SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Brown Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
New York 43-0197190
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
8300 Maryland, Avenue, St. Louis, Missouri 63105
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. |X|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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9 1/2% Senior Notes due 2006 New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Notes"
in the Registrant's Registration Statement on Form S-4 (Registration
No. 333-15101), filed with the Securities and Exchange Commission on October 30,
1996, is incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description of Exhibit
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1 Indenture, dated as of October 1, 1996, between the Registrant and
State Street Bank and Trust Company, as trustee, relating to the
9 1/2% Senior Notes due 2006 is incorporated herein by reference to
Exhibit 4.1 of the Registrant's Report on Form 8-K (file No.
1-2191) filed with the Securities and Exchange Commission on
October 21, 1996.
2 Form of the Registrant's 9 1/2% Senior Note due 2006 (included in
Exhibit 1 to this Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BROWN GROUP, INC.
(Registrant)
Date: November 4, 1996 By: /s/ Harry E. Rich
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Harry E. Rich
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Indenture, dated as of October 1, 1996, between the Registrant and
State Street Bank and Trust Company, as trustee, relating to the 9
1/2% Senior Notes due 2006 is incorporated herein by reference to
Exhibit 4.1 of the Registrant's Report on Form 8-K (file
No. 1-2191) filed with the Securities and Exchange Commission on
October 21, 1996.
2 Form of the Registrant's 9 1/2% Senior Note due 2006 (included in
Exhibit 1 to this Registration Statement).
