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) October 2, 1996
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)
8300 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
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On October 2, 1996, Brown Group, Inc. announced that it
had signed a purchase agreement to sell in a private
placement offering $100 million in aggregate principal
amount of its 9-1/2% senior notes due October 15, 2006.
Attached as an exhibit to this report is a copy of a
press release issued on October 2, 1996, which press
release is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
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Exhibit No. Description of Exhibit
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99.1 Press release dated October 2, 1996.
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 and on
Behalf of the Corporation as
the Principal Financial Officer
Date: October 2, 1996
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE
BROWN GROUP SIGNS AGREEMENT TO SELL $100 MILLION IN 9.50% NOTES
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ST. LOUIS, MISSOURI, October 2, 1996 ... Brown Group, Inc.
(NYSE:BG) announced today that it has signed a purchase agreement
to sell in a private offering $100 million in aggregate principal
amount of its 9.50 percent senior notes due October 15, 2006.
The senior notes will be senior unsecured obligations of Brown
Group and will rank pari passu in right of payment with all
existing and future senior debt of Brown Group.
The notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state
securities laws.
The notes will be offered only to "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) in
reliance on the exemption from the registration requirements
provided by Rule 144A and to a limited number of institutional
"accredited investors" within the meaning of Rule 503(a)(1), (2),
(3) and (7) under the Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy the notes. CONTACT: Mary Sylvia
Siverts of Brown Group, Inc., 314-854-4093.
Brown Group, Inc. is a $1.6 billion footwear company with
worldwide operations. The company operates the Famous Footwear,
Naturalizer and F. X. LaSalle chains of footwear retail stores
and markets leading brands including Naturalizer, Life Stride,
NaturalSport, the Larry Stuart Collection, le coq sportif
athletic footwear, Buster Brown, and licensed brands including
Dr. Scholl's and Disney character footwear.
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