UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended May 2, 1998
[ ] Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from __________ to __________
____________
Commission file number 1-2191
____________
BROWN GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 43-0197190
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
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)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [ ]
As of May 30, 1998, 18,049,727 shares of the registrant's common stock were
outstanding.
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Listing of Exhibits
(3) (i) (a) Certificate of Incorporation of the
Corporation 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.
(i) (b) Amendment of Certificate of Incorporation of
the Corporation 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.
(ii) Bylaws of the Corporation as amended through
March 5, 1998, incorporated herein by
reference to Exhibit 3 to the Company's Report
on Form 10-K for the fiscal year ended January
31, 1998.
(10) (d) Stock Option and Restricted Stock Plan of
1998, incorporated herein by reference to
Exhibit 3 to the Company's definitive proxy
statement dated April 24, 1998.
(10) (e) Employment Agreement, dated May 14, 1998,
between the Company and Ronald A. Fromm,
previously filed.
(27) Financial Data Schedule (Refiled as Exhibit 27)
(99.1) Discussion of Certain Risk Factors That Could
Affect the Company's Operating Results as
incorporated herein by reference to the
Company's Report on Form 10-K for the fiscal
year ended January 31, 1998.
(b) Reports on Form 8-K:
The Company filed a current report on Form 8-K dated February 5,
1998, which announced divisional retail sales results for the
four-week period, fourth quarter, and fiscal year ended January
31, 1998. Brown Group, Inc. also announced additional losses at
its Pagoda International division as well as disclosed the sale of
Famous Footwear's fixture manufacturing facilities and the
contract completion for sale of its Brazilian subsidiary's
inventory.
The Company filed a current report on Form 8-K dated March 5,
1998, which announced operating results for the fiscal year ended
January 31, 1998. Brown Group, Inc. also announced additional
losses at its Pagoda International division which offset favorable
results from core operations.
<PAGE>
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 thereunto duly authorized.
BROWN GROUP, INC.
Date: August 4, 1998 /s/ Harry E. Rich
Harry E. Rich
Executive Vice President
and Chief Financial Officer and
On Behalf of the Corporation as
the Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> MAY-02-1998
<CASH> 36,602
<SECURITIES> 0
<RECEIVABLES> 81,764
<ALLOWANCES> (10,505)
<INVENTORY> 370,438
<CURRENT-ASSETS> 508,599
<PP&E> 213,452
<DEPRECIATION> 133,086
<TOTAL-ASSETS> 663,539
<CURRENT-LIABILITIES> 258,990
<BONDS> 182,028
0
0
<COMMON> 67,685
<OTHER-SE> 134,448
<TOTAL-LIABILITY-AND-EQUITY> 663,539
<SALES> 402,309
<TOTAL-REVENUES> 402,309
<CGS> 246,985
<TOTAL-COSTS> 389,767
<OTHER-EXPENSES> (48)
<LOSS-PROVISION> 674
<INTEREST-EXPENSE> 5,632
<INCOME-PRETAX> 6,958
<INCOME-TAX> 3,087
<INCOME-CONTINUING> 3,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,871
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
