SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the second twelve week accounting period ended June 15, 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 1-6024 WOLVERINE WORLD WIDE, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 38-1185150 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN 49351 (Address of Principal Executive Offices) (Zip Code) (616) 866-5500 (Registrant's Telephone Number, including Area Code) 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 twelve (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 ninety (90) days. Yes __X__ No _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. There were 18,493,250 shares of Common Stock, $1 par value, outstanding as of July 23, 1996, of which 557,343 shares are held as Treasury Stock. The shares outstanding have not been adjusted for the 3-for-2 stock split payable on August 16, 1996, on shares outstanding at the close of business on July 26, 1996. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (THOUSANDS OF DOLLARS) <CAPTION> JUNE 15, DECEMBER 30, JUNE 17, 1996 1995 1995 (UNAUDITED) (AUDITED) (UNAUDITED) <S> <C> <C> <C> ASSETS CURRENT ASSETS Cash and cash equivalents $ 8,444 $ 27,088 $ 2,396 Accounts receivable, less allowances June 15, 1996 - $4,648 December 30, 1995 - $3,407 June 17, 1995 - $4,961 81,204 83,392 73,317 Inventories: Finished products 85,699 45,814 70,942 Raw materials and work in process 43,081 42,536 38,917 128,780 88,350 109,859 Other current assets 9,340 15,896 15,098 Net current assets of discontinued operations 32 149 1,403 TOTAL CURRENT ASSETS 227,800 214,875 202,073 PROPERTY, PLANT & EQUIPMENT Gross cost 117,706 109,731 102,215 Less accumulated depreciation 65,473 62,846 64,258 52,233 46,885 37,957 OTHER ASSETS 28,450 21,794 21,854 TOTAL ASSETS $308,483 $283,554 $261,884 </TABLE> See notes to consolidated condensed financial statements. -2- <TABLE> WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED (THOUSANDS OF DOLLARS) <CAPTION> JUNE 15, DECEMBER 30, JUNE 17, 1996 1995 1995 (UNAUDITED) (AUDITED) (UNAUDITED) <S> <C> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable to banks $ 2,969 $ 2,339 $ 2,881 Accounts payable and other accrued liabilities 39,034 35,224 40,626 Current maturities of long-term debt 73 84 120 TOTAL CURRENT LIABILITIES 42,076 37,647 43,627 LONG-TERM DEBT (less current maturities) 42,555 30,594 69,702 OTHER NONCURRENT LIABILITIES 10,370 11,099 10,950 STOCKHOLDERS' EQUITY Common Stock - par value $1, authorized 40,000,000 shares; shares issued (including shares in treasury): June 15, 1996 - 28,537,497 shares December 30, 1995 - 28,173,870 shares June 17, 1995 - 25,473,935 shares 28,537 18,783 16,983 Additional paid-in capital 64,582 70,716 21,651 Retained earnings 130,945 123,593 107,136 Accumulated translation adjustments (351) (324) 340 Unearned compensation (3,504) (1,827) (1,987) Cost of shares in treasury: June 15, 1996 - 547,591 shares December 30, 1995 - 547,913 shares June 17, 1995 - 562,645 shares (6,727) (6,727) (6,518) TOTAL STOCKHOLDERS' EQUITY 213,482 204,214 137,605 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $308,483 $283,554 $261,884 </TABLE> ( ) - Denotes deduction. See notes to consolidated condensed financial statements. -3- <TABLE> WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) (UNAUDITED) <CAPTION> 12 WEEKS ENDED 24 WEEKS ENDED JUNE 15, JUNE 17, JUNE 15, JUNE 17, 1996 1995 1996 1995 <S> <C> <C> <C> <C> NET SALES AND OTHER OPERATING INCOME $ 94,153 $ 86,289 $ 177,995 $ 162,620 Cost of products sold 62,836 58,799 121,355 112,342 GROSS MARGIN 31,317 27,490 56,640 50,278 Selling and administrative expenses 23,162 21,172 43,651 40,085 OPERATING INCOME 8,155 6,318 12,989 10,193 OTHER EXPENSES (INCOME): Interest expense 833 952 1,459 1,653 Interest income (149) (177) (556) (405) Other - net (382) (104) (705) (321) 302 671 198 927 EARNINGS BEFORE INCOME TAXES 7,853 5,647 12,791 9,266 Income taxes 2,420 1,750 3,965 2,872 NET EARNINGS $ 5,433 $ 3,897 $ 8,826 $ 6,394 EARNINGS PER SHARE: Primary $ .19 $ .15 $ .31 $ .25 Fully diluted $ .19 $ .15 $ .31 $ .25 CASH DIVIDENDS PER SHARE $ .027 $ .023 $ .053 $ .045 SHARES USED FOR NET EARNINGS PER SHARE COMPUTATION: Primary 28,445,246 25,320,441 28,331,140 25,168,896 Fully diluted 28,523,082 25,320,441 28,451,719 25,234,939 </TABLE> See notes to consolidated condensed financial statements. -4- <TABLE> WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (THOUSANDS OF DOLLARS) (UNAUDITED) <CAPTION> 24 WEEKS ENDED JUNE 15, JUNE 17, 1996 1995 <S> <C> <C> OPERATING ACTIVITIES Net earnings $ 8,826 $ 6,394 Depreciation, amortization and other non-cash items (161) 1,696 Unearned compensation (1,677) (674) Changes in operating assets and liabilities: Accounts receivable 12,676 (2,648) Inventories (31,275) (30,834) Other current assets 1,275 (608) Accounts payable and other accrued liabilities 2,074 (658) NET CASH USED IN OPERATING ACTIVITIES (8,262) (26,658) FINANCING ACTIVITIES Proceeds from long-term borrowings 12,000 38,181 Payments of long-term borrowings (50) (12,145) Proceeds from short-term borrowings 630 3,449 Payments of short-term borrowings (2,000) Cash dividends (1,474) (1,131) Proceeds from shares issued under employee stock plans 3,620 1,797 NET CASH PROVIDED BY FINANCING ACTIVITIES 14,726 28,151 INVESTING ACTIVITIES Purchase of business product line (22,750) Additions to property, plant and equipment (5,841) (5,187) Net decrease in notes receivable 3,796 4,031 Other (313) (216) NET CASH USED IN INVESTING ACTIVITIES (25,108) (2,046) DECREASE IN CASH AND CASH EQUIVALENTS (18,644) (553) Cash and cash equivalents at beginning of year 27,088 2,949 CASH AND CASH EQUIVALENTS AT END OF SECOND ACCOUNTING PERIOD $ 8,444 $ 2,396 </TABLE> -5- ( ) - Denotes reduction in cash and cash equivalents. See notes to consolidated condensed financial statements. -6- WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 15, 1996 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995. Certain amounts in 1995 have been reclassified to conform with the presentation used in 1996. NOTE B - FLUCTUATIONS The Company's sales are seasonal, particularly in its major divisions, The Hush Puppies Company, the Wolverine Footwear Group and the Wolverine Slipper Group. Seasonal sales patterns and the fact that the fourth quarter has sixteen or seventeen weeks as compared to twelve weeks in each of the first three quarters cause significant differences in sales and earnings from quarter to quarter. These differences, however, follow a consistent pattern each year. NOTE C - BUSINESS ACQUISITION On March 22, 1996, the Company consummated the acquisition of certain net assets of the Hy-Test product line from The Florsheim Shoe Company. The preliminary purchase price at the closing date was $22,750,000 in cash and has been allocated to the related assets and liabilities at June 15, 1996. A final purchase price allocation will be completed in future periods based on the review and agreement of both parties on the final closing balance sheet. NOTE D - COMMON STOCK On July 11, 1996, the Company announced a 3-for-2 stock split on shares outstanding on July 26, 1996 payable on August 16, 1996. All share and per share data have been retroactively adjusted for the increased shares resulting from the stock split. -7- NOTE E - EARNINGS PER SHARE Primary earnings per share are computed based on the weighted average shares of common stock outstanding during each period assuming that the stock split described in Note D had been completed at the beginning of the earliest period presented. Common stock equivalents (stock options) are included in the computation of primary and fully diluted earnings per share. -8- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - COMPARISONS OF SECOND QUARTER AND YEAR-TO-DATE 1996 TO SECOND QUARTER AND YEAR-TO-DATE 1995 Second quarter net sales and other operating income of $94.2 million for 1996 exceeded 1995 levels by $7.9 million (a 9.1% increase), and 1996 year-to-date net sales and other operating income of $178.0 million compares to $162.6 million recorded for the comparable period of 1995 (a 9.5% increase). The strong performance of the Wolverine Footwear Group continued, accounting for $7.0 million of the increase in quarterly net sales and other operating income and $9.2 million of the year-to-date increase. United States Department of Defense shipments accounted for $2.7 million and $7.5 million of the quarterly and year-to-date increases, respectively, helping to offset a $2.0 million second quarter decrease in the Wolverine Slipper Group. Second quarter sales in the Hush Puppies Wholesale Division remained flat resulting from the continued soft retail climate. The Wolverine Leather Division recognized slight sales increases for the quarter. Gross margin as a percentage of net sales and other operating income for the second quarter of 1996 was 33.3% compared to 31.9% for the comparable period of the prior year. Year-to-date gross margin of 31.8% for 1996 compared to 30.9% for the same period in 1995. Improved margins were recorded in the Wolverine Footwear Group through increased licensing revenues and manufacturing and sourcing efficiencies. The Wolverine Leather Division continued its strong performance, reporting a year-to- date 3.7 percentage point increase in gross margin. This increase was attributable to a more favorable product mix, higher production levels and continued control of overhead costs. Selling and administrative expenses of $23.2 million (24.6% of net sales and other operating income) for the second quarter of 1996 remained relatively consistent with the 1995 second quarter level of $21.2 million (24.5% of net sales and other operating income). Year-to-date selling and administrative expenses of $43.7 million (24.5% of net sales and other operating income) in 1996 are also comparable to $40.1 million (24.6% of net sales and other operating income) in 1995. Year-to- date selling, advertising and distribution costs associated with the increased sales volume combined with advertising and promotional investments for the Wolverine Footwear Group accounted for $3.3 million of the increase. Hush Puppies Wholesale Division distribution costs have decreased 11.1% from $1.9 million to $1.7 million, reflecting cost savings of the Company's incentive wage program and elimination of temporary warehousing costs. Interest expense for the second quarter of 1996 was $0.8 million, compared to $1.0 million for the same period of 1995. Year-to-date interest expense for 1996 and 1995 was $1.5 million and $1.7 million, respectively. The -9- decrease in interest expense for the second quarter and year-to-date for 1996 as compared to 1995 was primarily a result of the equity offering in the fourth quarter of 1995, discussed below, which decreased borrowings and increased interest income. The effective income tax rate on net earnings remained consistent on a year-to-date basis in 1996 compared to the 1995 level (31.0% in both 1996 and 1995). The effective tax rate reflects the anticipated annualized rate for the Company giving consideration to the non-taxable net earnings of foreign subsidiaries. Net earnings of $5.4 million ($.19 per share, post split) for the twelve weeks ended June 15, 1996 compared favorably to earnings of $3.9 million ($.15 per share, post split) for the respective period of 1995 (a 39.4% increase). Year-to-date net earnings of $8.8 million ($.31 per share, post split) in 1996 compared with earnings of $6.4 million ($.25 per share, post split) for the same period of 1995 (a 38.0% increase). Increased earnings are primarily a result of the items noted above. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Accounts receivable of $81.2 million at June 15, 1996 reflects an increase of $7.9 million over the balance at June 17, 1995 and a decrease of $2.2 million over the balance at December 30, 1995. Inventories of $128.8 million at June 15, 1996 reflect an increase of $18.9 million and $40.4 million over the balances at June 17, 1995 and December 30, 1995, respectively. The increases in accounts receivable and inventories were due primarily to the acquisition of the assets of the Hy-Test Division of The Florsheim Shoe Company. Excluding the Hy-Test Division additions, inventories at June 15, 1996 increased 8.9% over the June 17, 1995 balance, which is in line with the 9.5% sales growth discussed above. Second quarter order backlogs have increased 26.4% when compared to 1995, supporting the requirement for increased inventories. Other current assets of $9.3 million at June 15, 1996 reflect a decrease of $6.6 million and $5.8 million as compared to December 30, 1995 and June 17, 1995, respectively. The decreases were primarily a result of the collection of the final $4.0 million payment due on notes receivable related to the 1992 disposition of the Brooks athletic footwear business. Additions to property, plant and equipment of $5.8 million in the first half of 1996 compares to $5.2 million reported during the same period in 1995. The majority of these expenditures relate to the modernization of corporate facilities, expansion of warehouse facilities and purchases of manufacturing equipment necessary to continue to upgrade the Company's footwear and leather manufacturing facilities which will enhance the Company's ability to respond to product demand on a timely and cost- effective basis. -10- Short-term debt of $3.0 million at June 15, 1996 compared to $2.9 million at June 17, 1995 and $2.3 million at December 30, 1995. Long-term debt, excluding current maturities, of $42.6 million at June 15, 1996 compares to $69.7 million and $30.6 million at June 17, 1995 and December 30, 1995, respectively. The decrease in long-term debt levels from June 17, 1995 is attributable to the pay down of the Company's revolving credit facility with funds generated by the November 1995 equity offering discussed below. It is expected that continued growth of the Company will require increases in capital funding over the next several years. The Company is currently evaluating its capital requirements in order to assure that proper credit facilities are available. The combination of credit facilities and cash flows from operations are expected to be sufficient to meet future capital needs. The 1996 second quarter dividend declared of $.027 per share of common stock represents a 14.3% increase over the $.023 per share declared for the second quarter of 1995. The second quarter 1996 dividend is payable August 1, 1996 to stockholders of record on July 1, 1996. Additionally, shares issued under stock incentive plans provided cash of $3.6 million during the first two quarters of 1996 compared to $1.8 million for the same period in 1995. On July 11, 1996, the Company announced a 3-for-2 stock split on shares outstanding of the close of business on July 26, 1996. All share and per share data have been retroactively adjusted for the 3-for-2 stock split payable on August 16, 1996. The Company further strengthened its financial position in 1995 through a successful public offering of 1,737,500 shares of common stock at $29.875 per share (pre-split). The $48.9 million of net proceeds from this offering were used in part to reduce debt in the fourth quarter of 1995 and to acquire certain assets of the Hy-Test work, safety and occupational footwear business of The Florsheim Shoe Company for approximately $22,750,000 at the end of the first quarter 1996. INFLATION Inflation has not had a significant effect on the Company over the past three years nor is it expected to have a significant effect in the foreseeable future. The Company continuously attempts to minimize the effect of inflation through cost reductions and improved productivity. -11- PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES On April 17, 1996, the Company held its 1996 Annual Meeting of Stockholders. At the meeting, the stockholders voted to approve an amendment to the Company's Certificate of Incorporation to increase the Company's authorized capital from 25,000,000 shares of Common Stock, $1.00 par value per share ("Common Stock"), to 40,000,000 shares of Common Stock. All of the additional shares resulting from the increase in the Company's authorized Common Stock are of the same class, with the same dividend, voting and liquidation rights, as shares of Common Stock previously outstanding. The Company's authorized capital also includes 2,000,000 shares of preferred stock, none of which is currently outstanding. The newly authorized shares of Common Stock are unreserved and available for issuance. No further stockholder authorization is required prior to the issuance of such shares by the Company. Stockholders have no preemptive rights to acquire shares issued by the Company under its Certificate of Incorporation, and stockholders did not acquire any such rights with respect to such additional shares of Common Stock under the amendment to the Company's Certificate of Incorporation. Under some circumstances, the issuance of additional shares of Common Stock could dilute the voting rights, equity and earnings per share of existing stockholders. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On April 17, 1996, the Company held its 1996 Annual Meeting of Stockholders. The purposes of the meeting were: to elect two Directors for three-year terms expiring in 1999; to consider and approve an amendment to the Company's Certificate of Incorporation to increase the amount of authorized capital from 25,000,000 shares of Common Stock to 40,000,000 shares of Common Stock; and to consider and ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the current fiscal year. Two candidates nominated by management were elected by the stockholders to serve as Directors of the Company at the meeting. The following sets forth the results of the voting with respect to each candidate: -12- <TABLE> <CAPTION> NAME OF CANDIDATE SHARES VOTED <S> <C> <C> <C> Daniel T. Carroll For 15,836,922 Authority Withheld 44,322 Broker Non-Votes 0 Phillip D. Matthews For 15,844,534 Authority Withheld 36,710 Broker Non-Votes 0 </TABLE> The following persons remained as Directors of the Company with terms expiring in 1998: Geoffrey B. Bloom, David T. Kollat, David P. Mehney, and Timothy J. O'Donovan. The following persons remained as Directors of the Company with terms expiring in 1997: Alberto L. Grimoldi, Joseph A. Parini, Joan Parker, and Elizabeth A. Sanders. The stockholders also voted to approve the amendment to the Certificate of Incorporation to increase the amount of authorized capital stock as described in Item 2 of Part II of this Report on Form 10-Q. The following sets forth the results of the voting with respect to this matter: <TABLE> <CAPTION> SHARES VOTED <S> <C> <C> For 14,768,418 Against 1,055,704 Abstentions 27,872 Broker Non-votes 38,450 </TABLE> The stockholders also voted to approve the appointment of Ernst & Young LLP by the Board of Directors as independent auditors of the Company for the current fiscal year. The following sets forth the results of the voting with respect to this matter: <TABLE> <CAPTION> SHARES VOTED <S> <C> <C> For 15,847,811 Against 18,180 Abstentions 15,253 Broker Non-votes 9,200 </TABLE> -13- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS. The following documents are filed as exhibits to this Report on Form 10-Q: EXHIBIT NUMBER DOCUMENT 3.1 Certificate of Incorporation, as amended. 3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995. Here incorporated by reference. 4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above. 4.2 Rights Agreement dated as of May 7, 1987, as amended and restated as of October 24, 1990. Previously filed with Amendment No. 1 to the Company's Form 8-A filed November 13, 1990. Here incorporated by reference. This agreement has been amended by the Second Amendment to Rights Agreement included as Exhibit 4.6 below. 4.3 Amended and Restated Credit Agreement dated as of October 13, 1994 with NBD Bank, N.A. as Agent. Previously filed as Exhibit 4(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. Here incorporated by reference. 4.4 Note Agreement dated as of August 1, 1994 relating to 7.81% Senior Notes. Previously filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the period ended September 10, 1994. Here incorporated by reference. 4.5 The Registrant has several classes of long-term debt instruments outstanding in addition to that described in Exhibit 4.4 above. The amount of none of these classes of debt exceeds 10% of the Company's total consolidated assets. The Company agrees to furnish copies of any agreement defining the rights of holders of any such long-term indebtedness to the Securities and Exchange Commission upon request. 4.6 Second Amendment to Rights Agreement made as of October 28, 1994 (amending the Rights Agreement included as Exhibit 4.2 above). Previously filed as Exhibit 4(f) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. Here incorporated by reference. -14- EXHIBIT NUMBER DOCUMENT 10.1 Supplemental Executive Retirement Plan, as amended. 10.2 Wolverine World Wide, Inc. Outside Directors' Deferred Compensation Plan. 27 Financial Data Schedule. (b) REPORT ON FORM 8-K. No reports on Form 8-K were filed during the period for which this report is filed. -15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES JULY 30, 1996 /S/GEOFFREY B. BLOOM Date Geoffrey B. Bloom Chairman and Chief Executive Officer (Duly Authorized Signatory for Registrant) JULY 30, 1996 /S/STEPHEN L. GULIS, JR. Date Stephen L. Gulis, Jr. Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Duly Authorized Signatory for Registrant) -16- EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT 3.1 Certificate of Incorporation, as amended. 3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995. Here incorporated by reference. 4.1 Certificate of Incorporation, as amended. See Exhibit 3.1 above. 4.2 Rights Agreement dated as of May 7, 1987, as amended and restated as of October 24, 1990. Previously filed with Amendment No. 1 to the Company's Form 8-A filed November 13, 1990. Here incorporated by reference. This agreement has been amended by the Second Amendment to Rights Agreement included as Exhibit 4.6 below. 4.3 Amended and Restated Credit Agreement dated as of October 13, 1994 with NBD Bank, N.A. as Agent. Previously filed as Exhibit 4(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. Here incorporated by reference. 4.4 Note Agreement dated as of August 1, 1994 relating to 7.81% Senior Notes. Previously filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the period ended September 10, 1994. Here incorporated by reference. 4.5 The Registrant has several classes of long-term debt instruments outstanding in addition to that described in Exhibit 4.4 above. The amount of none of these classes of debt exceeds 10% of the Company's total consolidated assets. The Company agrees to furnish copies of any agreement defining the rights of holders of any such long-term indebtedness to the Securities and Exchange Commission upon request. 4.6 Second Amendment to Rights Agreement made as of October 28, 1994 (amending the Rights Agreement included as Exhibit 4.2 above). Previously filed as Exhibit 4(f) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. Here incorporated by reference. 10.1 Supplemental Executive Retirement Plan, as amended. 10.2 Wolverine World Wide, Inc. Outside Directors' Deferred Compensation Plan. 27 Financial Data Schedule.