As Filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-60671
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BROWN GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 43-0197190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8300 Maryland Avenue
St. Louis, Missouri 63105
(Address, including zip code,
of registrant's principal executive offices)
STOCK OPTION AND RESTIRCTED STOCK PLAN OF 1994
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1998
(Full Title of the Plans)
Andrew M. Rosen
Vice President and Treasurer
Brown Group, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
(314) 854-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on
August 7, 1998.
Brown Group, Inc.
By: /s/ Robert D. Pickle
-----------------------------------
Robert D. Pickle
Vice President - General Counsel
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities indicated on August
7, 1998.
Name Title
---- -----
* Chairman of the Board, President,
- ----------------------------------- Chief Executive Officer and Director
B.A. Bridgewater, Jr.
* Executive Vice President, Chief
- ----------------------------------- Financial Officer and Director
Harry E. Rich
Name Title
---- -----
* Vice President and Controller
- ----------------------------------
Richard C. Schumacher
- ----------------------------------- Director
Joseph L. Bower
- ----------------------------------- Director
Julie C. Esrey
/s/ Richard A. Liddy Director
- -----------------------------------
Richard A. Liddy
- ----------------------------------- Director
John Peters MacCarthy
- ----------------------------------- Director
John D. Macomber
* Director
- -----------------------------------
William E. Maritz
* Director
- -----------------------------------
General Edward C. Meyer, Retired
* Director
- -----------------------------------
Jerry E. Ritter
* By: /s/ Robert D. Pickle
------------------------------
Robert D. Pickle
Attorney-in-fact
Brown Group, Inc.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Certificate of Incorporation of the Company as amended
through February 16, 1984, incorporated herein by reference
to Exhibit 3 to the Company's Report on Form 10-K for the
fiscal year ended November 1, 1986.
4.2 Amendment of Certificate of Incorporation of the Company
filed February 20, 1987, incorporated herein by reference to
Exhibit 3 to the Company's Report on Form 10-K for the fiscal
year ended January 30, 1988.
4.3 Bylaws of the Company as amended through March 5, 1998,
incorporated herein by reference to Exhibit 3(ii) to the
Company's Report on Form 10-K for the fiscal year ended
January 31, 1998.
4.4 Rights Agreement dated as of March 7, 1996, between the
Company and First Chicago Trust Company of New York, which
includes as Exhibit A the form of Rights Certificate
evidencing the Company's Common Stock Purchase Rights,
incorporated herein by reference to the Company's Form 8-K
dated March 8, 1996.
4.5 Amendment to Rights Agreement between Brown Group, Inc. and
First Chicago Trust Company of New York, dated as of July 8,
1997, effective August 11, 1997, incorporated herein by
reference to the Company's Form 8-K dated August 8, 1997.
5.1* Legal Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2* Consent of Robert D. Pickle, Esq. (Included in Exhibit 5.1)
24.1* Power of Attorney (Included on Signature Page)
* Previously filed
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to Stock Option and
Restricted Stock Plan of 1994 and Stock Option and Restricted Stock
Plan of 1998 of Brown Group, Inc. of our reports dated March 5, 1998
with respect to the consolidated financial statements of Brown Group,
Inc. incorporated by reference in its Annual Report (Form 10-K) for
the fiscal year ended January 31, 1998 and the related financial
statement schedule included therein, as filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
August 3, 1998
