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) August 8, 1997
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 7 Pages
<PAGE>
Item 5. Other Events
Effective August 11, 1997, Brown Group, Inc. (the
"Company") amended its Rights Agreement ("Rights
Agreement") dated as of March 7, 1996, between the
Company and Boatmen's Trust Company, as Rights Agent
(the "Rights Agent"), to replace Boatmen's Trust Company
as Rights Agent with First Chicago Trust Company of New
York, P. O. Box 2500, Jersey City, NJ 07303-2500 as
Rights Agent.
The Amendment to Rights Agreement between the Company,
Boatmen's Trust Company, and First Chicago Trust Company
of New York is attached hereto as Exhibit 4(a) and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
Exhibit No. Description of Exhibit
4 (a) Amendment to Rights Agreement, dated as
of July 8, 1997, effective August 11,
1997, between Brown Group, Inc. and
First Chicago Trust Company of New York.
<PAGE>
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
Executive Vice President and
Chief Financial Officer
Date: August 8, 1997
<PAGE>
EXHIBIT 4 (a)
AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of July 8, 1997 (the "Amendment"),
is entered into by and among Brown Group, Inc., a New York
corporation (the "Company"), Boatmen's Trust Company, a Missouri
corporation ("Boatmen's Trust"), and First Chicago Trust Company
of New York, a New York corporation ("First Chicago") and amends
the Rights Agreement dated as of March 7, 1996 (the "Rights
Agreement") between the Company and Boatmen's Trust.
WHEREAS, the Company and Boatmen's Trust are currently
parties to the Rights Agreement, pursuant to which Boatmen's
Trust serves as Rights Agent;
WHEREAS, Boatmen's Trust intends to resign as Rights Agent
and the Company intends to appoint First Chicago to succeed
Boatmen's Trust as Rights Agent; and
WHEREAS, First Chicago wishes to accept the appointment as
successor Rights Agent and the parties hereto wish to make
certain changes to the Rights Agreement to facilitate this
succession.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the Company, Boatmen's Trust and
First Chicago hereby agree as follows:
1. Change of Rights Agent. Pursuant to Section 21. Change
of Rights Agent of the Rights Agreement, the Company does hereby
accept the resignation of Boatmen's Trust as Rights Agent and
Boatmen's Trust hereby acknowledges that it has notified Company
of its resignation as Rights Agent under the Rights Agreement,
such resignation to be effective as of 12:01 a.m., Eastern
Daylight time, August 11, 1997.
2. Appointment of First Chicago as Successor Rights Agent.
The Company hereby appoints First Chicago as successor Rights
Agent under the Rights Agreement, effective as of 12:01 a.m.,
Eastern Daylight time, August 11, 1997, and First Chicago hereby
accepts such appointment, subject to all the terms and conditions
of the Rights Agreement amended hereby.
3. Amendment to Rights Agreement. The parties hereto
agree that the Rights Agreement shall be amended as provided
below, effective as of the date of this Amendment except as may
otherwise be provided below:
(a) From and after the time that the appointment of
First Chicago as successor Rights Agent is effective all
references to Boatmen's Trust as Rights Agent shall be deemed to
refer to First Chicago as successor Rights Agent. From and after
the effective date of this Amendment, all references to the
Rights Agreement shall be deemed to refer to the Rights Agreement
as amended by this Amendment.
(b) Subparagraph (c) of Section 3. Issue of Rights
Certificates of the Rights Agreement shall be amended as of the
effective time of the appointment of First Chicago as successor
Rights Agent by modifying the first sentence by deleting "the
following legend" and replacing it with "a legend substantially
to the following effect"; and by deleting "Boatmen's Trust
<PAGE>
Company" and replacing it with "First Chicago Trust Company of
New York".
(c) Section 26. Notices of the Rights Agreement is
amended by deleting the name and address of Boatmen's Trust and
substituting the following:
First Chicago Trust Company of New York
Attention: Stock Transfer Department
14 Wall Street
New York, New York 10005
4. Miscellaneous
(a) Except as otherwise expressly provided, or unless
the context otherwise requires, all terms used herein have the
meanings assigned to them in the Rights Agreement.
(b) Each party hereto waives any requirement under the
Rights Agreement that any additional notice be provided to it
pertaining to the matters covered by this Amendment.
(c) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which counterparts shall together constitute but one and the
same document.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be duly executed and their respective corporate seals, if any,
to be hereunto affixed and attested, all as of the day and year
first written above.
<PAGE>
ATTEST: BROWN GROUP, INC.
By: /s/ Harry E. Rich
Executive Vice President
and Chief Financial Officer
By: /s/ Robert D. Pickle
Vice President, General Counsel
and Corporate Secretary
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By:____________________________
Name:__________________________
Title:_________________________
BY:____________________________
Name:__________________________
Title:_________________________
ATTEST: BOATMEN'S TRUST COMPANY
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
