0001224121-12-000005.txt : 20121010 0001224121-12-000005.hdr.sgml : 20121010 20121010162612 ACCESSION NUMBER: 0001224121-12-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121009 FILED AS OF DATE: 20121010 DATE AS OF CHANGE: 20121010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COLLECTIVE BRANDS, INC. CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 7852335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE INC /DE/ DATE OF NAME CHANGE: 19980903 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC DATE OF NAME CHANGE: 19980421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAVELKA DARREL J CENTRAL INDEX KEY: 0001224121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14770 FILM NUMBER: 121137964 MAIL ADDRESS: STREET 1: 3231 SE SIXTH AVE CITY: TOPEKA STATE: KS ZIP: 66607 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-10-09 1 0001060232 COLLECTIVE BRANDS, INC. PSS 0001224121 PAVELKA DARREL J 3231 S.E. SIXTH AVENUE TOPEKA KS 66607 0 1 0 0 Executive Vice President Common Stock 2012-10-09 4 D 0 58292 21.75 D 0 D Common Stock 2012-10-09 4 D 0 23038 21.75 D 0 I 401(k) and Spouse's Trust Stock Appreciation Right 20.45 2012-10-09 4 D 0 12658 D 2018-03-24 Common Stock 12658 0 D Stock Appreciation Right 11.08 2012-10-09 4 D 0 48125 D 2016-03-26 Common Stock 48125 0 D Stock Appreciation Right 12.45 2012-10-09 4 D 0 15000 D 2015-03-27 Common Stock 15000 0 D Stock Appreciation Right 12.51 2012-10-09 4 D 0 27005 D 2018-11-23 Common Stock 27005 0 D Stock Appreciation Right 12.51 2012-10-09 4 D 0 27005 D 2018-11-23 Common Stock 27005 0 D Performance Share Units 2012-10-09 4 D 0 11219 D Common Stock 11219 0 D Includes the following shares of restricted stock granted under the Collective Brands, Inc. 2006 Stock Incentive Plan (the "CBI SIP"), which pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 1, 2012, among Collective Brands, Inc., WBG-PSS Holdings, LLC, WBG-PSS Merger Sub Inc., and Wolverine World Wide, Inc., were cancelled in exchange for a cash payment of $21.75 per share:7,025 shares of restricted stock granted on March 24, 2011, were scheduled to vest on March 24, 2014; and 4,670 shares of restricted stock granted on March 25, 2010 were scheduled to vest on March 25, 2013. Also includes 11, 219 shares of restricted stock granted under the CBI SIP on March 20, 2012 that were scheduled to vest on March 20, 2015, which were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $21.75 per share, payable after March 20, 2015. Includes approximately 9,288 shares acquired under Collective Brands, Inc. Stock Purchase Plan. Pursuant to the Merger Agreement shares acquired under the Employee Stock Purchase Plan, were cancelled in exchange for a cash payment of $21.75 per share. Includes approximately 8,507 shares held indirectly under the Collective Brands, Inc. 401(k) Profit Sharing Plan (the "Plan") based on a statement provided by the Plan Administrator. Because the Common Stock Fund under the Plan holds both cash and Payless Common Stock, the actual number of shares allocable to each participant's account varies from statement to statement. Includes 14,531 shares held in Trust in Spouse's Name. Pursuant to the Merger Agreement shares held under the Company's 401(k) were cancelled in exchange for a cash payment of $21.75 per share. Includes 12,658 stock appreciation rights granted on March 24, 2011, under the CBI SIP. Pursuant to this award, 4,215 stock appreciation rights vested on March 24, 2012; 4,215 stock appreciation rights were scheduled to vest on March 24, 2013 and 4,228 stock appreciation rights were scheduled to vest on March 24, 2014. Pursuant to the Merger Agreement, these stock appreciation rights were cancelled in exchange for a cash payment of $1.30 per unit, whether vested or unvested, representing the difference between the exercise price of the unit and $21.75 per share. This stock appreciation right was fully vested and cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) $21.75 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the stock appreciation right. Includes 27,005 stock appreciation rights granted on November 23, 2011, under the CBI SIP and were scheduled to vest on November 23, 2014. Pursuant to the Merger Agreement, these stock appreciation rights were cancelled in exchange for a cash payment of $9.24 per unit, whether vested or unvested, representing the difference between the exercise price of the unit and $21.75 per share. Includes 27,005 stock appreciation rights granted on November 23, 2011, under the CBI SIP. Pursuant to this award, 9,001 stock appreciation rights were scheduled to vest on April 1, 2013; 9,002 stock appreciation rights were scheduled to vest on April 1, 2014 and 9,002 stock appreciation rights were scheduled to vest on April 1, 2015. Pursuant to the Merger Agreement, these stock appreciation rights were cancelled in exchange for a cash payment of $9.24 per unit, whether vested or unvested, representing the difference between the exercise price of the unit and $21.75 per share. Includes 11,219 performance share units granted on March 20, 2012 under the CBI SIP. 3,740 performance shares units were scheduled to vest on March 20, 2013, 3.740 performance shares units were scheduled to vest on March 20, 2014, and 3,740 performance shares units were scheduled to vest on March 20, 2015 if performance criteria achieved. Pursuant to the Merger Agreement, these performance share units were cancelled in exchange for a cash payment of $21.75 per unit, payable after the applicable vesting date of such performance share units. Performance units at target are equivalent to one share of Collective Brands, Inc. common stock. Pursuant to the Merger Agreement, any applicable performance vesting schedule was deemed met at the target level. Harold J. Herman II, Attorney-in-fact 2012-10-10 EX-24 2 powerofattorneyrev1.htm POWER OF ATTTORNEY

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael J. Massey and Harold J. Herman II, as the undersigned's true and lawful attorney-in-fact and agent, with full and several power of substitutions, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Form 3, Form 4 or Form 5 and any amendments and supplements to those forms, and to file the same with the Securities and Exchange Commission and with the New York Stock Exchange, 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, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. This power of attorney shall remain in effect until revoked in writing by the undersigned, and any person may rely on its being in effect until such person actually receives such written revocation.

Dated this 24th day of May, 2006.

/s/ Darrel J. Pavelka

State of Kansas )

County of Shawnee ) ss.

On this 24th day of May, 2006, before me appeared Darrel J. Pavelka, to me known to be the person who executed the foregoing instrument and acknowledged that he or she executed the same as his or her free act and deed.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the County_ and State aforesaid, the day and date first above written.

(SEAL) _Deborah A. Ortega

Notary Public

My term expires: 12/2/08_________________________________