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) January 9, 1998
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 5 Pages
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Item 5. Other Events
--------------------
On January 8, 1998, Brown Group, Inc. announced the
commencement of a consent solicitation relating to its
$100,000,000 aggregate principal amount of 9-1/2% Senior
Notes due October 15, 2006 (the "Notes"). Brown Group,
Inc. is soliciting consents from holders of the Notes of
record as of 5:00 p.m. Eastern Standard Time on January
9, 1998, to certain amendments to the Indenture pursuant
to which the Notes were issued. Attached as an exhibit
to this report is a copy of a press release issued on
January 8, 1998, which press release is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
- ----------------------------------------------------------------
Exhibit No. Description of Exhibit
99.1 Press release dated January 8, 1998
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: January 9, 1998
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BROWN GROUP ANNOUNCES CONSENT SOLICITATION FOR
9-1/2% SENIOR NOTES DUE 2006
ST. LOUIS, MISSOURI, January 8, 1998 . . . Brown Group, Inc.
(NYSE: BG) today announced the commencement of a consent
solicitation relating to its $100,000,000 aggregate principal
amount of 9-1/2 percent Senior Notes due October 15, 2006 (the
"Notes"). Brown Group, Inc. (the "Company") is soliciting
consents to certain amendments to the Indenture pursuant to which
the Notes were issued.
The consent solicitation is conditioned upon, among other things,
the receipt of consents from holders of at least a majority in
aggregate principal amount of all outstanding Notes. The fee to
be paid for each consent properly delivered prior to the
expiration of the consent solicitation will be $5.00 in cash for
each $1,000 principal amount of Notes. The consent solicitation
will be open until 5:00 p.m. New York City time on January 23,
1998, unless terminated or extended by the Company in its sole
discretion.
The purpose of the consent solicitation is to coordinate the
restrictions on dividends contained in the Indenture for the
Notes with the Company's new quarterly dividend of 10 cents per
share of common stock, which has been reduced from 25 cents per
share, and to enhance the Company's flexibility to obtain the
most favorable terms in the sale of up to $10 million of
inventory of its international marketing business, Pagoda
International.
In the third quarter of fiscal year 1997, the Company recognized
a one-time charge relating to the restructuring of Pagoda
International. Although the restructuring charge amounted to
$21 million, the cash impact of the charge was limited to
approximately $8 million. The restructuring charge comprised $13
million for inventory write-downs and other costs related to
Pagoda International and $8 million for taxes on $23.5 million of
foreign cash being repatriated to the United States in order to
reduce corporate debt. Pagoda International, with operations in
Latin America and Europe, recorded a loss in fiscal year 1996 on
sales of approximately $85 million and projects a loss of over
$10 million in fiscal year 1997 on sales of approximately $80
million (or about 5 percent of the Company's net sales).
For a complete statement of the terms and conditions of the
consent solicitation, holders of the Notes should refer to the
consent solicitation statement dated January 8, 1998.
NationsBanc Montgomery Securities LLC is serving as Solicitation
Agent in connection with the consent solicitation. Questions
regarding the terms of the consent solicitation may be directed
to the Solicitation Agent at 888-292-0070. Georgeson & Company
Inc. is serving as Information Agent and Tabulation Agent in
connection with the consent solicitation. Questions regarding
the delivery procedures for the consents and requests for
additional copies of the consent solicitation statement or
related documents may be directed to the Information Agent at
800-223-2064.
Brown Group, Inc. is a $1.5 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, Disney and Star Wars character footwear.
Brown Group, Inc. press releases are available by fax through PR Newswire's
Company News On-Call fax service at 800-758-5804, extension 109435. Brown
Group, Inc. information also is available on the Company's web site at
http://www.browngroup.com. # # # # #
