-----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, L0aCu6msW+0BPUMvznmiLnN+JQOQxb4N0HRsor/ZoZqPM9b30Of/jFmIKcAwUY6T OQyyCJrkDUX0yIVZjJfxlQ== 0000897069-02-000318.txt : 20020422 0000897069-02-000318.hdr.sgml : 20020422 ACCESSION NUMBER: 0000897069-02-000318 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020522 FILED AS OF DATE: 20020422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACROSSE FOOTWEAR INC CENTRAL INDEX KEY: 0000919443 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 391446816 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23800 FILM NUMBER: 02616596 BUSINESS ADDRESS: STREET 1: 1319 ST ANDREW ST CITY: LACROSSE STATE: WI ZIP: 54603 BUSINESS PHONE: 6087823020 MAIL ADDRESS: STREET 1: 1319 ST ANDREW ST CITY: LA CROSSE STATE: WI ZIP: 54603 DEF 14A 1 pdm307a.txt DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 LACROSSE FOOTWEAR, INC. --------------------------- (Name of Registrant as Specified in its Charter) ----------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: LACROSSE FOOTWEAR, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held May 22, 2002 To the Shareholders of LaCrosse Footwear, Inc.: NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of LaCrosse Footwear, Inc. will be held on Wednesday, May 22, 2002, at 9:30 A.M., local time, at the Company's Rainfair Industrial Division, 3600 South Memorial Drive, Racine, Wisconsin 53403, for the following purposes: 1. To elect two directors to hold office until the 2005 annual meeting of shareholders and until their successors are duly elected and qualified. 2. To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. The close of business on March 22, 2002, has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. A proxy for the meeting and a proxy statement are enclosed herewith. By Order of the Board of Directors LACROSSE FOOTWEAR, INC. David P. Carlson Secretary Portland, Oregon April 22, 2002 YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS THEREON AND RETURN IMMEDIATELY. LACROSSE FOOTWEAR, INC. 18550 N.E. Riverside Parkway Portland, Oregon 97230 PROXY STATEMENT For ANNUAL MEETING OF SHAREHOLDERS To Be Held May 22, 2002 This proxy statement is being furnished to shareholders by the Board of Directors (the "Board") of LaCrosse Footwear, Inc. (the "Company") beginning on or about April 22, 2002, in connection with a solicitation of proxies by the Board for use at the annual meeting of shareholders to be held on Wednesday, May 22, 2002, at 9:30 A.M., local time, at the Company's Rainfair Industrial Division, 3600 South Memorial Drive, Racine, Wisconsin 53403 and all adjournments or postponements thereof (the "Annual Meeting") for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. Execution of a proxy given in response to this solicitation will not affect a shareholder's right to attend the Annual Meeting and to vote in person. Presence at the Annual Meeting of a shareholder who has signed a proxy does not in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any time before it is exercised by giving notice thereof to the Company in writing or in open meeting. A proxy, in the enclosed form, which is properly executed, duly returned to the Company and not revoked will be voted in accordance with the instructions contained therein. The shares represented by executed but unmarked proxies will be voted FOR the two persons nominated for election as directors referred to herein, and on such other business or matters that may properly come before the Annual Meeting in accordance with the best judgment of the persons named as proxies in the enclosed form of proxy. Other than the election of directors, the Board has no knowledge of any matters to be presented for action by the shareholders at the Annual Meeting. Only holders of record of the Company's common stock, $.01 par value (the "Common Stock"), at the close of business on March 22, 2002, are entitled to vote at the Annual Meeting. On that date, the Company had outstanding and entitled to vote 5,874,449 shares of Common Stock, each of which is entitled to one vote per share. -1- ELECTION OF DIRECTORS The Company's By-Laws provide that the directors shall be divided into three classes, with staggered terms of three years each. At the Annual Meeting, the shareholders will elect two directors to hold office until the 2005 annual meeting of shareholders and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the two persons named as nominees herein. The Board has no reason to believe that any of the listed nominees will be unable or unwilling to serve as a director if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board. Directors will be elected by a plurality of the votes cast at the Annual Meeting (assuming a quorum is present). Consequently, any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of directors. Votes will be tabulated by an inspector of election appointed by the Board. The following sets forth certain information, as of March 22, 2002, about the Board's nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting. Nominees for Election at the Annual Meeting Terms expiring at the 2005 Annual Meeting Richard A. Rosenthal, 69, has served as Vice Chairman of the Board of the Company since May 2000 and as a director of the Company since June 1990. Mr. Rosenthal was the Director of Athletics at the University of Notre Dame from 1987 until August 1, 1995. Mr. Rosenthal is a director of Advanced Drainage Systems, Inc., Beck Corporation, Toefco Engineering, Inc. and St. Joseph Capital Corporation, and is a member of the advisory board of CID Investment Partners and RFE Investment Partners. Frank J. Uhler, Jr., 71, has served as a director since he joined the Company in June 1978 and served as Vice Chairman of the Board from December 31, 1994 until May 2, 2000. From June 1978 until 1982, Mr. Uhler served as President and from 1982 until December 31, 1994 he served as President and Chief Executive Officer of the Company. Along with Mr. George W. Schneider, Mr. Uhler was the other principal member of the management group that acquired the Company's predecessor in 1982. Mr. Uhler is a director of the Franciscan Skemp Health Care System. THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES. -2- Directors Continuing in Office Terms expiring at the 2003 Annual Meeting Luke E. Sims, 52, has served as a director of the Company since December 1985. Mr. Sims has been a partner in the law firm of Foley & Lardner, Milwaukee, Wisconsin since 1984 and has been an attorney with such firm since 1976. Foley & Lardner has acted as general counsel for the Company since 1982. Mr. Sims is a director of Wilson-Hurd Mfg. Co. and Notre Dame Middle School, Inc. John D. Whitcombe, 46, has served as a director of the Company since March 1998. Mr. Whitcombe has been a partner in the law firm of Greenberg, Fields & Whitcombe, Torrance, California, since November 1994 and from 1992 until November 1994 he was a partner in the law firm of Whitcombe, Makin & Pentis. Mr. Whitcombe is a director of the Oarsmen Foundation and Little Company of Mary Hospital, and is the Chairman of the Pacific District of the Boy Scouts of America. Terms expiring at the 2004 Annual Meeting George W. Schneider, 79, was elected to the Board of Directors of the Company's predecessor in 1968 and was the principal investor and motivating force behind the management buyout of the Company's predecessor in 1982. Since 1982, Mr. Schneider also has served as Chairman of the Board of the Company. Mr. Schneider's background is in banking and real estate. He was the principal organizer of Bay Cities National Bank, Redondo Beach, California, and served as its Chairman of the Board from 1982 until the bank was acquired in December 1995. Mr. Schneider also served as a director and Vice Chairman of the Board of Directors of Little Company of Mary Health Systems, Little Company of Mary Hospital and San Pedro Peninsula Hospital for many years, but relinquished those positions in 1995. Craig L. Leipold, 49, has served as a director of the Company since November 1997 and served as President and Chief Executive Officer of the Company's former Rainfair, Inc. ("Rainfair") subsidiary (which is now the Rainfair Industrial Division of the Company) from the May 1996 acquisition of Rainfair until July 1999. Prior to joining the Company, Mr. Leipold was the primary shareholder and Chief Executive Officer of Rainfair since 1989. Mr. Leipold is Chief Executive Officer of the Nashville Predators, a National Hockey League team, and is a director of Levy Corp., Gaylord Entertainment Corporation and PureSafety.com. Joseph P. Schneider, 42, has served as a director of the Company since March 1999 and as President and Chief Executive Officer since August 2000. Prior thereto, Mr. Schneider served as Executive Vice President-Danner of the Company since May 1999, as President and Chief Executive Officer of the Company's Danner Shoe Manufacturing Co. ("Danner") subsidiary since October 1998, as Vice President of the Company since June 1996, as President and Chief Operating Officer of Danner since December 1997, as Executive Vice -3- President and Chief Operating Officer of Danner since June 1996 and as Vice President - Retail Sales of the Company from January 1993 until June 1996. From 1985, when he joined the Company, until January 1993, Mr. Schneider held various sales management positions. George W. Schneider and Joseph P. Schneider are father and son. None of the other directors or executive officers are related to each other. BOARD OF DIRECTORS General The Board has standing Audit and Compensation Committees. The Audit Committee presently consists of Messrs. Rosenthal (Chairman), Sims and Whitcombe. The Audit Committee, pursuant to its written charter adopted by the Board, is responsible for recommending to the Board the appointment of independent auditors, reviewing and approving the scope of the annual audit activities of the auditors, approving the audit fee payable to the auditors and reviewing audit results. The Audit Committee held three meetings in 2001. The Compensation Committee reviews and recommends to the Board the compensation structure for the Company's directors, officers and other managerial personnel, including salary rates, participation in incentive compensation and benefit plans, fringe benefits, non-cash perquisites and other forms of compensation, and administers the Company's 1993 Employee Stock Incentive Plan (the "1993 Plan"), 1997 Employee Stock Incentive Plan (the "1997 Plan") and 2001 Stock Incentive Plan (the "2001 Plan"). Craig L. Leipold (Chairman), Luke E. Sims, Richard A. Rosenthal and John D. Whitcombe are members of the Compensation Committee. The Compensation Committee held one meeting in 2001. The Board has no standing nominating committee. The Board selects the director nominees to stand for election at the Company's annual meetings of shareholders and to fill vacancies occurring on the Board. The Board will consider nominees recommended by shareholders, but has no established procedures which shareholders must follow to make a recommendation. The Board held eight meetings in 2001. Each director attended at least seventy-five percent of the aggregate of (a) the total number of meetings of the Board of Directors and (b) the total number of meetings held by all committees of the Board on which the director served during 2001. Director Compensation Directors who are executive officers of the Company receive no compensation as such for service as members of either the Board or committees thereof. Directors who are not executive officers of the Company receive an annual retainer of $12,500 (assuming four quarterly Board meetings), a pro rata fee in the event of a major special Board meeting, and a -4- fee of $1,000 for each committee meeting attended if such meeting is held on a day other than a day on which a regular Board meeting is held (except that the fee payable for such a committee meeting is reduced to $500 if the meeting is one hour or less). On January 1, 2001, Messrs. Leipold, Rosenthal, Sims, Uhler, and Whitcombe were each automatically granted an option to purchase 3,000 shares of Common Stock pursuant to the Company's 2001 Non-Employee Director Stock Option Plan (the "Director Plan"), which become exercisable in 20% increments over a five-year period from the date of grant. Under the Director Plan, each non-employee director automatically receives an option to purchase 3,000 shares of Common Stock on the first business day of January of each calendar year for so long as the Director Plan remains in effect and a sufficient number of shares of Common Stock are available under the Director Plan. Report of the Audit Committee The Audit Committee of the Board is composed of three directors, each of whom is independent as defined in Rule 4200(a)(15) of the listing standards of the National Association of Securities Dealers, Inc. The Audit Committee is responsible for providing independent, objective oversight of the Company's accounting functions and internal controls. The Audit Committee operates under a written charter, which was adopted by the Board in May 2000. The Company's management ("management") is responsible for the Company's internal controls and the financial reporting process, including the system of internal controls. The Company's independent auditors are responsible for expressing an opinion on the conformity of the Company's audited consolidated financial statements with generally accepted accounting principles. The Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors. The Audit Committee has discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication With Audit Committees), as amended. The Company's independent auditors have provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent auditors their independence. The Committee considered whether the independent auditors provision of non-audit services is compatible with maintaining the independent auditors' independence. The fees paid to the independent auditors for 2001 were as follows: Audit Fees, Review of the Company's Quarterly Reports on Form 10-Q, Review Annual Report and Form 10-K filing, Attendance at Audit Committee Meetings and Consultation on Audit and Accounting Matters.............................................$ 177,390 Services and Design and Implementation Fees......................$ 0 All Other Fees...................................................$ 39,985 -5- The Audit Committee discussed with the Company's independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, the evaluation of the Company's internal controls and overall quality of the Company's financial reporting. Based on the Audit Committee's reviews and discussions with management and the independent auditors referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, for filing with the Securities and Exchange Commission. This report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not be deemed filed under such Acts. LACROSSE FOOTWEAR, INC. AUDIT COMMITTEE Richard A. Rosenthal, Chairman Luke E. Sims John D. Whitcombe PRINCIPAL SHAREHOLDERS The following table sets forth certain information regarding the beneficial ownership of Common Stock as of March 22, 2002, by: (i) each director and nominee; (ii) each of the executive officers named in the Summary Compensation Table set forth below; (iii) all of the directors, nominees and executive officers (including the executive officers named in the Summary Compensation Table) as a group; and (iv) each person or other entity known by the Company to own beneficially more than 5% of the Common Stock. Except as otherwise indicated in the footnotes, each of the holders listed below has sole voting and investment power over the shares beneficially owned. Shares of Percent of Common Stock Common Stock Name of Beneficial Owner Beneficially Owned(1) Beneficially Owned ------------------------ --------------------- ------------------ Schneider Family Voting Trust(2)..... 2,818,299 48.0% George W. Schneider(3)............... 1,416,923(2) 24.1% Virginia F. Schneider(3)............. 1,416,923(2) 24.1% U.S. Bancorp and U.S. Bank, National Association(4).............. 507,135 8.6% Joseph P. Schneider.................. 239,004(2) 4.0% Frank J. Uhler, Jr................... 71,500(5) 1.2% -6- Shares of Percent of Common Stock Common Stock Name of Beneficial Owner Beneficially Owned(1) Beneficially Owned ------------------------ --------------------- ------------------ Luke E. Sims......................... 58,600(6) 1.0% Craig L. Leipold..................... 37,300 * Robert J. Sullivan................... 27,950 * Richard A. Rosenthal................. 24,350 * John D. Whitcombe.................... 9,600 * David P. Carlson..................... 6,113 * Bruce W. Bartelt..................... 0 * All directors, nominees and executive officers as a group (11 persons)........................ 1,891,340(2) 31.8% - ----------------------- * Denotes less than 1%. (1) Includes the following shares subject to stock options which are exercisable within 60 days of March 22, 2002: Joseph P. Schneider, 27,100 shares; Frank J. Uhler, Jr., 600 shares; Luke E. Sims, 600 shares; Craig L. Leipold, 18,100 shares; Robert J. Sullivan, 27,750 shares; Richard A. Rosenthal, 600 shares; John D. Whitcombe, 600 shares; David P. Carlson, 6,113 shares; and all directors, nominees and executive officers as a group, 81,463 shares. (2) Substantially all of the shares of Common Stock beneficially owned by George W. Schneider, Virginia F. Schneider and 12 other members (or affiliated trusts) of the Schneider family have been deposited into a voting trust ("Voting Trust"), pursuant to which the five trustees thereof (currently, George W. Schneider, Virginia F. Schneider, Joseph P. Schneider, Steven M. Schneider and Patrick Greene), acting by majority action, have shared voting power (shared with the beneficiaries of the Voting Trust) and sole investment power over all such shares. The terms of the Voting Trust are more particularly described below under "--Voting Trust." Shares held in the Voting Trust include shares reported above as beneficially owned by other named persons as follows: (a) 1,234,005 of the shares reported as beneficially owned by each of George W. Schneider and Virginia F. Schneider, as co-trustees of the George W. and Virginia F. Schneider Trust U/A dated September 1, 1987, (b) 127,254 of the shares reported as beneficially owned by Joseph P. Schneider, and (c) 1,361,259 of the shares reported as beneficially owned by the directors, nominees and executive officers of the Company as a group. The address of the Voting Trust is 18550 N.E. Riverside Parkway, Portland, Oregon 97230. (3) Shares of Common Stock reported as beneficially owned by George W. Schneider and Virginia F. Schneider include (a) 130,919 shares which are deposited in the George W. and Virginia F. Schneider Trust U/A dated September 1, 1987 over which Mr. and Mrs. Schneider, as co-trustees, have shared voting and investment power and (b) -7- 51,999 shares which are held by a charitable foundation in which Mr. and Mrs. Schneider are trustees (Mr. and Mrs. Schneider disclaim beneficial ownership of these 51,999 shares). See also footnote 2. The address of George W. and Virginia F. Schneider is 18550 N.E. Riverside Parkway, Portland, Oregon 97230. The address of the George W. and Virginia F. Schneider Trust U/A dated September 1, 1987 is P.O. Box 71, Redondo Beach, California 90277. (4) The information is based on Amendment Number 4 to a report on Schedule 13G, dated February 13, 2002, filed by U.S. Bancorp and its subsidiary, U.S. Bank, National Association, with the Securities and Exchange Commission. U.S. Bank, National Association reported beneficial ownership of only 465,310 shares, or 7.92%. The address of U.S. Bancorp and U.S. Bank, National Association is 601 2nd Avenue South, Minneapolis, Minnesota 55402. (5) Includes 58,885 shares held by a trust in which Mr. Uhler is one of the trustees. Mr. Uhler disclaims beneficial ownership of these 58,885 shares. (6) Includes 18,000 shares held of record by Mr. Sims' wife for the benefit of their three children. Voting Trust To help ensure the continuity and stability of the management of the Company, George W. and Virginia F. Schneider and 12 other members of their family, including certain affiliated entities, entered into a voting trust agreement in June 1982. Pursuant to the trust agreement, as amended, all shares of Common Stock held by such individuals and entities were initially deposited into the voting trust created thereunder (the "Voting Trust"). Each depositor and beneficiary holding Voting Trust certificates issued thereunder (which now includes 12 other members (or affiliated trusts) of the Schneider family) also agreed (with certain limited exceptions) to transfer to the Voting Trust all shares of Common Stock thereafter acquired. Under the Voting Trust, the five trustees (currently, George W. Schneider, Virginia F. Schneider, Joseph P. Schneider, Steven M. Schneider and Patrick Greene), acting by majority action, are vested with the exclusive right to sell, transfer or dispose of the deposited shares and to vote such deposited shares in their discretion on all matters on which such shares are entitled to vote; provided, however, that in the event of a proposed recapitalization, reorganization, merger, consolidation, liquidation, sale of all or substantially all of the assets of the Company or a comparable transaction, in addition to the necessary vote of the trustees, any such action shall also require the affirmative vote or consent of the beneficiaries holding Voting Trust certificates representing at least 75% of the aggregate number of votes of the then deposited shares. The beneficiaries also are entitled to receive all cash dividends or other distributions (other than in capital stock of the Company) declared and paid on the deposited shares. -8- The deposited shares may only be withdrawn from the Voting Trust by a beneficiary prior to the expiration or termination of the Voting Trust if the trustees allow such withdrawal; provided, however, that on January 31 of each year each principal beneficiary automatically receives 10,000 shares. The Voting Trust continues in effect until April 1, 2005, and thereafter for an additional five-year period if the trustees so elect. Notwithstanding the foregoing, in the event of a reorganization, merger or consolidation in which the Company does not survive, a liquidation of the Company, a sale of all or substantially all of the assets of the Company or sale of all the Common Stock held by the trustees under the Voting Trust, the Voting Trust will automatically terminate. Additionally, the Voting Trust may be terminated at any time prior to the expiration thereof by the trustees with the affirmative vote or consent of the beneficiaries holding Voting Trust certificates representing at least 75% of the aggregate number of votes of the then deposited shares. The Voting Trust also provides that the trustees shall cause the then Chief Executive Officer of the Company to be elected as a director of the Company and shall not allow the number of directors of the Company who are members of the Schneider family to exceed a majority of the directors, less one. Additionally, the trustees, subject to certain exceptions, may correct defects and omissions in the underlying trust agreement and make other amendments or modifications thereto as in their judgment may be necessary or appropriate to carry out the trust agreement. The trustees are not entitled to receive any remuneration for serving as such under the Voting Trust. -9- EXECUTIVE COMPENSATION Summary Compensation Information The following table sets forth certain information concerning the compensation earned in each of the last three fiscal years by the Company's Chief Executive Officer and each of the Company's other most highly compensated executive officers whose total cash compensation exceeded $100,000 in the fiscal year ended December 31, 2001. The persons named in the table are sometimes referred to herein as the "named executive officers." Summary Compensation Table
Long-Term Compensation Annual Compensation Awards Payouts ----------------------------------------- ------ ------- Securities Long-Term Other Annual Underlying Incentive Name and Compensa- Stock Compensation All Other Principal Position Year Salary($) Bonus($) tion($)(1) Options(#) Payouts($) Compensation($) ------------------ ---- --------- -------- ---------- ---------- ---------- --------------- George W. Schneider 2001 $ 13,000 $ -- -- -- -- $ 10,148(2) Chairman of the Board 2000 121,692 -- -- -- -- 10,906 1999 170,000 -- -- -- -- 12,638 Joseph P. Schneider(3) 2001 205,000 -- -- 25,000 -- 53,272(4) President and Chief 2000 184,758 47,387 -- 5,000 -- 7,314 Executive Officer 1999 152,650 44,580 -- 3,500 -- 3,200 David P. Carlson 2001 140,000 46,958 -- 7,813 -- 5,286(5) Executive Vice President 2000 116,838 16,130 -- 1,250 -- 4,999 and President and Chief 1999 90,000 14,771 -- 6,750 -- 3,637 Operating Officer Danner Bruce W. Bartelt(6) 2001 120,885 -- -- 2,188 -- 3,753(7) Former President Rainfair 2000 107,440 18,665 -- 1,250 -- 3,311 Industrial Division 1999 104,000 6,825 -- 1,250 -- 3,183 Robert J. Sullivan 2001 112,354 -- -- 6,250 -- 3,111(8) Vice President-Finance & 2000 110,049 17,276 -- 5,000 -- 2,605 Administration and Chief 1999 107,870 20,226 -- 5,000 -- 2,951 Financial Officer
- ----------- (1) Certain personal benefits provided by the Company and its subsidiary to the named executive officers are not included in the table. The aggregate amount of such personal benefits for each named executive officer in each year reflected in the table did not exceed the lesser of $50,000 or 10% of the sum of such executive officer's salary and bonus in each respective year. (2) Includes $9,628 for term life insurance premiums and a $520 matching contribution under the Company's 401(k) Plan. -10- (3) Joseph P. Schneider was elected as the Company's President and Chief Executive Officer in August 2000. (4) Includes $45,380 for the payment of accumulated Danner profit sharing contributions (including a tax gross up of $22,945), $4,432 for the 2001 Danner profit sharing contribution, $60 for group life insurance premiums and a $3,400 matching contribution under the Company's 401(k) Plan. (5) Includes $2,027 for the 2001 Danner profit sharing contribution, $90 for term life insurance premiums and a $3,169 matching contribution under the Company's 401(k) Plan. (6) Bruce W. Bartelt served as President of the Company's Rainfair Industrial Division until January 2002. (7) Includes $127 for term life insurance premiums and a $3,626 matching contribution under the Company's 401(k) Plan. (8) Matching contribution under the Company's 401(k) Plan. Stock Options The Company has in effect the 1993 Plan, the 1997 Plan and the 2001 Plan pursuant to which options to purchase Common Stock may be granted to officers and other key employees of the Company and its subsidiaries. The following table presents certain information as to grants of stock options made during fiscal 2001 to Joseph P. Schneider, David P. Carlson, Bruce W. Bartelt and Robert J. Sullivan. No other named executive officer received options in fiscal 2001. Option Grants in 2001 Fiscal Year
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants For Option Term (2) ---------------------------------------------------------- ---------------------------------------- Number of Percent of Securities Total Options At 0% At 5% At 10% Underlying Granted to Exercise or Annual Annual Annual Options Granted Employees in Base Price Expiration Growth Growth Growth Name (#)(1) Fiscal Year ($/Share) Date Rate Rate Rate ---- --------------- ------------ ----------- ---------- ------ ------ ------- Joseph P. Schneider...... 25,000 18.5% $3.13 01/02/2011 0 $49,211 $124,710 David P. Carlson......... 7,813 5.8% 3.13 01/02/2011 0 15,379 38,974 Bruce W. Bartelt......... 2,188 1.6% 3.13 01/02/2011 0 4,307 10,915 Robert J. Sullivan....... 6,250 4.6% 3.13 01/02/2011 0 12,303 31,178
- ------------ (1) The options reflected in the table (which are nonstatutory options for purposes of the Internal Revenue Code) were granted on January 2, 2001, and became or will become exercisable in 20% increments on January 2, 2002, 2003, 2004, 2005 and 2006. -11- (2) This presentation is intended to disclose the potential value which would accrue to the optionee if the option were exercised the day before it would expire and if the per share value had appreciated at the compounded annual rate indicated in each column. The assumed rates of appreciation of 5% and 10% are prescribed by the rules of the Securities and Exchange Commission regarding disclosure of executive compensation. The assumed annual rates of appreciation are not intended to forecast possible future appreciation, if any, with respect to the price of the Common Stock. The following table sets forth information regarding the exercise of stock options by the named executive officers during the 2001 fiscal year and the fiscal year-end value of unexercised options held by such persons. Mr. G. Schneider did not hold any options to acquire Common Stock as of December 31, 2001, and is accordingly not reflected in the table. Aggregated Option Exercises in 2001 Fiscal Year and Fiscal Year-End Option Values
Number of Securities Value of Unexercised In-the- Underlying Unexercised Money Options at Fiscal Options at Fiscal Year-End(#) Year-End ($)(1) ----------------------------- ----------------------------- Shares Acquired Value Realized Name on Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable ---- --------------- -------------- ----------- ------------- ----------- ------------- Joseph P. Schneider...... -- -- 19,400 32,600 $-- $1,750 David P. Carlson.......... -- -- 2,950 12,863 -- 547 Bruce W. Bartelt......... -- -- 6,500 5,688 -- 153 Robert J. Sullivan........ -- -- 22,700 16,050 -- 438
- ------------ (1) The dollar values are calculated by determining the difference between the fair market value of the underlying Common Stock and the exercise price of the options at exercise or fiscal year-end, respectively. Retirement Plan The Company's Retirement Plan (the "Salaried Plan") covers a portion of the salaried employees of the Company. The table set forth below illustrates the estimated annual benefits payable as a single life annuity upon retirement pursuant to the current Salaried Plan formula for various levels of compensation and years of service, assuming retirement after attainment of age 65 during 2002. -12- Pension Plan Table Average Years of Service Annual ---------------------------------------------------------- Compensation 15 20 25 30 35 - ------------ ------- ------- ------- ------- ------- $100,000 $12,750 $17,000 $21,250 $25,500 $29,750 125,000 15,938 21,250 26,563 31,875 37,188 150,000 19,125 25,500 31,875 38,250 44,625 175,000 22,313 29,750 37,188 44,625 52,063 200,000 25,500 34,000 42,500 51,000 59,500 225,000 28,688 38,250 47,813 57,375 66,938 The Salaried Plan is a qualified noncontributory plan that provides for fixed benefits to participants and their survivors in the event of normal (age 65) or early (age 55) retirement. Participants who have worked for the Company for five years and who leave the Company for any reason other than death, disability or early retirement are entitled to a portion of the benefits that they would have earned under the Salaried Plan had they worked for the Company until normal retirement age. Early retirement benefits are reduced to reflect early commencement. Compensation covered by the Salaried Plan is a participant's total remuneration, including salary and bonus, as shown in the Summary Compensation Table, but excluding deferred compensation and fringe and welfare benefits. Benefits are based on a participant's average monthly compensation for the 60 consecutive calendar months of the 120 calendar months preceding termination of employment for which his or her compensation was the highest. Under the Salaried Plan, only compensation up to the limits imposed by the Internal Revenue Code is taken into account. The 2001 compensation limit applicable to the Salaried Plan was $170,000. Benefits are not subject to any deduction for Social Security or other offset amounts. The number of credited years of service under the Salaried Plan for each of the named executive officers as of December 31, 2001 are as follows: Mr. G. Schneider, 20 years; Mr. J. Schneider, 11 years; and Mr. Sullivan, 9 years. Pursuant to the terms of the Salaried Plan, Mr. G. Schneider began receiving benefits in 1994. Report on Executive Compensation The Compensation Committee of the Board is responsible for all aspects of the Company's compensation package offered to its corporate officers, including the named executive officers. The following report was prepared by the Compensation Committee. The Company's executive compensation program is designed to be closely linked to corporate performance. To this end, the Company has developed an overall compensation strategy and specific compensation plans that tie a significant portion of executive compensation to the Company's success in meeting specified performance goals. The overall objectives of this strategy are to attract and retain qualified executive talent, to motivate these executives to achieve the goals inherent in the Company's business strategy, to link executive and shareholder interests through the use of equity-based compensation plans -13- and to provide a compensation package that recognizes individual contributions as well as overall business results. During 1997, the Company retained nationally-recognized compensation consultants to advise it with respect to compensation issues. The first step in the overall review of executive compensation was an analysis of the duties and responsibilities of each Company executive. This resulted in an objective ranking of the relative duties and responsibilities of each Company executive vis-a-vis other Company executives. Subsequently, the Company's consultants compared the compensation for each Company executive with general market data for individuals with comparable job responsibilities. The Company's consultants summarized their conclusions on Company executive compensation in a report finalized in October 1997. The results of this study have provided the framework for determining compensation for executives of the Company. The Compensation Committee intends to update this information no later than mid-2002. The Compensation Committee determines the compensation of the Chairman of the Board and the Chief Executive Officer, and sets the policy for, reviews and approves the recommendations of management (subject to such adjustments as the Compensation Committee deems appropriate and subject to the Board's and/or the Compensation Committee's sole discretion regarding awards of stock options) with respect to the compensation awarded to other corporate officers (including the other named executive officers). The key elements of the Company's executive compensation program consist of base salary, annual incentive compensation opportunity and grants of stock options. Although the Compensation Committee believes strongly in offering compensation opportunities competitive with those of comparable companies within the Company's industry, the most important considerations in setting annual compensation are Company performance and individual contributions. A general description of the elements of the Company's compensation program, including the basis for the compensation awarded to the Company's Chief Executive Officer for 2001, are discussed below. Base Salaries. Base salaries are initially determined by evaluating the responsibilities of the position, the experience of the individual and the salaries for comparable positions in the competitive marketplace. Base salary levels for the Company's executive officers are generally positioned at market competitive levels for comparable positions in manufacturing companies of similar size. In determining annual salary adjustments for executive officers, the Compensation Committee considers various factors including the individual's performance and contribution, competitive salary increase levels provided by the marketplace, the relationship of an executive officer's salary to the market competitive levels for comparable positions, and the Company's performance. In the case of executive officers with operating responsibility for a particular division, such division's financial results are also considered. The Compensation Committee, where appropriate, also considers nonfinancial performance measures such as manufacturing efficiency gains, improvements in product quality and relations with customers, suppliers and employees. Nonfinancial measures used -14- for executive officers are determined on a case-by-case basis and the Compensation Committee does not assign any specific weight to any one of these factors. Incentive Compensation. The Company's executive officers are eligible for annual incentive compensation under incentive compensation plans which are customized for each of the Company's three divisions. For 2001, all of the Company's senior executive officers, including any executive officer identified in the Compensation Table, were eligible for incentive compensation based solely on financial performance. Financial performance, for purposes of determining incentive compensation, was based 75% on operating profit and 25% on targeted inventory turns. A similar incentive compensation plan will be in place for 2002. Except for J. Schneider and Robert J. Sullivan whose incentive compensation is based on overall Company-wide goals, each Company executive officer's incentive compensation is based upon the financial performance for the division where the executive officer has his or her principal operating responsibilities. For 2001, incentive compensation was earned only in the Company's Danner subsidiary. No incentive compensation was paid to George W. Schneider, the Company's Chairman of the Board, or Joseph P. Schneider, the Company's President and Chief Executive Officer, for 2001. Stock Options. The Company's 1993 Plan, 1997 Plan and 2001 Plan are designed to encourage and create ownership of Common Stock by key executives, thereby promoting a close identity of interests between the Company's management and its shareholders. The 1993 Plan, 1997 Plan and 2001 Plan are designed to motivate and reward executives for long-term strategic management and the enhancement of shareholder value. The Compensation Committee determined that annual stock option grants to the Company's key employees, including key executive officers, is consistent with the Company's best interest and the Company's overall compensation program. In determining the number of stock options to be granted, the Compensation Committee considers a variety of factors, including the executive's level of responsibility, relative contributions to the Company and existing level of ownership of Common Stock. Consideration is also given to an executive's potential for future responsibility and contributions to the Company, as well as the aggregate number of stock options proposed to be granted with a view towards ensuring that aggregate compensation for Company executives is appropriate. Stock options are granted with an exercise price equal to the market value of the Common Stock on the date of grant. Stock options granted in 2001 vest and become exercisable in 20% increments over a five-year period from the date of grant. Vesting schedules are designed to encourage the creation of shareholder value over the long-term since the full benefit of the compensation package cannot be realized unless stock price appreciation occurs over a number of years and the executive remains in the employ of the Company. The Board, acting on the recommendation of the Compensation Committee, granted stock options during 2001 to key employees under an informal long-term plan adopted in 1993 and designed to provide annual grants of stock options to key employees. The -15- Compensation Committee also noted the considerable efforts and achievements made by Joseph P. Schneider, the Company's President and Chief Executive Officer, during 2001 in restructuring the Company. Upon the recommendation of the Compensation Committee, the Board opted to grant Mr. J. Schneider, on a one-time basis, stock options for an extra 15,000 shares in early 2002, in addition to the normal, annual stock option grant. Section 162(m) Limitation. The Company anticipates that all 2001 and 2002 compensation to executives will be fully deductible under Section 162(m) of the Internal Revenue Code. Therefore, the Compensation Committee determined that a policy with respect to qualifying compensation paid to executive officers for deductibility is not necessary. LACROSSE FOOTWEAR, INC. COMPENSATION COMMITTEE Craig L. Leipold, Chairman Richard A. Rosenthal Luke E. Sims John D. Whitcombe Compensation Committee Interlocks and Insider Participation The current members of the Compensation Committee are identified above. Luke E. Sims is a partner in the law firm of Foley & Lardner, Milwaukee, Wisconsin, which has served as general counsel for the Company since 1982. Craig L. Leipold, the Chairman of the Compensation Committee, served as President and Chief Executive Officer of the Company's former Rainfair subsidiary (which is now the Rainfair Industrial Division of the Company) from the May 1996 acquisition of Rainfair until July 1999. In connection with the May 1996 acquisition of Rainfair, the Company entered into a sublease indirectly with a Wisconsin corporation, which Mr. Leipold owns, for the Racine, Wisconsin facility used by the Rainfair Industrial Division. Under the sublease, the Company pays annual rent of $350,000, subject to increases based on changes in the prime rate, and all other costs associated with owning and operating such facility, including utilities, taxes and insurance. In 2001, rent for the facility was $354,120. The sublease also gives the Company an option to purchase the facility on the last day of the sublease term. The terms of the foregoing arrangement were negotiated between the Company and the Wisconsin corporation on an arms-length basis at the time of the Company's acquisition of Rainfair and, on that basis, the Company believes the terms of the sublease are no less favorable to the Company than could have been obtained from an unaffiliated third party. -16- PERFORMANCE INFORMATION The following graph compares on a cumulative basis changes since December 31, 1996, in (a) the total shareholder return on the Common Stock with (b) the total return on the Nasdaq Market Index and (c) the total return on the Media General Financial Services Textile-Apparel Footwear/Accessories Industry Group Index (the "MG Industry Group Index"). Such changes have been measured by dividing (a) the sum of (i) the amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the price per share at the end of and the beginning of the measurement period, by (b) the price per share at the beginning of the measurement period. The graph assumes $100 was invested on December 31, 1996 in Common Stock, the Nasdaq Market Index and the MG Industry Group Index. [Graph] --------------------------------------------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 1996 1997 1998 1999 2000 2001 - -------------------------------------------------------------------------------- LACROSSE FOOTWEAR, INC. $100.00 $136.14 $88.26 $43.58 $30.69 $31.43 MG INDUSTRY GROUP INDEX 100.00 74.38 67.50 92.06 97.12 95.44 NASDAQ MARKET INDEX 100.00 122.32 172.52 304.29 191.25 152.46 - -------------------------------------------------------------------------------- -17- SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers to file reports concerning their ownership of Company equity securities with the Securities and Exchange Commission and the Company. Based solely upon information provided to the Company by individual directors and executive officers, the Company believes that during the fiscal year ended December 31, 2001, all its directors and executive officers complied with the Section 16(a) filing requirements. MISCELLANEOUS Independent Auditors McGladrey & Pullen, LLP acted as the independent auditors for the Company in 2001 and it is anticipated that such firm will be similarly appointed to act in 2002. Representatives of McGladrey & Pullen, LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives are also expected to be available to respond to appropriate questions. Shareholder Proposals Proposals which shareholders of the Company intend to present at and have included in the Company's proxy statement for the 2003 annual meeting of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), must be received by the Company by the close of business on December 23, 2002. Additionally, if the Company receives notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders intend to raise at the 2003 annual meeting of shareholders but do not intend to have included in the Company's proxy statement for such meeting) after March 8, 2003, the persons named in proxies solicited by the Board of Directors of the Company for the 2003 annual meeting of shareholders may exercise discretionary voting power with respect to such proposal. -18- Other Matters The cost of soliciting proxies will be borne by the Company. In addition to soliciting proxies by mail, proxies may be solicited personally and by telephone by certain officers and regular employees of the Company. The Company will reimburse brokers and other nominees for their reasonable expenses in communicating with the persons for whom they hold Common Stock. By Order of the Board of Directors LACROSSE FOOTWEAR, INC. David P. Carlson Secretary April 22, 2002 -19- LACROSSE FOOTWEAR, INC. 2002 ANNUAL MEETING OF SHAREHOLDERS This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints George W. Schneider, Frank J. Uhler, Jr. and Joseph P. Schneider, and each of them, as Proxies with the power of substitution (to act jointly or if only one acts then by that one) and hereby authorizes them to represent and to vote as designated below all of the shares of Common Stock of LaCrosse Footwear, Inc. held of record by the undersigned on March 22, 2002, at the annual meeting of shareholders to be held on May 22, 2002, or any adjournment or postponement thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted "FOR" the election of the Board's nominees. * PLEASE DETACH BELOW, SIGN, DATE AND RETURN PROMPTLY USING THE ENVELOPE PROVIDED * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LACROSSE FOOTWEAR, INC. 2002 ANNUAL MEETING
1. ELECTION OF 1 - Richard A. Rosenthal 2 - Frank J. Uhler, Jr. [ ] FOR all [ ] WITHHOLD DIRECTORS: nominees listed AUTHORITY Terms expiring at the to the left (except to vote for all 2005 Annual Meeting as specified nominees listed to the below). left. --------------------------------------------------- (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) -> --------------------------------------------------- 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Date __________________, 2002 NO. OF SHARES --------------------------------------------------- Check appropriate box Indicate changes below: Address Change? [ ] Name Change? [ ] --------------------------------------------------- Signature(s) in Box Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
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