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.5)* Amendment No. 1, dated as of December 31, --
1994, to Employment and Consulting Agreement
between Frank J. Uhler, Jr. and LaCrosse
Footwear, Inc. [Incorporated by reference to
Exhibit (10.5) to LaCrosse Footwear, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1994]
(10.6)* Phantom Stock Agreement, dated as of --
October 31, 1992, and amended as of December
20, 1993, between Frank J. Uhler, Jr. and
LaCrosse Footwear, Inc. [Incorporated by
reference to Exhibit (10.5) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.7)* Amendment No. 1, dated as of December 31, --
1994, to Phantom Stock Agreement between
Frank J. Uhler, Jr. and LaCrosse Footwear,
Inc. [Incorporated by reference to Exhibit
(10.7) to LaCrosse Footwear, Inc.'s Annual
Report on Form 10-K for the year ended
December 31, 1994]
(10.8)* Employment Agreement, dated as of July 1, --
1992, and amended as of May 28, 1993, between
Patrick K. Gantert and LaCrosse Footwear,
Inc. [Incorporated by reference to Exhibit
(10.8) to LaCrosse Footwear, Inc.'s Annual
Report on Form 10-K for the year ended
December 31, 1994]
(10.9)* Employment Agreement, dated as of March 14, --
1994, between LaCrosse Footwear, Inc. and
Eric E. Merk, Sr. [Incorporated by reference
to Exhibit (10.12) to LaCrosse Footwear,
Inc.'s Form S-1 Registration Statement
(Registration No. 33-75534)]
(10.10)* Amendment No. 1, dated as of June 1, 1995, to --
Employment Agreement between LaCrosse
Footwear, Inc. and Eric E. Merk, Sr.
[Incorporated by reference to Exhibit (10.1)
to LaCrosse Footwear, Inc.'s Quarterly Report
on Form 10-Q for the quarter ended September
30, 1995]
(10.11)* Employment Agreement, dated as of June 9, --
1994, between David Llewellyn and LaCrosse
Footwear, Inc. [Incorporated by reference to
Exhibit (10.1) to LaCrosse Footwear, Inc.'s
Quarterly Report on Form 10-Q for the quarter
ended July 2, 1994]
(10.12)* LaCrosse Footwear, Inc. Deferred Compensation --
Plan for Key Employees [Incorporated by
reference to Exhibit (10.14) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.13)* LaCrosse Footwear, Inc. Deferred Compensation --
Plan for Directors [Incorporated by
reference to Exhibit (10.15) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.14)* LaCrosse Footwear, Inc. Retirement Plan --
[Incorporated by reference to Exhibit (10.18)
to LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-
75534)]
(10.15)* LaCrosse Footwear, Inc. Employees' Retirement --
Savings Plan [Incorporated by reference to
Exhibit (10.19) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.16)* LaCrosse Footwear, Inc. 1993 Employee Stock --
Incentive Plan [Incorporated by reference to
Exhibit (10.20) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.17)* LaCrosse Footwear, Inc. 1997 Employee Stock
Incentive Plan
(10.18) Agreement, dated as of October 2, 1995, --
between Local No. 14, United Steel Workers of
America (AFL-CIO-CLC) and LaCrosse Footwear,
Inc. [Incorporated by reference to Exhibit
(10.20) to LaCrosse Footwear, Inc.'s Annual
Report on Form 10-K for the year ended
December 31, 1995]
(10.19) Lease, dated as of March 14, 1994, between --
Jepco Development Company and LaCrosse
Footwear, Inc. [Incorporated by reference to
Exhibit (10.22) to LaCrosse Footwear, Inc.'s
Form S-1 Registration Statement (Registration
No. 33-75534)]
(10.20) Manufacturing Certification Agreement, dated --
as of October 19, 1993, between W.L. Gore &
Associates, Inc. and Danner Shoe
Manufacturing Co. [Incorporated by reference
to Exhibit (10.23) to LaCrosse Footwear,
Inc.'s Form S-1 Registration Statement
(Registration No. 33-75534)]
(10.21) Trademark License, dated as of October 19, --
1993, between W.L. Gore & Associates, Inc.
and Danner Shoe Manufacturing Co.
[Incorporated by reference to Exhibit (10.24)
to LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-
75534)]
(10.22) Registration Rights Agreement, dated as of --
March 14, 1994, between LaCrosse Footwear,
Inc., Danner Shoe Manufacturing Co. and the
shareholders of Danner Shoe Manufacturing Co.
[Incorporated by reference to Exhibit (10.25)
to LaCrosse Footwear, Inc.'s Form S-1
Registration Statement (Registration No. 33-
75534)]
(10.23) Guarantee Agreement, dated as of March 14, --
1994, between LaCrosse Footwear, Inc. and
Danner Shoe Manufacturing Co. [Incorporated
by reference to Exhibit (10.26) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.24) Form of Indemnification and Investment --
Agreement to be entered into between LaCrosse
Footwear, Inc. and the shareholders of Danner
Shoe Manufacturing Co. [Incorporated by
reference to Exhibit (10.27) to LaCrosse
Footwear, Inc.'s Form S-1 Registration
Statement (Registration No. 33-75534)]
(10.25) Shareholders' Agreement dated as of May 31, --
1996 by and between Craig L. Leipold,
LaCrosse Footwear, Inc. and Rainco, Inc.
[Incorporated by reference to Exhibit (2.2)
to LaCrosse Footwear, Inc.'s Current Report
on Form 8-K dated May 31, 1996 and filed
June 14, 1996]
(13) Portions of the 1996 Annual Report to
Shareholders that are incorporated by
reference herein
(21) List of subsidiaries of LaCrosse Footwear,
Inc.
(23) Consent of McGladrey & Pullen, LLP
(27) Financial Data Schedule (EDGAR version only)
(99) Proxy Statement for the 1997 Annual Meeting --
of Shareholders
[The Proxy Statement for the 1997 Annual
Meeting of Shareholders will be filed with
the Securities and Exchange Commission under
Regulation 14A within 120 days after the end
of the Company's fiscal year. Except to the
extent specifically incorporated by
reference, the Proxy Statement for the 1997
Annual Meeting of Shareholders shall not be
deemed to be filed with the Securities and
Exchange Commission as part of this Annual
Report on Form 10-K.]
* A management contract or compensatory plan or arrangement.