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Key Data Use of Proceeds Competitors. Company Overview Company Name VANS INC Company Address SHOEMAKER AVENUE SANTA FE SPRINGS, CA Company Phone Company Website www. We expect to use the net proceeds from this offering for the repayment of debt, payment of expenditures and working capital related to the addition of new retail stores and skateparks, and for working capital.

We borrowed the amounts outstanding under our credit facility for general corporate purposes, including working capital and retail store and skatepark expansion. The weighted average interest rate on the revolving credit facility was 6. We will be able to re-borrow amounts repaid under our revolving credit facility. Pending such uses, the net proceeds of this offering will be invested in investment grade, interest-bearing instruments. Footwear Industry The athletic and casual footwear industry is highly competitive.

We compete on the basis of the design, quality and technical aspects of our products, the strength of the VANS brand, the brand's authenticity with our core customer base and the athletes who participate in the Core Sports we promote and sponsor.

Many of our competitors, such as Nike, Reebok, Adidas and Fila, have significantly greater financial resources than we do, have more comprehensive product offerings, compete with us in China and the Philippines for manufacturing sources and spend substantially more on product advertising than we do. In addition, the general availability of offshore shoe manufacturing capacity allows for rapid expansion by competitors and new entrants in the footwear market. In this regard, we face competition from large, well-known companies, such as Tommy Hilfiger and Nautica, which have significant brand recognition.

In addition, in the casual footwear market, we compete with a number of companies, such as Skechers, Converse, K2, Airwalk, and Stride Rite Keds , some of which may have significantly greater financial and other resources than we do. We also compete with companies such as Sole Technology, D.

Shoes, Globe and Osiris which focus on selling products to Core Sports participants. Snowboard Industry Although we have experienced substantial growth in sales of our line of snowboard boots over the past six years, we face significant competition in the snowboard boot and binding industries, most notably from Burton Snowboards, Northwave, Salomon, K2 and Airwalk.

In the step-in binding segment of the industry, we compete, through Switch, on the basis of the quality and technical aspects of the Autolock binding system, and the strength of the Switch and Autolock brand names. Several large, well-known companies have developed step- in systems that compete with the Autolock binding system.

In addition, conventional strap-in bindings have substantially greater market share than step-in systems and we anticipate this will likely continue for at least the next few years.

Apparel Industry We are a relatively new entrant in the apparel business. The apparel industry is highly competitive, more fashion-oriented and more fragmented than the athletic footwear market. Many of our competitors have significantly greater financial resources than we do and spend substantially more on product advertising. Company Description Vans is a leading global sports and lifestyle company that merchandises, designs, sources and distributes VANS-branded active-casual and performance footwear, apparel and accessories for Core Sports.

Core Sports, including skateboarding, snowboarding, surfing, wakeboarding, BMX riding and.

Our focus has been proprietary branding with the goal of creating a leadership position for our brand and a strong emotional connection with our customers. Our VANS brand targets 10 to 24 year old participants, enthusiasts and emulators of the Core Sports culture. We have implemented a unique marketing plan to reach our customers through multiple points of contact which include owning and operating Core Sports entertainment events and venues, such as the VANS Triple Crown Series, VANS skateparks and the VANS High Cascade Snowboard Camp, sponsoring over professional and amateur athletes and the VANS Warped Tour, as well as advertising in targeted print and television media.

As a result of the successful implementation of our brand-building and marketing strategy, along with the development of our new management team, we have achieved substantial growth over the past five fiscal years. We distribute our products through approximately 2, U. Key accounts in the U.

As of February 24, , we had 73 Vans full-price retail stores, 55 outlet stores and six skateparks in the United States, and also operated six outlet stores in Europe.

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Internationally we vary our marketing and distribution approach on a country-by-country basis, taking into account the particular cultural, economic and business conditions present in each international market. This strategy, designed to allow us to adopt the best method of marketing and distribution to most broadly reach our target customers, has led us to establish direct sales operations in key European markets, a joint venture covering Mexico, Argentina, Brazil and Uruguay, a licensing arrangement for Japan, Hong Kong, Taiwan and South Korea and distribution agreements for 29 other countries.

Vans was founded in in Southern California as a domestic manufacturer of vulcanized canvas shoes, many of which appealed to skateboard enthusiasts and the Southern California skate and surf culture. Our unique year heritage has been the basis for our branding and marketing strategy over the past five years and helps provide us with the authenticity and credibility to be the leading brand with Core Sports enthusiasts, participants and emulators.

For most of our first 30 years, we were a Southern California shoe manufacturer and based our products on one trademark gum rubber outsole. In , we initiated a fundamental restructuring of the business which included assembling a new management team, focusing the business on reestablishing the heritage of the VANS brand and shifting product sourcing overseas to third party manufacturers, which allowed us to begin to be more innovative in terms of outsoles and overall design.

Over the past two years, we have targeted significant resources to further build the VANS brand worldwide, promote the Core Sports lifestyle and enhance our product merchandising, design, sourcing and development.

We believe these efforts have created a leadership position for Vans in Core Sports and provide us with a platform for continued long-term growth. Experts Auditor KPMG LLP Company Counsel Cooley Godward LLP Lead Underwriter Banc of America Securities LLC Lead Underwriter BofA Merrill Lynch Lead Underwriter Merrill Lynch, Pierce, Fenner and Smith Incorporated Transfer Agent -- Transfer Agent Self-underwritten Underwriter Ferris, Baker Watts, Inc Underwriter Tucker Anthony Inc Underwriter Counsel Fried, Frank, Harris, Shriver and Jacobson.

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