WEYCO GROUP INC — Annual Report 2004

Mar 11, 2005

10-K 1 c92868e10vk.htm FORM 10-K e10vk PAGEBREAK

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)

þ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended December 31, 2004, or

o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For transition period from to

Commission file number 0-9068

Weyco Group, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	39-0702200
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

333 W. Estabrook Boulevard, P. O. Box 1188, Milwaukee, WI 53201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, include area code (414) 908-1600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock - $1.00 par value per share

(Title of Class)

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in any definitive proxy of information statements incorporated by reference or in any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $120,134,000.

As of February 16, 2005, there were outstanding 4,455,965 shares of Common Stock and 1,300,310 shares of Class B Common Stock. These shares have not been adjusted for the two-for-one stock split declared January 31, 2005 for shareholders of record on February 16, 2005 to be distributed on April 1, 2005. At the same date, the aggregate market value (based upon the average of the high and low trades for that day) of all common stock held by non-affiliates was approximately $162,375,000.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation’s Annual Report to Shareholders for the year ended December 31, 2004, are incorporated by reference in Part II and Part IV of this report.

Portions of the Corporation’s Proxy Statement, dated March 11, 2005, prepared for the Annual Meeting of Shareholders scheduled for April 26, 2005, are incorporated by reference in Part III of this report.

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TOC

TABLE OF CONTENTS

PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A. Control and Procedures
Item 9B. Other Information
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners of Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
SIGNATURES
Articles of Incorporation
Director Nonqualified Stock Option Agreement - Virgis Colbert
Director Nonqualified Stock Option Agreement - Robert Feitler
Director Nonqualified Stock Option Agreement - Thomas W. Florsheim, Sr.
Director Nonqualified Stock Option Agreement - Leonard Goldstein
Director Nonqualified Stock Option Agreement - Frederick P. Stratton, Jr.
Annual Report to Shareholders
Subsidiaries
Independent Registered Public Accounting Firm's Consent
Certification of Principal Executive Officer
Certification of Principal Financial Officer
Section 906 Certification of Chief Executive Officer
Section 906 Certification of Chief Financial Officer

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Table of Contents

link1 "PART I"

PART I link2 "Item 1. Business"

Item 1. Business

The Company is a Wisconsin corporation incorporated in the year 1906 as Weyenberg Shoe Manufacturing Company. Effective April 25, 1990, the name of the corporation was changed to Weyco Group, Inc.

The Company and its subsidiaries engage in one line of business, the distribution of men’s footwear. The Company does not sell women’s shoes because this market differs significantly from the men’s market.

On May 20, 2002, the Company acquired from Florsheim Group, Inc. and its subsidiaries (collectively, “Florsheim”), certain assets of Florsheim’s U.S. wholesale business, including its accounts receivable, trademarks, and other information assets, wholesale inventory (with specified exceptions) and other specified assets, as well as the leaseholds and associated assets for 23 retail and outlet shoe stores. On July 1 and July 27, 2002, the Company acquired certain assets and assumed the operating liabilities of Florsheim Europe S.r.l. and Florsheim France SARL, respectively. This business consists of Florsheim’s European wholesale business, as well as three retail stores in Germany, Italy and France. The total purchase price of the acquistion was $48.5 million, including $1.7 million of acquisition costs.

The principal brands of shoes sold by the Company are “ Florsheim,” “Nunn Bush,” “Nunn Bush NXXT,” “Brass Boot,” “Stacy Adams,” and “SAO by Stacy Adams.” Trademarks maintained by the Company on these names are important to the business. The Company’s products consist of both mid-priced quality leather dress shoes which would be worn as a part of more formal and traditional attire and quality casual footwear of man-made materials or leather which would be appropriate for leisure or less formal occasions. The Company’s footwear, and that of the industry in general, is available in a broad range of sizes and widths, primarily purchased to meet the needs and desires of the American male population.

The Company purchases finished shoes from outside suppliers around the world. The majority of these foreign-sourced purchases are denominated in U. S. dollars. There have been few inflationary pressures in the shoe industry in recent years and leather and other component prices have been stable. It is anticipated that, when necessary, selling price increases could be initiated to offset periodic increases in costs of purchased shoes. The Company previously assembled a small portion of its footwear at one plant in Beaver Dam, Wisconsin. In December 2003, the Company ceased its manufacturing operations. All inventory is now purchased from foreign suppliers. The Beaver Dam facility still operates the Company’s reconditioning, rework and returned goods departments.

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The Company’s business is separated into two segments - wholesale and retail. Wholesale sales constituted approximately 86% of total sales in 2004, 87% in 2003 and 90% in 2002. At wholesale, shoes are marketed nationwide through more than 10,000 shoe, clothing and department stores. Sales are to unaffiliated customers, primarily in North America, with some distribution in Europe. Sales to the Company’s largest customer, J. C. Penney, were 12% of total sales in 2004 and 2003. Net sales to foreign customers were $10.8 million, $9.1 million and $5.9 million in 2004, 2003 and 2002, respectively. The Company employs traveling salesmen who sell the Company’s products to retail outlets. Shoes are shipped to these retailers primarily from the Company’s distribution center maintained in Glendale, Wisconsin. Although there is no clearly identifiable seasonality in the men’s footwear business, new styles are historically developed and shown twice each year, in spring and fall. In accordance with industry practices, the Company is required to carry significant amounts of inventory to meet customer delivery requirements and periodically provides extended payment terms to customers. The Company also has licensing agreements with third parties who sell its branded shoes overseas, as well as licensing agreements with apparel and accessory manufacturers in the United States. Licensing revenues are included in net sales and constitute approximately 2% of total net sales in 2004 and 2003, and 1% in 2002.

Retail sales constituted approximately 12% of total sales in 2004, 11% in 2003 and 9% of total sales in 2002. In the retail division, there are currently 29 company-operated stores in principal cities of the United States and three retail stores in major cities in Europe. Sales in retail outlets are made directly to the consumer by Company employees. In addition to the sale of the Company’s brands of footwear in these retail outlets, other branded footwear and accessories are also sold in order to provide the consumer with as complete a selection as practically possible.

As of December 31, 2004, the Company had a backlog of $25 million of confirmed orders compared with $24 million as of December 31, 2003. This does not include unconfirmed blanket orders from customers. All orders are expected to be filled within one year.

As of December 31, 2004, the Company employed approximately 384 persons. Of those 384 employees, approximately 34 were members of collective bargaining units. The Company ratified new contracts covering the majority of these employees during 2002 and in early 2003. Future wage and benefit increases under the contracts are not expected to have a significant impact on the future operations or financial position of the Company.

Price, quality and service are all important competitive factors in the shoe industry and the Company has been recognized as a leader in all of them. Although the Company engages in no specific research and development activities, new products and new processes are continually being tested by the Company and used where appropriate, in order to produce the best value for the consumer, consistent with reasonable price. Compliance with environmental regulations historically has not had, and is not expected to have, a material adverse effect on the Company’s results of operations or cash flows.

The Company makes available, free of charge, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports upon written or telephone request. Investors can also access these reports through the Company’s website, www.weycogroup.com , as soon as reasonably practical after we file or furnish those reports to the SEC. The information on the website is not a part of this filing.

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link2 "Item 2. Properties"

Item 2. Properties

The following facilities are operated by the Company and its subsidiaries:

Location	Character	Owned/Leased	Square — Footage	% Utilized
Glendale, Wisconsin	One story office
and distribution
center	Owned	780,000	90 %
Beaver Dam, Wisconsin	Multistory factory	Leased (1)	100,000	50 %
Florence, Italy	One story office,
warehouse and
distribution facility	Leased (1)	9,500	100 %

(1) Not material leases.

In addition to the above-described distribution and warehouse facilities, the Company operates twenty-nine retail stores throughout the United States and three in Europe under various rental agreements. See Note 13 to Consolidated Financial Statements and Item 1. Business above. link2 "Item 3. Legal Proceedings"

Item 3. Legal Proceedings

Not Applicable link2 "Item 4. Submission of Matters to a Vote of Security Holders"

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable

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Executive Officers of the Registrant

Officer	Age	Office(s)	Served — Since	Business Experience
Thomas W. Florsheim, Jr.	46	Chairman and Chief
Executive Officer	1996	Chairman and Chief Executive
Officer of the Company — 2002 to
present; President and Chief
Executive Officer of the Company —
1999 to 2002; President and Chief
Operating Officer of the Company
— 1996 to 1999; Vice President
of the Company – 1988 to 1996
John W. Florsheim	41	President, Chief Operating
Officer and Assistant
Secretary	1996	President, Chief Operating Officer
and Assistant Secretary of the
Company – 2002 to present;
Executive Vice President, Chief
Operating Officer and Assistant
Secretary of the Company – 1999 to
2002; Executive Vice President
of the Company —1996 to 1999;
Vice President of the Company —
1994 to 1996
James F. Gorman	61	Senior Vice President	1975	Senior Vice President of the
Company – 2002 to present; Vice
President of the Company —
1975 to 2002. On February 28, 2005,
Mr. Gorman retired from the Company.
Peter S. Grossman	61	Senior Vice President	1971	Senior Vice President of the
Company – 2002 to present; Vice
President of the Company —
1971 to 2002
John F. Wittkowske	45	Senior Vice President,
Chief Financial Officer
and Secretary	1993	Senior Vice President, Chief
Financial Officer and Secretary
of the Company – 2002 to present;
Vice President, Chief Financial
Officer and Secretary of the
Company — 1995 to 2002;
Secretary/Treasurer of the
Company — 1993 to 1995

Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and Chairman Emeritus Thomas W. Florsheim is their father.

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link1 "PART II"

PART II link2 "Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities"

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Information required by this Item is set forth on pages 6, 22 and 30 of the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference. link2 " Item 6. Selected Financial Data"

Item 6. Selected Financial Data

Information required by this Item is set forth on page 6 of the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference. link2 "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations"

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information required by this Item is set forth on pages 7 through 11 of the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference. link2 "Item 7A. Quantitative and Qualitative Disclosures about Market Risk"

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Information required by this Item is set forth on page 11 of the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference. link2 "Item 8. Financial Statements and Supplementary Data"

Item 8. Financial Statements and Supplementary Data

Information required by this Item is set forth on pages 12 through 26 of the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference. link2 "Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures "

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

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link2 "Item 9A. Control and Procedures "

Item 9A. Control and Procedures

Evaluation of Disclosure Controls and Procedures - The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis. The Company’s principal executive officer and principal financial officer have reviewed and evaluated the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company required to be included in the Company’s periodic filings under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting - The Company’s Management Report on Internal Control Over Financial Reporting is set forth on page 29 in the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference.

Attestation Report of Registered Public Accounting Firm – The attestation report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, on management’s assessment of the effectiveness of the Company’s internal control over financial reporting is set forth on page 28 in the Annual Report to Shareholders for the year ended December 31, 2004, and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting – There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. link2 "Item 9B. Other Information"

Item 9B. Other Information

None link1 "PART III"

PART III link2 "Item 10. Directors and Executive Officers of the Registrant"

Item 10. Directors and Executive Officers of the Registrant

Information required by this Item is set forth on pages 1 through 5 of the Company’s proxy statement for the Annual Meeting of Shareholders to be held on April 26, 2005, and is incorporated herein by reference.

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link2 "Item 11. Executive Compensation"

Item 11. Executive Compensation

Information required by this Item is set forth on pages 8 through 12 of the Company’s proxy statement for the Annual Meeting of Shareholders to be held on April 26, 2005, and is incorporated herein by reference. link2 "Item 12. Security Ownership of Certain Beneficial Owners of Management and Related Shareholder Matters"

Item 12. Security Ownership of Certain Beneficial Owners of Management and Related Shareholder Matters

Information required by this Item is set forth on pages 1, 2, 11 and 12 of the Company’s proxy statement for the Annual Meeting of Shareholders to be held on April 26, 2005, and is incorporated herein by reference. link2 "Item 13. Certain Relationships and Related Transactions"

Item 13. Certain Relationships and Related Transactions

Information required by this Item is set forth on pages 11 and 12 of the Company’s proxy statement for the Annual Meeting of Shareholders to be held on April 26, 2005, and is incorporated herein by reference. link2 "Item 14. Principal Accountant Fees and Services"

Item 14. Principal Accountant Fees and Services

Information required by this Item is set forth on page 7 of the Company’s proxy statement for the Annual Meeting of Shareholders to be held on April 26, 2005, and is incorporated herein by reference.

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link1 " PART IV"

PART IV link2 " Item 15. Exhibits and Financial Statement Schedules"

Item 15. Exhibits and Financial Statement Schedules

(a)
	Page Reference
	to Annual Report
1. Financial Statements -
Consolidated Statements of Earnings for the years ended December 31, 2004, 2003 and 2002	12
Consolidated Balance Sheets - December 31, 2004 and 2003	13
Consolidated Statements of Shareholders’ Investment for the years ended December 31, 2004, 2003 and 2002	14
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002	15
Notes to Consolidated Financial Statements for the years ended December 31, 2004, 2003 and 2002	16 - 26
Reports of Independent Registered Public Accounting Firm	27 - 28
	Page Reference
	to Form 10-K
2. Financial Statement Schedules for the years ended December 31, 2004, 2003 and 2002.
Schedule II - Valuation and Qualifying Accounts	9
Report of Independent Registered Public Accounting Firm	10
All other schedules have been omitted because of the absence of the conditions under which they are required.
3. Exhibits and Exhibit Index. See the Exhibit Index
included as the last part of this report, which is
incorporated herein by reference. Each
management contract and compensatory plan
or arrangement required to be filed as a exhibit to
this report is identified in the Exhibit Index by an
asterisk following its exhibit number.

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SCHEDULE II

WEYCO GROUP, INC.

VALUATION AND QUALIFYING ACCOUNTS

	Deducted from Assets
	Doubtful	Cash		Returns and
	Accounts	Discounts		Allowances		Total
BALANCE, DECEMBER 31, 2001	$ 1,800,000	$	69,000	$	1,080,000	$	2,949,000
Add — Additions charged to
earnings	898,836		251,358		6,786,515		7,936,709
Acquisition – related
charges	1,902,375		—		—		1,902,375
Deduct — Charges for purposes for
which reserves were
established	(1,726,211	)	(320,358	)	(6,786,515	)	(8,833,084	)
BALANCE, DECEMBER 31, 2002	$ 2,875,000	$	—	$	1,080,000	$	3,955,000
Add — Additions charged to
earnings	413,330		—		5,240,124		5,653,454
Deduct — Charges for purposes for
which reserves were
established	(1,270,330	)	(—	)	(4,615,124	)	(5,885,454	)
BALANCE, DECEMBER 31, 2003	$ 2,018,000	$	—	$	1,705,000	$	3,723,000
Add — Additions charged to
earnings	550,179		—		7,863,440		8,413,619
Deduct — Charges for purposes for
which reserves were
established	(253,179	)	(—	)	(7,003,440	)	(7,256,619	)
BALANCE, DECEMBER 31, 2004	$ 2,315,000	$	—	$	2,565,000	$	4,880,000

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Weyco Group, Inc.:

We have audited the consolidated financial statements of Weyco Group, Inc. and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and have issued our reports thereon dated March 7, 2005; such reports are incorporated by reference elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, this consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

DELOITTE & TOUCHE LLP Milwaukee, Wisconsin March 7, 2005

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit	Description	Incorporated Herein — By Reference To
2.1	Asset Purchase Agreement, Florsheim
Group, Inc., dated March 3, 2002	Exhibit 2.1 to Form
10-K for Year Ended
December 31, 2001
3.1	Articles of Incorporation as Restated
August 29, 1961, and Last Amended
February 16, 2005
3.2	Bylaws as Revised January 21, 1991
and Last Amended January 28, 2002	Exhibit 3.2 to Form
10-K for Year Ended
December 31, 2001
10.1*	Consulting Agreement — Thomas W.
Florsheim, dated December 28, 2000	Exhibit 10.1 to Form
10-K for Year Ended
December 31, 2001
10.2*	Employment Agreement — Thomas W.
Florsheim, Jr., dated January 1, 1997,
as amended January 1, 1999 and
January 1, 2004	Exhibit 10.2 to Form
10-K for Year Ended
December 31, 1996, and
Amendment No. 1 filed as
Exhibit 10.2 to Form 10-K
for Year Ended December
31, 1998, and Amendment
No. 2 filed as Exhibit 10.2
for Year Ended December
31, 2003
10.3*	Employment Agreement — John W.
Florsheim, dated January 1, 1997,
as amended January 1, 1999 and
January 1, 2004	Exhibit 10.3 to Form
10-K for Year Ended
December 31, 1996, and
Amendment No. 1 filed as
Exhibit 10.3 to Form 10-K
for Year Ended December
31, 1998 and Amendment
No. 2 filed as Exhibit 10.3
for Year Ended December
31, 2003
10.4*	Restated and Amended Deferred
Compensation Agreement — Thomas W.
Florsheim, dated December 1, 1995	Exhibit 10.3 to Form
10-K for Year Ended
December 31, 1995
10.5*	Restated and Amended Deferred
Compensation Agreement — Robert
Feitler, dated December 1, 1995	Exhibit 10.4 to Form
10-K for Year Ended
December 31, 1995

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EXHIBIT INDEX (cont.)

Exhibit	Description	Incorporated Herein — By Reference To
10.6*	Excess Benefits Plan — Restated Effective
as of January 1, 1989	Exhibit 10.6 to Form
10-K for Year Ended
December 31, 1991
10.7*	Pension Plan — Amended and Restated
Effective January 1, 1989	Exhibit 10.7 to Form
10-K for Year Ended
December 31, 1991
10.8*	Deferred Compensation Plan — Effective
as of January 1, 1989	Exhibit 10.8 to Form
10-K for Year Ended
December 31, 1991
10.10*	Death Benefit Plan Agreement -
Thomas W. Florsheim, dated
November 8, 1993	Exhibit 10.10 to Form
10-K for Year Ended
December 31, 1993
10.12*	1996 Nonqualified Stock Option Plan	Exhibit 10.12 to Form
10-K for Year Ended
December 31, 1995
10.13*	1997 Stock Option Plan	Exhibit 10.13 to Form
10-K for Year Ended
December 31, 1997
10.14*	Change of Control Agreement
John Wittkowske, dated
January 26, 1998	Exhibit 10.14 to Form
10-K for Year Ended
December 31, 1997
10.15*	Change of Control Agreement
Peter S. Grossman, dated
January 26, 1998	Exhibit 10.15 to Form
10-K for Year Ended
December 31, 1997
10.16*	Change of Control Agreement
James F. Gorman, dated
January 26, 1998	Exhibit 10.16 to Form
10-K for Year Ended
December 31, 1997
10.17*	Change of Control Agreement
David N. Couper, dated
January 26, 1998	Exhibit 10.17 to Form
10-K for Year Ended
December 31, 1997
10.18*	Weyco Group, Inc. Director
Nonqualified Stock Option Agreement
Virgis Colbert, dated May 19, 2003
10.19*	Weyco Group, Inc. Director
Nonqualified Stock Option Agreement
Robert Feitler, dated May 19, 2003

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EXHIBIT INDEX (cont.)

Exhibit	Description
10.20*	Weyco Group, Inc. Director
Nonqualified Stock Option Agreement
Thomas W. Florsheim, Sr., dated May 19, 2003
10.21*	Weyco Group, Inc. Director
Nonqualified Stock Option Agreement
Leonard Goldstein, dated May 19, 2003
10.22*	Weyco Group, Inc. Director
Nonqualified Stock Option Agreement
Frederick P. Stratton, Jr., dated May 19, 2003
13	Annual Report to Shareholders
21	Subsidiaries of the Registrant
23.1	Independent Registered Public
Accounting Firm’s Consent
Dated March 10, 2005
31.1	Certification of Principal Executive Officer
31.2	Certification of Principal Financial Officer
32.1	Section 906 Certification of Chief
Executive Officer
32.2	Section 906 Certification of Chief
Financial Officer

• Management contract or compensatory plan or arrangement

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link1 " SIGNATURES "

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WEYCO GROUP, INC. (Registrant)

By
John Wittkowske, Senior Vice President – Chief Financial Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas W. Florsheim, Jr., John W. Florsheim, and John Wittkowske, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures and Titles	Date
/s/ Thomas W. Florsheim	March 11, 2005
Thomas W. Florsheim, Chairman Emeritus
/s/ Thomas W. Florsheim, Jr.	March 11, 2005
Thomas W. Florsheim, Jr., Chairman of the Board and Chief Executive Officer
/s/ John W. Florsheim	March 11, 2005
John W. Florsheim, President and Chief
Operating Officer and Director
/s/ John Wittkowske	March 11, 2005
John
Wittkowske, Senior Vice President, Chief Financial Officer and Secretary
(Principal Accounting Officer)
/s/ Robert Feitler	March 11, 2005
Robert Feitler, Director
/s/ Leonard J. Goldstein	March 11, 2005
Leonard J. Goldstein, Director
/s/ Frederick P. Stratton, Jr.	March 11, 2005
Frederick P. Stratton, Jr., Director

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