-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQK84rtCGyPCZN/7+JCqEsWwPtEUw5WtYOBbPn7QCFakFO1cE1quSWq9t5uamZ+E 3aemmuDPZqWviON0IUyQXA== 0000916002-98-000030.txt : 19980605 0000916002-98-000030.hdr.sgml : 19980605 ACCESSION NUMBER: 0000916002-98-000030 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980603 EFFECTIVENESS DATE: 19980603 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-50671-99 FILM NUMBER: 98642085 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 9132335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 S-8 POS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION On June 3, 1998 Registration Statement No. 333-50671 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PAYLESS SHOESOURCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 43-1813160 (State of Incorporation) (I.R.S. Employer Identification No.) 3231 E. 6th Street, Topeka, Kansas 66607-2207 (Address of Principal Executive Offices) (Zip Code) PAYLESS SHOESOURCE, INC. DEFERRED COMPENSATION PLAN (Full Title of Plan) William J. Rainey Senior Vice President, Secretary and General Counsel PAYLESS SHOESOURCE, INC. 3231 E. 6th Street Topeka, Kansas 66607-2207 (913) 233-5171 (Name, Address and Telephone Number of Agent for Service) Copies to: Carl W. Struby Lathrop & Gage L.C. 2345 Grand Boulevard, Suite 2800 Kansas City, Missouri 64108 (816) 460-5834 Part I The Section 10(a) prospectus relating to the Payless ShoeSource, Inc. Deferred Compensation Plan, as amended (the "Plan") is omitted from this Registration Statement pursuant to the Note to the Instructions to Part I of Form S-8. Part II Information Required in the Registration Statement Effective June 1, 1998, the Registrant's predecessor (also named Payless ShoeSource, Inc. and referred to herein as the "Predecessor") reorganized its corporate structure into a "holding company" form of organizational structure by merging (the "Merger") with Payless Merger Corp., a newly-formed, wholly-owned indirect subsidiary of the Predecessor and a direct subsidiary of the Registrant. Predecessor was the surviving company in the Merger, and in the Merger, each share of common stock of the Predecessor was automatically converted into one share of Common Stock, par value $.01 per share, of Registrant. As a result of the Merger, the Registrant became the holding company and the successor issuer to the Predecessor. In connection with the Merger, the Registrant assumed the obligations of the Predecessor as sponsor of the Plan. This post-effective amendment is filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), to reflect the adoption by Registrant of this Registration Statement, as well as the Plan to which it relates, as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended. Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference: (a) Annual Report of Payless ShoeSource, Inc. on Form 10-K (File No. 1-11633) for the Fiscal Year ended January 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed by Payless ShoeSource, Inc. pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since January 31, 1998. (c) The description of the Registrant's Common Stock and related Rights contained under the captions "New Payless Capital Stock" and "Possible Anti-takeover Effect of Certain Provisions of the New Payless Charter, the New Payless Bylaws and the DGCL" at pages 13-17 of the Registrant's Registration Statement on Form S-4 (File No. 333-50577). 2 In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified and amended, to constitute part of this Registration Statement. Item 4. Description of Securities. Deferred Compensation Payment Obligation Under the Plan, the Registrant provides certain key employees the opportunity to defer specified portions of their annual bonus until April 1 of the following fiscal year and defer other compensation until a later date, but generally not before the earlier of the employee's retirement, termination of employment or death (or prior occurrence of a severe financial hardship as provided in the Plan). Under certain circumstances, such as (i) a Change in Control (as defined in the Plan) or (ii) if the Committee administering the Plan determines acceleration of payment is in the best interests of the Registrant, the participants and their beneficiaries, payment can be accelerated. The obligation of the Registrant to distribute the compensation deferred (the "Deferred Compensation Payment Obligation") is an unsecured general obligation of the Registrant to pay the deferred compensation in the future in accordance with the terms of the Plan, and ranks pari passu with other unsecured general obligations of the Registrant. Participants choose from one of two options for the purpose of investing deferred compensation: Cash Units or Stock Units. Participants may have their deferred compensation credited in Cash Units or in Stock Units or in both Cash Units and Stock Units. Cash Unit Under the Plan, if a participant elects Cash Units, the participant's account will be credited with one Cash Unit for each dollar of deferred compensation. Interest in the form of additional Cash Units is credited to the participant's account each April 1 at a rate of interest equal to the average yield on long-term U.S. Government Bonds for the preceding calendar year. Deferred compensation will begin earning interest when the deferral is credited to the participant's account on the April 1 following the year of deferral. 3 Stock Unit Under the Plan, if a participant elects Stock Units, the participant's account will be credited with the number of whole Stock Units equivalent in value to the participant's deferred compensation. For converting dollars to Stock Units, the value of a Stock Unit is deemed to be equal to the average closing price of the Registrant's Common Stock on the New York Stock Exchange during the February immediately preceding the April 1 crediting date. The Stock Units are only a bookkeeping entry and not an actual purchase of the Registrant's Common Stock. The value of Stock Units will fluctuate based on changes in the value of Registrant's Common Stock. To the extent that dividends are paid on Registrant's Common Stock, a like amount (less any fractional shares) will be added to the participant's account and reinvested in Stock Units. This right to accrue earnings (or losses) based on the fluctuations in the value of Registrant's Common Stock may be deemed to be a "security" under the Securities Act and, as such, is being registered on this Registration Statement on Form S-8. The Committee administering the Plan may elect in its sole discretion to make payments with respect to Stock Units in cash or in the Registrant's Common Stock or in both cash and the Registrant's Common Stock. The shares of Registrant's Common Stock that may be issued under such election is also being registered on this Registration Statement on Form S-8. Reallocation of Cash Units or Stock Units Subject to Committee approval, until December 31, 1998 and prior to the year in which such change is to become effective a participant may elect to have all or a portion of the participant's Cash Units reallocated and credited to the participant's Stock Unit account, or all or a portion or the participant's Stock Units reallocated and credited to the participant's Cash Unit account. Any such reallocation shall occur as of the April 1 following the year in which the participant's election to reallocate was made. Distributions Distributions will be in cash, except that the Committee administering the Plan may, if the participant has elected to invest deferred compensation in Stock Units, elect in its sole discretion to make payments either in cash or in the Registrant's Common Stock or in both cash and the Registrant's Common Stock. If a distribution is in stock, Stock Units are converted to shares of the Registrant's Common Stock on a one-to-one basis. If a distribution is in cash, the value of a Stock Unit is deemed to be equal to the average closing price of the Registrant's Common Stock on the New York Stock Exchange during the month of February next preceding the date of distribution. Except with respect to distributions of annual bonuses that have been deferred until April 1 of the following fiscal year, the Committee administering the Plan has discretion as to whether the distributions will be made in a lump sum payment or payments in annual installments. 4 Modification The Plan may be amended, modified or terminated by the Registrant's Board of Directors, except that no change may be made without the approval of the shareholders of the Registrant's Common Stock (i) in the maximum number of Stock Units deliverable or allocable in respect of any fiscal year under the Plan or (ii) in certain provisions of the Plan relating to the method of determining the number of Stock Units allocable to a Participant. Item 5. Interests of Named Experts and Counsel. William J. Rainey, Senior Vice President and General Counsel of the Registrant, has given an opinion to the Registrant opining as to the validity of the securities being issued pursuant to the Plan. Mr. Rainey is eligible to participate in the Plan. Item 6. Indemnification of Directors and Officers. Registrant's Restated Certificate of Incorporation (the "Charter") provides that it will indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action or suit by or in the right of Registrant) by reason of the fact that such person is or was a director, officer, employee or agent of Registrant or is or was serving at the request of Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suite or proceeding, but in each case only if and to the extent permitted under applicable state or federal law. Expenses, including attorneys' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by Registrant in advance of the final disposition of such action, suit or proceeding upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by Registrant. The Charter further states that the right to indemnification and advancement of expenses provided therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, and personal representatives of such a person. Section 145 of the Delaware General Corporation Law ("DGCL") permits a corporation to indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with 5 respect to any criminal action or proceeding, had no eason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation,indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant, officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. As permitted by Section 102(b) (7) of the DGCL, the Charter provides that no director of Registrant will be liable to Registrant or its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to Registrant or its shareowners; (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (3) under Section 174 of the DGCL; or (4) for any transaction from which a director derived an improper benefit. Registrant has entered into indemnification agreements with each director and certain executive officers of Registrant. Generally, each indemnification agreement provides, among other things, (i) for indemnification to the fullest extent permitted by law against all expenses, judgments, fines, penalties incurred in connection with, and amounts paid in settlement of, any claim against the indemnified party, provided it is determined pursuant to the agreement that the indemnitee is entitled to be indemnified under the applicable standard of conduct under the DGCL; (ii) for advancement of expenses to the indemnitee in connection with the indemnitee's defense of any threatened or pending claim, provided that if it is determined pursuant to the agreement that the indemnitee would not be permitted to be indemnified under applicable law, Registrant shall be entitled to be reimbursed by the indemnitee for all such amounts previously paid; (iii) for the creation of a trust for the benefit of the indemnitee in the event of a potential change in control of Registrant which shall be funded from time to time at the request of the indemnitee in an amount sufficient to satisfy Registrant's indemnification obligations under the agreement; and (iv) that no legal action be brought and no cause of action be asserted by or on behalf of Registrant against the indemnitee after the expiration of the earlier of the applicable statute of limitations or two years after the date of accrual of such cause of action. Similar indemnification agreements may be entered into from time to time with additional officers of Registrant. In addition, Registrant has purchased a directors and officers liability insurance policy. Item 7. Exemption from Registration Claimed. Not applicable. 6 Item 8. Exhibits. 3.1 Restated Certificate of Incorporation of Registrant (Incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). 3.2 Bylaws of Registrant (Incorporated herein by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). 4 Registrant's Stockholder Rights Protection Agreement (Incorporated herein by reference to Exhibit 4 to Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). *5 Opinion of Counsel as to legality of the securities being registered hereby. *23.1 Consent of Arthur Andersen LLP *23.2 Consent of Counsel (included in the opinion filed as Exhibit 5 to this Registration Statement) *24 Powers of Attorney 99 Payless ShoeSource, Inc. Deferred Compensation Plan, as amended April 20, 1998 (incorporated by reference from Exhibit 99.4 of Registrant's Current Report on Form 8-K filed (File No. 333-50577) June 3, 1998). * Filed Herewith ** Previously Filed Item 9. Undertakings. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, 7 individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs 1.(a)(i) and 1.(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Topeka, State of Kansas, on the 2nd day of June, 1998. PAYLESS SHOESOURCE, INC. By: /s/Ullrich E. Porzig Name: Ullrich E. Porzig Title: Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/Steven J. Douglass* Director, Chairman of the Board June 2, 1998 Steven J. Douglass and Chief Executive Officer (Principal Executive Officer) /s/Richard A. Jolosky* Director and President June 2, 1998 Richard A. Jolosky /s/Ullrich E. Porzig Senior Vice President and Chief June 2, 1998 Ullrich E. Porzig Financial Officer (Principal Financial Officer) /s/Ronald A. Cooperman* Controller June 2, 1998 Ronald A. Cooperman /s/Howard R. Fricke* Director June 2, 1998 Howard R. Fricke /s/Thomas A. Hays* Director June 2, 1998 Thomas A. Hays 9 /s/Michael E. Murphy* Director June 2, 1998 Michael E. Murphy /s/Richard L. Stark Director June 2, 1998 Richard L. Stark /s/Daniel Boggan, Jr. Director June 2, 1998 Daniel Boggan, Jr. /s/Mylle B. Mangum Director June 2, 1998 Mylle B. Mangum By: /s/Ullrich E. Porzig Ullrich E. Porzig Attorney-in-Fact 10 EXHIBIT INDEX 3.1 Restated Certificate of Incorporation of Registrant (Incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). 3.2 Bylaws of Registrant (Incorporated herein by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). 4 Registrant's Stockholder Rights Protection Agreement (Incorporated herein by reference to Exhibit 4 to Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). *5 Opinion of Counsel as to legality of the securities being registered hereby. *23.1 Consent of Arthur Andersen LLP *23.2 Consent of Counsel (included in the opinion filed as Exhibit 5 to this Registration Statement). *24 Powers of Attorney 99 Payless ShoeSource, Inc. Deferred Compensation Plan, as amended April 20, 1998 (incorporated by reference from Exhibit 99.4 of Registrant's Current Report on Form 8-K (File No. 333-50577) filed June 3, 1998). * Filed Herewith ** Previously Filed 11 EX-5 2 Exhibit 5 Payless ShoeSource, Inc. 3231 East 6th Street P.O. Box 1189 Topeka, Kansas 66601-1189 (785) 233-5171 William J. Rainey Law Department Senior Vice President (785) 295-2434 General Counsel & Secretary (785) 368-7524 FAX June 2, 1998 Gentlemen: I am Senior Vice President and General Counsel of Payless ShoeSource, Inc., a Delaware corporation (the "Company"). In that capacity, I have acted as counsel for the Company in connection with the amendments (the "Amendments") on Form S-8 (Reg. Nos. 333-25877 (relating to the Company's 1996 Stock Incentive Plan (the "1996 SIP")) and 333-50671 (relating to the Company's Deferred Compensation Plan (the "Deferred Plan"), and together with the 1996 SIP (the "Plans")), of shares of common stock, par value of $.01 per share, of the Company (the "Shares"). The Amendments are being filed to recognize the succession of the Company to Payless ShoeSource, Inc., a Missouri corporation ("PSS") pursuant to the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 20, 1998 by and among PSS, the Company and Payless Merger Corp., a wholly-owned subsidiary of the Company. In connection with the Amendments, I, or attorneys under my supervision, have examined the originals, or certified, conformed or reproduction copies of: (i) resolutions of the Board of Directors; (ii) the Amendments; (iii) the Plans; (iv) the Amended and Restated Certificate of Incorporation of the Company; and (v) the Amended and Restated Bylaws of the Company. I, or attorneys under my supervision, have also made such other factual and legal investigations as I have deemed necessary and appropriate in order to render the opinion hereinafter expressed. In such examination, I, or attorneys under my supervision have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified copies or photocopies. As to any facts material to the opinion set forth below which were not independently established or verified, I, or attorneys under my supervision have relied upon state-ments and representations of officers and other representatives of the Company and others. Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, I am of the opinion that the Shares to be issued, sold and delivered under the respective Plans will, when so issued, sold and delivered pursuant to the provisions of the respective Plan, be validly issued, fully paid and nonassessable. I hereby consent to the filing or incorporation by reference of this opinion as an exhibit to the Amendments and to all references to the undersigned in the Amendments and all further amendments to any of the Amendments. The opinion expressed herein is solely for your benefit and may not be relied upon in any manner or for any purpose by any other person or entity. It may not be quoted in whole or in part without my prior consent. Very truly yours, /s/William J. Rainey EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Amendment No. 1 to registration statement on Form S-8 (File No. 333-50671) of our report dated February 20, 1998, incorporated by reference in the Payless ShoeSource, Inc. Form 10-K for the year ended January 31, 1998, and to all references to our firm included in this registration statement. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP St. Louis, Missouri June 2, 1998 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Steven J, Douglass, Ullrich E. Porzig, and William J. Rainey, and each or any one of them acting alone, as his true and lawful attorney-in-fact and agent, with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign PostEffective Amendment No. 1 relating to Registration Statement 333-25877 respecting the Payless ShoeSource, Inc. 1996 Stock Incentive Plan, Post-Effective Amendment No. 1 to Registration Statement 333-30371 respecting the Payless ShoeSource, Inc. Stock Ownership Plan, Post-Effective Amendment No. 2 relating to Registration Statement No. 333-28483 respecting the Payless ShoeSource, Inc. Profit Sharing Plan and the Payless ShoeSource, Inc. Profit Sharing Plan for Puerto Rico Associates, and Post-Effective Amendment No. 1 relating to Registration Statement No. 333-50671 relating to the Payless ShoeSource, Inc. Deferred Compensation Plan, and any and all further post-effective amendments to any such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 to perfect and complete such filing(s), as fully to all the intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue thereof. Dated this 22nd day of May, 1998 /s/ Steven J. Douglass /s/ Ullrich E. Porzig /s/ Howard R. Fricke /s/ Thomas A. Hays /s/ Michael E. Murphy /s/ Richard L. Stark /s/ Daniel Boggan Jr /s/ Mylle B. Mangum /s/ Ronald A. Cooperman -----END PRIVACY-ENHANCED MESSAGE-----