BROWN GROUP INC
8-K, 1994-01-28
FOOTWEAR, (NO RUBBER)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ____________

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported)  January 13, 1994 



                              BROWN GROUP, INC.
            (Exact name of registrant as specified in its charter)



                                    New York
         (State or other jurisdiction of incorporation or organization)


                1-2191                                   43-0197190
       (Commission File Number)             (IRS Employer Identification Number)
    

         8400 Maryland Avenue
         St. Louis, Missouri                            63105
(Address of principal executive offices)              (Zip Code)



                                (314) 854-4000
              (Registrant's telephone number, including area code)




                                NOT APPLICABLE
            (Former name, former address and former fiscal year, 
             if changed since last report)





                               Page 1 of 3 Pages
          


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Item 5.   Other Events
          ------------

          On January 13, 1994, Brown Group, Inc.'s Board of
          Directors approved the following actions to
          concentrate the company's business in areas of
          proven performance and high growth, consolidate
          footwear wholesaling operations, withdraw from
          losing retail operations, and sharply reduce
          manufacturing capacity, overhead and employment. 
          The company will:

          * Consolidate the Brown Shoe Company and Pagoda
            businesses;

          * Discontinue the Wohl Shoe Company's Leased Shoe
            Department business, and begin a program of
            closing more than 100 company-owned Regal and
            Connie shoe stores throughout the country; 

          * Close 5 shoe factories in Missouri and Tennessee;

          * Reduce Corporate and Divisional staffing at the
            St. Louis, Missouri headquarters by more than 400
            positions.  Two of the company's headquarters
            buildings also will be sold.


          These changes will reduce Brown Group's staffing by
          5,660 positions or about 20 percent of the company's
          employment:  1,700 factory positions will be
          eliminated and 410 positions at headquarters will be
          phased out.  In addition, 3,550 positions will be
          eliminated in the specialty stores and leased shoe
          departments; most of these jobs in the leased shoe
          departments, however, are expected to be shifted to
          lessors or other operators.  A non-recurring fourth
          quarter after tax charge of $50 million will be
          taken to provide for the cost of these changes.  

          The $50 million fourth quarter provision for the
          cost of these changes will include a $28 million
          charge to 1993 continuing operations, which may more
          than offset anticipated earnings for the year.  The
          balance of the provision will comprise a $22 million
          charge to discontinued operations related to the
          Wohl Leased Department withdrawal.

          The Wohl Leased Department operations which will be
          discontinued include the management of shoe
          departments in department stores primarily on the
          West Coast and in the Midwest.  Most of the leases
          are cancelable after a period of notice by either
          party and the company expects to complete most of
          the withdrawal by the end of 1994.  



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<PAGE>
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          The factory closings will reduce the number of
          shoe factories operated by Brown Shoe from 10 to 5. 
          Most of the remaining capacity will be directed to
          supporting the "quick response" business of the
          Naturalizer brand.  

          The additional staff reductions at Brown Group's
          headquarters will be made in activities that serve
          the company's Leased Department business and
          manufacturing operations; and in Distribution,
          Systems, Accounting and other functions that overlap
          between Brown Shoe, Pagoda and the Corporate office. 
          
          Brown Group also announced that it will undertake a
          strategic review of the Cloth World retail fabric
          operation to develop a plan to achieve the greatest
          value for the corporation from this business.  

                                     

                              SIGNATURE

          Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.



                              BROWN GROUP, INC.
                              (Registrant)



                              By     /s/ H. E. Rich
                                 -----------------------------
                                 H. E. Rich
                                 Executive Vice President and
                                 Chief Financial Officer
                                 


Date:  January 28, 1994 
       ------------------

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