<PAGE 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended April 29, 2000
[ ] 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 SHOE COMPANY, 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)
N/A
(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 27, 2000, 18,216,190 shares of the registrant's common
stock were outstanding.
<PAGE 2>
BROWN SHOE COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
<TABLE>
<CAPTION>
(Unaudited)
--------------------
April 29, May 1, January 29,
2000 1999 2000
---------- ------ -----------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 32,509 $ 26,926 $ 34,158
Receivables, net 56,360 76,852 68,236
Inventories 424,101 389,181 365,989
Other Current Assets 20,164 21,936 19,391
--------- --------- ---------
Total Current Assets 533,134 514,895 487,774
Other Assets 77,918 77,229 77,964
Property and Equipment 234,304 224,810 231,072
Less allowances for depreciation
and amortization (150,311) (140,048) (146,472)
--------- --------- ---------
83,993 84,762 84,600
--------- --------- ---------
$ 695,045 $ 676,886 $ 650,338
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable $ 16,743 $ 28,000 $ -
Accounts Payable 149,945 131,805 113,820
Accrued Expenses 78,806 82,501 89,547
Income Taxes 3,321 8,387 4,402
Current Maturities of Long-Term Debt 10,000 10,000 10,000
--------- --------- ---------
Total Current Liabilities 258,815 260,693 217,769
Long-Term Debt and Capitalized
Lease Obligations 162,035 172,031 162,034
Other Liabilities 20,149 20,354 20,590
Shareholders' Equity
Common Stock 68,498 68,266 68,486
Additional Capital 49,072 48,636 49,153
Unamortized Value of Restricted Stock (3,340) (4,253) (3,566)
Accumulated Other Comprehensive Loss (6,811) (7,036) (6,034)
Retained Earnings 146,627 118,195 141,906
--------- --------- ---------
254,046 223,808 249,945
--------- --------- ---------
$ 695,045 $ 676,886 $ 650,338
========= ========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE 3>
BROWN SHOE COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Thousands, except per share)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
--------------------
April 29, May 1,
2000 1999
--------- --------
<S> <C> <C>
Net Sales $394,269 $396,826
Cost of Goods Sold 232,783 239,019
-------- --------
Gross Profit 161,486 157,807
Selling and Administrative Expenses 147,943 141,649
Interest Expense 4,265 4,683
Other (Income) Expense, Net (662) 1,295
-------- --------
Earnings Before Income Taxes 9,940 10,180
Income Tax Provision 3,392 3,864
-------- --------
NET EARNINGS $ 6,548 $ 6,316
======== ========
BASIC EARNINGS PER COMMON SHARE $ .37 $ .36
======== ========
DILUTED EARNINGS PER COMMON SHARE $ .36 $ .35
======== ========
DIVIDENDS PER COMMON SHARE $ .10 $ .10
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE 4>
BROWN SHOE COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
--------------------
April 29, May 1,
2000 1999
--------- -------
<S> <C> <C>
Net Cash Used by Operating Activities $ (11,384) $ (21,708)
Investing Activities:
Capital expenditures (5,320) (8,078)
Other 129 -
--------- ---------
Net Cash Used by Investing Activities (5,191) (8,078)
Financing Activities:
Increase in short-term notes payable 16,743 28,000
Principal payments of long-term debt - (15,000)
Proceeds from issuance of common stock 10 -
Dividends paid (1,827) (1,820)
--------- ---------
Net Cash Provided by Financing Activities 14,926 11,180
--------- ---------
Decrease in Cash and Cash Equivalents (1,649) (18,606)
Cash and Cash Equivalents at Beginning of Period 34,158 45,532
--------- ---------
Cash and Cash Equivalents at End of Period $ 32,509 $ 26,926
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE 5>
BROWN SHOE COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
------------------------------
The accompanying condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and reflect
all adjustments which management believes necessary (which include
only normal recurring accruals and the effect on LIFO inventory
valuation of estimated annual inflationary cost increases and year-end
inventory levels) to present fairly the results of operations. These
statements, however, do not include all information and footnotes
necessary for a complete presentation of the Company's financial
position, results of operations and cash flow in conformity with
generally accepted accounting principles.
The Company's business is subject to seasonal influences, and interim
results may not necessarily be indicative of results which may be
expected for any other interim period or for the year as a whole.
For further information refer to the consolidated financial statements
and footnotes included in the Company's Annual Report and Form 10-K
for the period ended January 29, 2000.
Note B - Earnings Per Share
---------------------------
The following table sets forth the computation of basic and diluted
earnings per share for the periods ended April 29, 2000 and May 1,
1999 (000's, except per share data):
Thirteen Weeks Ended
--------------------
April 29, May 1,
2000 1999
--------- -------
Numerator:
Net earnings - Basic and Diluted $ 6,548 $ 6,316
======== ========
Denominator:
Weighted average shares outstanding-Basic 17,919 17,765
Effect of potentially dilutive securities 141 211
-------- --------
Weighted average shares outstanding-Diluted 18,060 17,976
======== ========
Basic earnings per common share $ .37 $ .36
======== ========
Diluted earnings per common share $ .36 $ .35
======= ========
Note C - Comprehensive Income
-----------------------------
Comprehensive Income includes all changes in equity except those
resulting from investments by shareholders and distributions to
shareholders.
The following table sets forth the reconciliation from Net Earnings to
Comprehensive Income for the periods ended April 29, 2000 and May 1,
1999 (000's):
Thirteen Weeks Ended
--------------------
April 29, May 1,
2000 1999
--------- -------
Net Earnings $6,548 $6,316
Foreign Currency Translation Adjustment (777) 1,806
------ ------
Comprehensive Income $5,771 $8,122
====== ======
<PAGE 6>
Note D - Business Segment Information
-------------------------------------
Applicable business segment information is as follows for the periods
ended April 29, 2000 and May 1, 1999 (000's):
<TABLE>
<CAPTION>
Famous Wholesale Naturalizer Pagoda
Footwear Operations Retail International Other Totals
-------- ---------- ----------- ------------- ------- --------
<S> <C> <C> <C> <C> <C>
Thirteen Weeks Ended April 29, 2000
External sales $236,952 $110,335 $46,982 $ - $ - $394,269
Intersegment sales - 52,819 - - - 52,819
Operating profit (loss) 11,018 8,060 (1,724) - (3,226) 14,128
Thirteen Weeks Ended May 1, 1999
External sales $223,613 $126,306 $44,130 $ 234 $2,543 $396,826
Intersegment sales - 49,141 - - - 49,141
Operating profit (loss) 11,373 9,885 (1,188) (470) (3,291) 16,309
</TABLE>
Reconciliation of operating profit to consolidated earnings before
income taxes (000's):
Thirteen Weeks Ended
---------------------------
April 29, 2000 May 1, 1999
-------------- -----------
Total operating profit $14,128 $16,309
Interest expense 4,265 4,683
Non-operating other (income) expense (77) 1,446
------- -------
Earnings before income taxes $ 9,940 $10,180
======= =======
Operating profit represents gross profit less general and
administrative expenses and other operating income or expense. The
"Other" segment includes Corporate general and administrative
expenses, which are not allocated to the operating units. Results
from the Scholze Tannery business are also included in the "Other"
segment in fiscal 1999. At the end of fiscal 1999, the Company sold
the Scholze Tannery business at approximately book value.
Note E - Stock Repurchase Program
---------------------------------
On May 4, 2000, the Company announced the approval by the Board of
Directors of a stock repurchase program which allows the Company to
repurchase up to 2 million shares of the Company's outstanding common
stock.
Note F - Condensed Consolidated Financial Information
-----------------------------------------------------
Certain of the Company=s debt is unconditionally and jointly and
severally guaranteed by certain wholly-owned domestic subsidiaries of
the Company. Accordingly, condensed consolidating balance sheets as
of April 29, 2000 and May 1, 1999, and the related condensed
consolidating statements of earnings and cash flows for the quarters
ended April 29, 2000 and May 1, 1999, are provided. These condensed
consolidating financial statements have been prepared using the equity
method of accounting in accordance with the requirements for
presentation of such information. Management believes that this
information, presented in lieu of complete financial statements for
each of the guarantor subsidiaries, provides meaningful information to
allow investors to determine the nature of the assets held by, and the
operations and cash flows of, each of the consolidating groups.
<PAGE 7>
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF APRIL 29, 2000
(Thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Totals
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 1,246 $ 5,461 $ 25,802 $ - $ 32,509
Receivables, net 29,188 10,919 16,253 - 56,360
Inventory 42,510 372,728 19,815 (10,952) 424,101
Other current assets (5,270) 18,585 2,406 4,443 20,164
-------- -------- --------- --------- --------
Total Current Assets 67,674 407,693 64,276 (6,509) 533,134
Other Assets 51,469 20,122 6,331 (4) 77,918
Property and Equipment, net 14,374 63,336 6,283 - 83,993
Investment in Subsidiaries 253,636 34,723 - (288,359) -
-------- -------- --------- --------- --------
Total Assets $387,153 $525,874 $ 76,890 $(294,872) $695,045
======== ======== ========= ========= ========
Liabilities & Shareholders' Equity
Current Liabilities
Notes payable $ 14,000 $ - $ 2,743 $ - $ 16,743
Accounts payable 4,596 133,887 11,462 - 149,945
Accrued expenses 18,885 49,555 9,444 922 78,806
Income taxes (937) 2,289 1,596 373 3,321
Current maturities of
long-term debt 10,000 - - - 10,000
-------- -------- --------- --------- --------
Total Current Liabilities 46,544 185,731 25,245 1,295 258,815
Long-Term Debt and Capitalized
Lease Obligations 162,035 - - - 162,035
Other Liabilities 20,836 (1,335) 648 - 20,149
Intercompany Payable
(Receivable) (96,308) 86,645 16,274 (6,611) -
Shareholders' Equity 254,046 254,833 34,723 (289,556) 254,046
-------- -------- --------- --------- --------
Total Liabilities and
Shareholders' Equity $387,153 $525,874 $ 76,890 $(294,872) $695,045
======== ======== ========= ========= ========
</TABLE>
<PAGE 8>
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
THIRTEEN WEEKS ENDED APRIL 29, 2000
(Thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Totals
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Sales $ 68,318 $334,782 $ 70,221 $(79,052) $394,269
Cost of goods sold 50,315 205,939 55,581 (79,052) 232,783
-------- -------- -------- -------- --------
Gross profit 18,003 128,843 14,640 - 161,486
Selling and
administrative expenses 17,890 121,749 8,646 (342) 147,943
Interest expense 4,210 - 55 - 4,265
Intercompany interest
(income) expense (3,114) 3,129 (15) - -
Other (income) expense (796) (33) (175) 342 (662)
Equity in (earnings)
of subsidiaries (7,198) (4,973) - 12,171 -
-------- -------- -------- -------- --------
Earnings (Loss) Before
Income Taxes 7,011 8,971 6,129 (12,171) 9,940
Income tax provision 463 1,773 1,156 - 3,392
-------- -------- -------- -------- --------
Net Earnings (Loss) $ 6,548 $ 7,198 $ 4,973 $(12,171) $ 6,548
======== ======== ======== ======== ========
</TABLE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THIRTEEN WEEKS ENDED APRIL 29, 2000
(Thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Totals
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Cash Provided (Used) by
Operating Activities $ (13) $ (3,823) $ (7,356) $ (192) $(11,384)
Investing Activities:
Capital expenditures (120) (4,858) (342) - (5,320)
Other 129 - - - 129
-------- -------- -------- -------- --------
Net Cash Provided (Used) by
Investing Activities 9 (4,858) (342) - (5,191)
Financing Activities:
Increase in short-term
notes payable 14,000 - 2,743 - 16,743
Proceeds from issuance of
common stock 10 - - - 10
Dividends paid (1,827) - - - (1,827)
Intercompany financing (19,784) 13,257 6,335 192 -
-------- -------- -------- -------- --------
Net Cash Provided (Used) by
Financing Activities (7,601) 13,257 9,078 192 14,926
Increase (Decrease) in Cash and
Cash Equivalents (7,605) 4,576 1,380 - (1,649)
Cash and Cash Equivalents at
Beginning of Period 8,851 885 24,422 - 34,158
-------- -------- -------- -------- --------
Cash and Cash Equivalents at
End of Period $ 1,246 $ 5,461 $ 25,802 $ - $ 32,509
======== ======== ======== ======== ========
</TABLE>
<PAGE 9>
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MAY 1, 1999
(Thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Totals
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ (285) $ 9,692 $ 17,519 $ - $ 26,926
Receivables, net 29,485 15,828 31,539 - 76,852
Inventory 42,747 337,451 21,585 (12,602) 389,181
Other current assets (4,192) 17,916 3,802 4,410 21,936
--------- --------- --------- --------- --------
Total Current Assets 67,755 380,887 74,445 (8,192) 514,895
Other Assets 45,983 19,259 12,101 (114) 77,229
Property and Equipment, net 15,177 62,402 7,183 - 84,762
Investment in Subsidiaries 239,295 42,174 - (281,469) -
--------- --------- --------- --------- --------
Total Assets $ 368,210 $ 504,722 $ 93,729 $(289,775) $676,886
========= ========= ========= ========= ========
Liabilities & Shareholders' Equity
Current Liabilities
Notes payable $ 28,000 $ - $ - $ - $ 28,000
Accounts payable 5,673 105,109 21,023 - 131,805
Accrued expenses 21,414 46,456 12,045 2,586 82,501
Income taxes (691) 7,377 1,285 416 8,387
Current maturities of
long-term debt 10,000 - - - 10,000
--------- --------- --------- --------- --------
Total Current Liabilities 64,396 158,942 34,353 3,002 260,693
Long-Term Debt and Capitalized
Lease Obligations 172,031 - 41 (41) 172,031
Other Liabilities 21,002 (811) 232 (69) 20,354
Intercompany Payable
(Receivable) (113,027) 102,182 16,929 (6,084) -
Shareholders' Equity 223,808 244,409 42,174 (286,583) 223,808
--------- --------- --------- --------- --------
Total Liabilities and
Shareholders' Equity $ 368,210 $ 504,722 $ 93,729 $(289,775) $676,886
========= ========= ========= ========= ========
</TABLE>
<PAGE 10>
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
THIRTEEN WEEKS ENDED MAY 1, 1999
(Thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Totals
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Sales $68,357 $310,842 $ 84,195 $(66,568) $396,826
Cost of goods sold 49,207 188,490 67,890 (66,568) 239,019
------- -------- -------- -------- --------
Gross profit 19,150 122,352 16,305 - 157,807
Selling and
administrative expenses 18,502 113,595 10,034 (482) 141,649
Interest expense 4,669 - 14 - 4,683
Intercompany interest
(income) expense (3,358) 3,358 - - -
Other (income) expense 868 159 (214) 482 1,295
Equity in (earnings)
of subsidiaries (7,592) (4,841) - 12,433 -
------- -------- -------- -------- --------
Earnings (Loss) Before
Income Taxes 6,061 10,081 6,471 (12,433) 10,180
Income tax provision (benefit) (255) 2,489 1,630 - 3,864
------- -------- -------- -------- --------
Net Earnings (Loss) $ 6,316 $ 7,592 $ 4,841 $(12,433) $ 6,316
======= ======== ======== ======== ========
</TABLE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THIRTEEN WEEKS ENDED MAY 1, 1999
(Thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guarantor Consolidated
Parent Subsidiaries Subsidiaries Eliminations Totals
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Cash Provided (Used) by
Operating Activities $ 12,925 $ (31,907) $(9,387) $ 6,661 $(21,708)
Investing Activities:
Capital expenditures (131) (7,292) (655) - (8,078)
------- --------- ------- -------- --------
Net Cash (Used) by
Investing Activities (131) (7,292) (655) - (8,078)
Financing Activities:
Increase in short-term
notes payable 28,000 - - - 28,000
Principal payments of
long-term debt (15,000) - - - (15,000)
Dividends paid (1,820) - - - (1,820)
Intercompany financing (36,445) 44,153 (1,047) (6,661) -
------- --------- ------- -------- --------
Net Cash Provided (Used) by
Financing Activities (25,265) 44,153 (1,047) (6,661) 11,180
Increase (Decrease) in Cash and
Cash Equivalents (12,471) 4,954 (11,089) - (18,606)
Cash and Cash Equivalents at
Beginning of Period 12,186 4,738 28,608 - 45,532
------- --------- ------- -------- --------
Cash and Cash Equivalents at
End of Period $ (285) $ 9,692 $17,519 $ - $ 26,926
======== ========= ======= ======= ========
</TABLE>
<PAGE 11>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------
Results of Operations
---------------------
Quarter ended April 29, 2000 compared to the Quarter ended May 1, 1999
-----------------------------------------------------------------------
Consolidated net sales for the fiscal quarter ended April 29,
2000 were $394.3 million compared to $396.8 million in the
quarter ended May 1, 1999. Net earnings of $6.5 million for
the first quarter of 2000 compares to net earnings of $6.3
million in the first quarter of 1999.
Famous Footwear achieved a sales increase of 6.0% during the
first quarter of 2000 to $237.0 million. The increase was
driven by 36 more stores, reflecting a total of 870 stores in
operation, slightly offset by a 1.0% same-store sales decline.
Operating earnings for the first quarter of 2000 decreased 3.1%
to $11.0 million from $11.4 million last year, due to the
combination of lower same-store sales and competitive pressure
on margins.
The Company's wholesale operations - the Brown Branded, Brown
Pagoda and Brown Canada divisions - had net sales of $110.3
million during the first quarter of 2000 compared to $126.3
million last year. This sales decrease was primarily due to
significant sales of Star Wars movie-related children's shoes
in the first quarter last year. Operating earnings of $8.1
million decreased from $9.9 million in the first quarter of
1999 primarily as a result of the lower sales.
In the Company's Naturalizer Retail operations, which includes
both the United States and Canadian stores, net sales increased
6.5% to $47.0 million in the first quarter of 2000. Same-store
sales in the first quarter of 2000 increased 3.1% in the United
States while decreasing 4.2% in Canada. Domestically, the
Company had 11 more stores in operation in 2000; Canada had 5
more stores in operation. At the end of the first quarter of
2000, 480 stores were in operation including 339 stores in the
United States and 141 stores in Canada. Total Naturalizer
retail operations incurred an operating loss of $1.7 million in
the first quarter of fiscal 2000 compared to a $1.2 million
loss in 1999. The higher operating loss resulted from increased
marketing costs to support the new Naturalizer brand image, and
the same-store sales decline at the Canadian stores.
Consolidated gross profit as a percent of sales increased to
41.0% from 39.8% during the same period last year. This
increase was primarily due to higher margins at the Company's
wholesale operations and a higher mix of retail sales, which
historically earn higher margins than wholesale sales.
Selling and administrative expenses as a percent of sales
increased to 37.5% from 35.7% during the same period last year.
This increase was due to the lower level of sales within the
wholesale operations, higher expenses within the retail
operations, and a higher mix of retail sales, which carry a
higher expense rate.
Other income in the first quarter of 2000 primarily represents
interest and royalty income. In 1999, other expense included
additional provisions for environmental remediation costs
associated with an owned facility in Colorado as well as other
legal matters.
<PAGE 12>
The consolidated tax rate was 34.1% of consolidated pre-tax
income for the first quarter of 2000 compared to 38.0% for last
year. The fiscal 1999 effective rate was higher due to losses
at the now discontinued Pagoda International marketing division
on which no tax benefit was recorded.
Financial Condition
-------------------
A summary of key financial data and ratios at the dates
indicated is as follows:
April 29, May 1, January 29,
2000 1999 2000
---------- ------ -----------
Working Capital (millions) $274.3 $254.2 $270.0
Current Ratio 2.1:1 2.0:1 2.2:1
Total Debt as a Percentage of
Total Capitalization 42.6% 48.4% 40.8%
Cash flow from operating activities for the first quarter of
fiscal 2000 was a net usage of $11.4 million versus a net usage
of $21.7 million last year. In the first quarter of 2000, cash
flow improved primarily as a result of lower accounts
receivable and higher accounts payable offset by higher
inventories.
The increase in the ratio of total debt as a percentage of
total capitalization at April 29, 2000, compared to the end of
fiscal 1999, is due to the cash usage in the first quarter. In
addition, the Company did not have any notes payable
outstanding at the end of fiscal 1999. At April 29, 2000,
$14.0 million was borrowed and $9.1 million of letters of
credit were outstanding under the Company=s $155.0 million
revolving bank Credit Agreement.
On May 4, 2000, the Company announced the approval by the Board
of Directors of a stock repurchase program which allows the
Company to repurchase up to 2 million shares of the Company's
outstanding common stock.
Forward-Looking Statements
--------------------------
This Form 10-Q contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. Actual results could differ materially. In Item 1 of
the Company=s fiscal 1999 Annual Report on Form 10-K, detailed
risk factors that could cause variations in results to occur
are listed and further described. Such filing is incorporated
herein by reference.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
-------------------------------------------------------------------
No material changes have taken place in the quantitative and
qualitative information about market risk since the end of the
most recent fiscal year.
<PAGE 13>
PART II - OTHER INFORMATION
---------------------------
Item 1 - Legal Proceedings
--------------------------
There have been no material developments during the quarter
ended April 29, 2000, in the legal proceedings described in
the Company's Annual Report on Form 10-K for the period ended
January 29, 2000.
Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
At the Annual Meeting of Shareholders held on May 25, 2000,
one proposal described in the Notice of Annual Meeting of
Shareholders dated April 19, 2000, was voted upon.
1. The shareholders elected three directors, Mr. Joseph L.
Bower, Mr. W. Patrick McGinnis and Mr. Jerry E. Ritter for
terms of three years each. The voting for each director was as
follows:
Directors For Withheld
--------- ---------- --------
Mr. Jospeh L. Bower 15,947,852 225,326
Mr. W. Patrick McGinnis 15,952,976 220,202
Mr. Jerry E. Ritter 15,887,009 286,169
Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Listing of Exhibits
(3) (a) 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.
(a)(i) 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.
(a)(ii) Amendment of Certificate of
Incorporation of the Company
filed May 27, 1999,
incorporated herein by
references to Exhibit 3 to the
Company's report on Form 10-Q
for the quarter ended May 1,
1999.
(b) Bylaws of the Company as
amended through March 2, 2000,
incorporated herein by
reference to Exhibit 3 to the
Company=s Report on Form 10-K
for the fiscal year ended
January 29, 2000.
(27) Financial Data Schedule (Page 15)
<PAGE 14>
(b) Reports on Form 8-K:
The Company filed no reports on Form 8-K
during the quarter ended April 29, 2000.
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 SHOE COMPANY, INC.
Date: June 9, 2000 /s/ Andrew M. Rosen
---------------------------------------
Andrew M. Rosen
Chief Financial Officer and Treasurer
On Behalf of the Corporation as
the Principal Financial Officer
