Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For transition period from to
------------------------- ------------------------
Commission file number 0-9068
Weyco Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0702200
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 W. Estabrook Boulevard, P. O. Box 1188, Milwaukee, WI 53201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code (414) 908-1600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
None which registered
- ------------------------------ --------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - $1.00 par value per share
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
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 Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in any definitive proxy of information
statements incorporated by reference or in any amendment to this Form 10-K. (X)
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. $111,233,000.
As of March 8, 2004, there were outstanding 4,334,875 shares of Common Stock and
1,306,043 shares of Class B Common Stock. At the same date, the aggregate market
value (based upon the average of the high and low trades for that day) of all
common stock held by non-affiliates was approximately $122,856,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's Annual Report to Shareholders for the year ended
December 31, 2003, are incorporated by reference in Part II of this report.
Portions of the Corporation's Proxy Statement, dated March 26, 2004, prepared
for the Annual Meeting of Shareholders scheduled for April 27, 2004, are
incorporated by reference in Part III of this report.
PART I
Item 1. Business
The Company is a Wisconsin corporation incorporated in the year
1906 as Weyenberg Shoe Manufacturing Company. Effective April 25, 1990, the name
of the corporation was changed to Weyco Group, Inc.
The Company and its subsidiaries engage in one line of
business, the distribution of men's footwear. The Company does not sell women's
shoes because this market differs significantly from the men's market.
On May 20, 2002, the Company acquired from Florsheim Group,
Inc. and its subsidiaries (collectively, "Florsheim"), certain assets of
Florsheim's U.S. wholesale business, including its accounts receivable,
trademarks, and other information assets, wholesale inventory (with specified
exceptions) and other specified assets, as well as the leaseholds and associated
assets for 23 retail and outlet shoe stores. On July 1 and July 27, 2002, the
Company acquired certain assets and assumed the operating liabilities of
Florsheim Europe S.r.l. and Florsheim France SARL, respectively. This business
consists of Florsheim's European wholesale business, as well as three retail
stores in Germany, Italy and France. The total purchase price of the acquisition
was $48.5 million, including $1.7 million of acquisition costs.
The principal brands of shoes sold by the Company are
"Florsheim," "Nunn Bush," "Nunn Bush NXXT," "Brass Boot," "Stacy Adams," and
"SAO by Stacy Adams." Trademarks maintained by the Company on these names are
important to the business. The Company's products consist of both mid-priced
quality leather dress shoes which would be worn as a part of more formal and
traditional attire and quality casual footwear of man-made materials or leather
which would be appropriate for leisure or less formal occasions. The Company's
footwear, and that of the industry in general, is available in a broad range of
sizes and widths, primarily purchased to meet the needs and desires of the
American male population.
The Company purchases finished shoes from outside suppliers
around the world. The majority of these foreign-sourced purchases are
denominated in U. S. dollars. There have been few inflationary pressures in the
shoe industry in recent years and leather and other component prices have been
stable. It is anticipated that, when necessary, selling price increases could be
initiated to offset periodic increases in costs of purchased shoes. The Company
previously assembled a small portion of its footwear at one plant in Beaver Dam,
Wisconsin. In December 2003, the Company ceased its manufacturing operations.
All inventory is now purchased from foreign suppliers. The Beaver Dam facility
still operates the Company's reconditioning, rework and returned goods
departments.
-1-
The Company's business is separated into two segments -
wholesale and retail. Wholesale sales constituted approximately 88% of total
sales in 2003, 91% in 2002 and 96% in 2001. At wholesale, shoes are marketed
nationwide through more than 10,000 shoe, clothing and department stores. Sales
are to unaffiliated customers, primarily in North America, with some
distribution in Europe. Sales to the Company's largest customer, J. C. Penney,
were 12% of total sales in 2003. There were no customers that accounted for 10%
or more of total sales in 2002. Sales to the Company's largest customer, Brown
Shoe Group, were 10% of total sales for 2001. The Company employs traveling
salesmen who sell the Company's products to retail outlets. Shoes are shipped to
these retailers primarily from the Company's distribution center maintained in
Glendale, Wisconsin. Although there is no clearly identifiable seasonality in
the men's footwear business, new styles are historically developed and shown
twice each year, in spring and fall. In accordance with the industry practices,
the Company is required to carry significant amounts of inventory to meet
customer delivery requirements and periodically provides extended payment terms
to customers. The Company also has licensing agreements with third parties who
sell its branded shoes overseas, as well as licensing agreements with apparel
and accessory manufacturers in the United States.
Retail sales constituted approximately 12% of total sales in
2003, 9% of total sales in 2002 and 4% of total sales in 2001. In the retail
division, there are currently 30 company-operated stores in principal cities of
the United States and three retail stores in major cities in Europe. Sales in
retail outlets are made directly to the consumer by Company employees. In
addition to the sale of the Company's brands of footwear in these retail
outlets, other branded footwear and accessories are also sold in order to
provide the consumer with as complete a selection as practically possible.
As of December 31, 2003, the Company had $76.0 million of
backlog orders, as compared with $72.5 million as of December 31, 2002. The
Company believes these orders are firm, and all orders are expected to be filled
within one year.
As of December 31, 2003, the Company employed approximately 408
persons. Of those 408 employees, approximately 32 were members of bargaining
units. The Company ratified new contracts covering the majority of these
employees during 2002 and in early 2003. Future wage and benefit increases under
the contracts are not expected to have a significant impact on the future
operations or financial position of the Company.
Price, quality and service are all important competitive
factors in the shoe industry and the Company has been recognized as a leader in
all of them. Although the Company engages in no specific research and
development activities, new products and new processes are continually being
tested by the Company and used where appropriate, in order to produce the best
value for the consumer, consistent with reasonable price. Compliance with
environmental regulations historically has not had, and is not expected to have,
a material adverse effect on the Company's results of operations or cash flows.
The Company makes available, free of charge, copies of its
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and all amendments to those reports upon written or telephone request.
Investors can also access these reports through the Company's website,
www.weycogroup.com.
-2-
Item 2. Properties
The following facilities are operated by the Company and its
subsidiaries:
Square
Location Character Owned/Leased Footage % Utilized
-------- --------- ------------ ------- ----------
Glendale, Wisconsin One story office
and distribution
center Owned 780,000 90%
Beaver Dam, Wisconsin Multistory factory Leased (1) 100,000 50%
Florence, Italy One story office,
warehouse and
distribution facility Leased (1) 9,500 100%
(1) Not material leases.
In addition to the above-described distribution and warehouse
facilities, the Company operates thirty retail stores throughout the United
States and three in Europe under various rental agreements. See Note 13 to
Consolidated Financial Statements and Item 1. Business above.
Item 3. Legal Proceedings
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
-3-
Executive Officers of the Registrant
Served
Officer Age Office(s) Since Business Experience
------- --- --------- ----- -------------------
Thomas W. Florsheim, Jr. 45 Chairman and Chief Executive 1996 Chairman and Chief Executive Officer of the
Officer Company -- 2002 to present; President and
Chief Executive Officer of the Company -- 1999
to 2002; President and Chief Operating Officer
of the Company -- 1996 to 1999; Vice President
of the Company - 1988 to 1996
John W. Florsheim 40 President, Chief Operating 1996 President, Chief Operating Officer and
Officer and Assistant Assistant Secretary of the Company - 2002 to
Secretary present; Executive Vice President, Chief
Operating Officer and Assistant Secretary of
the Company - 1999 to 2002; Executive Vice
President of the Company --1996 to 1999;
Vice President of the Company -- 1994 to
1996
James F. Gorman 60 Senior Vice President 1975 Senior Vice President of the Company - 2002
to present; Vice President of the Company --
1975 to 2002
Peter S. Grossman 60 Senior Vice President 1971 Senior Vice President of the Company - 2002
to present; Vice President of the Company --
1971 to 2002
John F. Wittkowske 44 Senior Vice President, 1993 Senior Vice President, Chief Financial
Chief Financial Officer Officer and Secretary of the Company - 2002
and Secretary to present Vice President, Chief Financial
Officer and Secretary of the Company -- 1995
to 2002; Secretary/Treasurer of the Company
-- 1993 to 1995
Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and
Chairman Emeritus Thomas W. Florsheim is their father.
-4-
PART II
Item 5. Market for Registrant's Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities
Information required by this Item is set forth on pages 4, 19 and 25 of
the Annual Report to Shareholders for the year ended December 31,
2003, and is incorporated herein by reference.
Item 6. Selected Financial Data
Information required by this Item is set forth on page 4 of the Annual
Report to Shareholders for the year ended December 31, 2003, and is
incorporated herein by reference.
Item7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Information required by this Item is set forth on pages 5 through 8 of
the Annual Report to Shareholders for the year ended December 31,
2003, and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures
about Market Risk
Information required by this Item is set forth on page 8 of the Annual
Report to Shareholders for the year ended December 31, 2003, and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
Information required by this Item is set forth on pages 9 through 22 of
the Annual Report to Shareholders for the year ended December 31,
2003, and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures
We changed independent accountants in June 2002 from Arthur Andersen
LLP to Deloitte and Touche LLP. Information regarding the change in
accountants was reported in our current report on Form 8-K dated
June 14, 2002.
-5-
Item 9A. Control and Procedures
The Company maintains disclosure controls and procedures designed to
ensure that the information the Company must disclose in its filings
with the Securities and Exchange Commission is recorded, processed,
summarized and reported on a timely basis. The Company's principal
executive officer and principal financial officer have reviewed and
evaluated the Company's disclosure controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of the end
of the period covered by this report (the "Evaluation Date"). Based
on such evaluation, such officers have concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures
are effective in bringing to their attention on a timely basis
material information relating to the Company required to be included
in the Company's periodic filings under the Exchange Act.
There have not been any changes in the Company's internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) that occurred during the Company's most recent fiscal
quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required by this Item is set forth on pages 1 through 5
of the Company's proxy statement for the Annual Meeting of
Shareholders to be held on April 27, 2004, and is incorporated
herein by reference.
Item 11. Executive Compensation
Information required by this Item is set forth on pages 8 through 12
of the Company's proxy statement for the Annual Meeting of
Shareholders to be held on April 27, 2004, and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners of
Management and Related Shareholder Matters
Information required by this Item is set forth on pages 1,2, 11 and 12
of the Company's proxy statement for the Annual Meeting of
Shareholders to be held on April 27, 2004, and is incorporated
herein by reference.
-6-
Item 13. Certain Relationships and Related Transactions
Information required by this Item is set forth on pages 11 and 12 of
the Company's proxy statement for the Annual Meeting of Shareholders
to be held on April 27, 2004, and is incorporated herein by
reference.
Item 14. Principal Accountant Fees and Services
Information required by this Item is set forth on page 7 of
the Company's proxy statement for the Annual Meeting of Shareholders
to be held on April 27, 2004, and is incorporated herein by
reference.
-7-
PART IV
Item 15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
Page Reference
to Annual Report
----------------
1. Financial Statements -
Consolidated Statements of Earnings
for the years ended December 31,
2003, 2002 and 2001 9
Consolidated Balance Sheets -
December 31, 2003 and 2002 10
Consolidated Statements of Shareholders'
Investment for the years ended
December 31, 2003, 2002 and 2001 11
Consolidated Statements of Cash Flows
for the years ended December 31,
2003, 2002 and 2001 12
Notes to Consolidated Financial
Statements for the years ended
December 31, 2003, 2002 and 2001 13 - 22
Reports of Independent Auditors 23 - 24
Page Reference
to Form 10-K
----------------
2. Financial Statement Schedules for the years ended
December 31, 2003, 2002 and 2001 -
Schedule II - Valuation and Qualifying
Accounts 9
Reports of Independent Auditors 10 - 11
All other schedules have been omitted because of the
absence of the conditions under which they are
required.
3. Exhibits and Exhibit Index. See the Exhibit Index
included as the last part of this report, which is
incorporated herein by reference. Each management
contract and compensatory plan or arrangement
required to be filed as a exhibit to this report is
identified in the Exhibit Index by an asterisk
following its exhibit number.
(b) Reports on Form 8-K
One report on Form 8-K was filed during the fourth quarter of 2003.
On October 23, 2003, the Company filed a press release announcing
its results for the quarter ended September 30, 2003.
-8-
SCHEDULE II
WEYCO GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
Deducted from Assets
-----------------------------------------------------------
Doubtful Cash Returns and
Accounts Discounts Allowances Total
----------- ------------ -------------- -------------
BALANCE, DECEMBER 31, 2000 1,650,000 $ 69,000 $ 1,080,000 $ 2,799,000
Add - Additions charged to
earnings 460,972 208,885 6,445,176 7,115,033
Deduct - Charges for purposes for
which reserves were
established (310,972) (208,885) (6,445,176) (6,965,033)
----------- ------------ -------------- -------------
BALANCE, DECEMBER 31, 2001 $ 1,800,000 $ 69,000 $ 1,080,000 $ 2,949,000
Add - Additions charged to
earnings 898,836 251,358 6,786,515 7,936,709
Acquisition - related
charges 1,902,375 -- -- 1,902,375
Deduct - Charges for purposes for
which reserves were
established (1,726,211) (320,358) (6,786,515) (8,833,084)
----------- ------------ -------------- -------------
BALANCE, DECEMBER 31, 2002 $ 2,875,000 $ -- $ 1,080,000 $ 3,955,000
Add - Additions charged to
earnings 413,330 -- 5,240,124 5,653,454
Deduct - Charges for purposes for
which reserves were
established (1,270,330) ( --) (4,615,124) (5,885,454)
----------- ------------ -------------- -------------
BALANCE, DECEMBER 31, 2003 $ 2,018,000 $ -- $ 1,705,000 $ 3,723,000
=========== ============ ============== =============
-9-
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
of Weyco Group, Inc.
We have audited the consolidated financial statements of Weyco Group, Inc. and
subsidiaries (the "Company") as of December 31, 2003 and 2002, and for the years
then ended and have issued our report thereon dated February 20, 2004 (which
report expresses an unqualified opinion and includes an explanatory paragraph
concerning the application of procedures relating to certain disclosures and
reclassifications of financial statement amounts related to the 2001 financial
statements that were audited by other auditors who have ceased operations); such
financial statements and our report are included in your 2003 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also included
the 2003 and 2002 consolidated financial statement schedules of the Company.
These financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such 2003 and 2002 financial statement schedules, when considered
in relation to the basic 2003 and 2002 consolidated financial statements taken
as a whole, present fairly, in all material respects, the information set forth
therein. The consolidated financial statement schedule for the year ended
December 31, 2001 was audited by other auditors who have ceased operations.
Those auditors expressed an opinion, in their report dated February 14, 2002,
that such 2001 financial statement schedule fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic 2001 consolidated financial statements taken as a whole (prior to the
disclosures and reclassifications referred to above).
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin,
February 20, 2004.
-10-
THE REPORT SET FORTH BELOW IS A COPY OF A PREVIOUSLY ISSUED AUDIT REPORT BY
ARTHUR ANDERSEN LLP. THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K.
WE WILL NOT BE ABLE TO OBTAIN THE WRITTEN CONSENT OF ARTHUR ANDERSEN LLP AS
REQUIRED BY SECTION 7 OF THE SECURITIES ACT OF 1933 FOR OUR REGISTRATION
STATEMENTS ON FORM S-8. ACCORDINGLY, INVESTORS WILL NOT BE ABLE TO SUE ARTHUR
ANDERSEN LLP PURSUANT TO SECTION 11(a)(4) OF THE SECURITIES ACT WITH RESPECT TO
ANY SUCH REGISTRATION STATEMENTS AND, THEREFORE, ULTIMATE RECOVERY ON A
SUCCESSFUL CLAIM MAY BE LIMITED. THE ABILITY OF INVESTORS TO RECOVER FROM ARTHUR
ANDERSEN LLP MAY ALSO BE LIMITED AS A RESULT OF ARTHUR ANDERSEN LLP'S FINANCIAL
CONDITION OR OTHER MATTERS RESULTING FROM THE VARIOUS CIVIL AND CRIMINAL
LAWSUITS AGAINST THAT FIRM.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements included in
Weyco Group, Inc.'s Annual Report to Shareholders included and incorporated by
reference in this Form 10-K, and have issued our report thereon dated February
14, 2002, except for Note 15, as to which the date is March 3, 2002. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index at item 14(a)(2) is the responsibility
of the company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
February 14, 2002.
-11-
EXHIBIT INDEX
Incorporated Herein
Exhibit Description By Reference To
- ------- ----------- ---------------
2.1 Asset Purchase Agreement, Florsheim Exhibit 2.1 to Form
Group, Inc., dated March 3, 2002 10-K for Year Ended
December 31, 2001
3.1 Articles of Incorporation as Restated Exhibit 3.1 to Form
August 29, 1961, and Last Amended 10-K for Year Ended
April 25, 1990 December 31, 1990
3.2 Bylaws as Revised January 21, 1991 Exhibit 3.2 to Form
and Last Amended January 28, 2002 10-K for Year Ended
December 31, 2001
10.1* Consulting Agreement - Thomas W. Exhibit 10.1 to Form
Florsheim, dated December 28, 2000 10-K for Year Ended
December 31, 2001
10.2* Employment Agreement - Thomas W. Exhibit 10.2 to Form
Florsheim, Jr., dated January 1, 1997, 10-K for Year Ended
as amended January 1, 1999 and December 31, 1996, and
January 1, 2004 Amendment No. 1 filed as
Exhibit 10.2 to Form 10-K
for Year Ended December
31, 1998, and Amendment
No. 2 filed as Exhibit 10.2
with this 10-K
10.3* Employment Agreement - John W. Exhibit 10.3 to Form
Florsheim, dated January 1, 1997, 10-K for Year Ended
as amended January 1, 1999 and December 31, 1996, and
January 1, 2004 Amendment No. 1 filed as
Exhibit 10.3 to Form 10-K
for Year Ended December
31, 1998 and Amendment
No. 2 filed as Exhibit
10.3 with this 10-K
10.4* Restated and Amended Deferred Exhibit 10.3 to Form
Compensation Agreement - Thomas W. 10-K for Year Ended
Florsheim, dated December 1, 1995 December 31, 1995
10.5* Restated and Amended Deferred Exhibit 10.4 to Form
Compensation Agreement - Robert 10-K for Year Ended
Feitler, dated December 1, 1995 December 31, 1995
10.6* Excess Benefits Plan - Restated Effective Exhibit 10.6 to Form
as of January 1, 1989 10-K for Year Ended
December 31, 1991
-12-
EXHIBIT INDEX (cont.)
Incorporated Herein
Exhibit Description By Reference To
- ------- ----------- ---------------
10.7* Pension Plan - Amended and Restated Exhibit 10.7 to Form
Effective January 1, 1989 10-K for Year Ended
December 31, 1991
10.8* Deferred Compensation Plan - Effective Exhibit 10.8 to Form
as of January 1, 1989 10-K for Year Ended
December 31, 1991
10.10* Death Benefit Plan Agreement - Exhibit 10.10 to Form
Thomas W. Florsheim, dated 10-K for Year Ended
November 8, 1993 December 31, 1993
10.12* 1996 Nonqualified Stock Option Plan Exhibit 10.12 to Form
10-K for Year Ended
December 31, 1995
10.13* 1997 Stock Option Plan Exhibit 10.13 to Form
10-K for Year Ended
December 31, 1997
10.14* Change of Control Agreement Exhibit 10.14 to Form
John Wittkowske, dated 10-K for Year Ended
January 26, 1998 December 31, 1997
10.15* Change of Control Agreement Exhibit 10.15 to Form
Peter S. Grossman, dated 10-K for Year Ended
January 26, 1998 December 31, 1997
10.16* Change of Control Agreement Exhibit 10.16 to Form
James F. Gorman, dated 10-K for Year Ended
January 26, 1998 December 31, 1997
10.17* Change of Control Agreement Exhibit 10.17 to Form
David N. Couper, dated 10-K for Year Ended
January 26, 1998 December 31, 1997
13 Annual Report to Shareholders
21 Subsidiaries of the Registrant
-13-
EXHIBIT INDEX (cont.)
Incorporated Herein
Exhibit Description By Reference To
- ------- ----------- ---------------
23.1 Independent Auditors' Consent
Dated March 11, 2004
31.1 Certification of Principal Executive Officer
31.2 Certification of Principal Financial Officer
32.1 Section 906 Certification of Chief
Executive Officer
32.2 Section 906 Certification of Chief
Financial Officer
*Management contract or compensatory plan
or arrangement
-14-
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.
WEYCO GROUP, INC.
(Registrant)
By /s/ John Wittkowske March 12, 2004
- ---------------------------------------------------
John Wittkowske, Senior Vice President - Chief Financial Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas W. Florsheim, Jr., John
W. Florsheim, and John Wittkowske, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitutes, may lawfully do or cause to be done
by virtue thereof.
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.
Signatures and Titles Date
--------------------- ----
/s/ Thomas W. Florsheim March 12, 2004
- -------------------------------------------------------------- -------------------------------
Thomas W. Florsheim, Chairman Emeritus
/s/ Thomas W. Florsheim, Jr. March 12, 2004
- -------------------------------------------------------------- -------------------------------
Thomas W. Florsheim, Jr., Chairman of the Board
and Chief Executive Officer
/s/ John W. Florsheim March 12, 2004
- -------------------------------------------------------------- -------------------------------
John W. Florsheim, President and Chief
Operating Officer and Director
/s/ John Wittkowske March 12, 2004
- -------------------------------------------------------------- -------------------------------
John Wittkowske, Senior Vice President, Chief
Financial Officer and Secretary
(Principal Accounting Officer)
/s/ Virgis W. Colbert March 12, 2004
- -------------------------------------------------------------- -------------------------------
Virgis W. Colbert, Director
/s/ Robert Feitler March 12, 2004
- -------------------------------------------------------------- -------------------------------
Robert Feitler, Director
/s/ Leonard J. Goldstein March 12, 2004
- -------------------------------------------------------------- -------------------------------
Leonard J. Goldstein, Director
/s/ Frederick P. Stratton, Jr. March 12, 2004
- -------------------------------------------------------------- -------------------------------
Frederick P. Stratton, Jr., Director
-15-