As filed with the Securities and Exchange
Commission on July 14, 1999. Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHOE CARNIVAL, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1736614
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8233 BAUMGART ROAD, EVANSVILLE, INDIANA 47711
(Address of Principal Executive Offices) (Zip Code)
SHOE CARNIVAL, INC.
OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
MARK L. LEMOND
8233 BAUMGART ROAD
EVANSVILLE, INDIANA 47711
(Name and address of agent for service)
(812) 867-6471
(Telephone number, including area code, of agent for service)
COPIES TO:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
Title of AMOUNT PROPOSED PROPOSED AMOUNT OF
Securities TO BE MAXIMUM MAXIMUM REGISTRATION
to be REGISTERED OFFERING AGGREGATE FEE
registered (1) PRICE PER OFFERING
SHARE (2) PRICE (2)
Common Stock, 25,000 shares $16.6875 (3) $417,188 (3) $115.98 (3)
$0.01
par value
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement, also registers such
additional shares of Common Stock as may be offered or issued to prevent
dilution resulting from stock splits, stock dividends and similar
transactions.
(2) It is impracticable to state the maximum offering price. Shares
offered pursuant to non-qualified stock options granted under the Outside
Directors Stock Option Plan are to be offered at not less than the fair
market value of one share of Common Stock on the date such stock options
are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low prices of the Common Stock as
reported by NASDAQ on July 8, 1999, which was $16.6875 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The Section 10(a) prospectuses for the Shoe Carnival, Inc. Outside
Directors Stock Option Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the year ended January
31, 1999 and the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendments or reports filed for the purpose of updating such description,
are incorporated herein by reference. All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial statements are contained in the annual report
described above are incorporated herein by reference. All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is delivered, a
copy of any or all information that has been incorporated herein by
reference (not including exhibits to the information that is incorporated
by reference unless such exhibits are specifically incorporated by
reference into such information), upon the written or oral request of such
person directed to the Secretary of the Company at its principal offices,
8233 Baumgart Road, Evansville, Indiana 47711, (812) 867-6471.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Reference is made to Article VI of the Company's Restated Articles of
Incorporation, as amended to date, and Article V of the Registrant's By-
Laws, as amended to date, which provide that the Registrant shall indemnify
and advance expenses to its currently acting and its former directors,
officers, employees or agents to the fullest extent permitted by applicable
law, as amended from time to time.
The Indiana Business Corporation Law provides in regard to
indemnification of directors and officers as follows:
23-1-37-8. BASIS. (a) A corporation may indemnify an individual made
a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
(1) The individual's conduct was in good faith; and
(2) The individual reasonably believed:
(A) In the case of conduct in the individual's official
capacity with the corporation, that the individual's conduct was
in its best interests; and
(B) In all other cases, that the individual's conduct was at
least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual
either:
(A) Had reasonable cause to believe the individual's conduct
was lawful; or
(B) Had no reasonable cause to believe the individuals
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests
of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.
23-1-37-9. AUTHORIZED. Unless limited by its articles of
incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because the director is or was a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.
23-1-37-13. OFFICERS, EMPLOYEES OR AGENTS. Unless a corporation's
articles of incorporation provide otherwise:
(1) An officer of the corporation, whether or not a director, is
entitled to mandatory indemnification under section 9 of this chapter,
and is entitled to apply for court-ordered indemnification under
section 11 of this chapter, in each case to the same extent as a
director;
(2) The corporation may indemnify and advance expenses under this
chapter to an officer, employee, or agent of the corporation, whether
or not a director, to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent, whether or not a director, to the extent
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, contract.
23-1-37-15. REMEDY NOT EXCLUSIVE OF OTHER RIGHTS. (a) The
indemnification and advance for expenses provided for or authorized by this
chapter does not exclude any other rights to indemnification and advance
for expenses that a person may have under:
(1) A corporation's articles of incorporation or bylaws;
(2) A resolution of the board of directors or of the
shareholders; or
(3) Any other authorization, whenever adopted, after notice, by a
majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the
board of directors or of the shareholders, or other duly adopted
authorization of indemnification or advance for expenses limit
indemnification or advance for expenses, indemnification and advance for
expenses are valued only to the extent consistent with the articles,
bylaws, resolutions of the board of directors or of the shareholders, or
other duly adopted authorization of indemnification or advance for
expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a
time when the person has not been made a named defendant or respondent to
the proceeding.
In addition, the Company has a directors' and officers' liability and
company reimbursement policy that insures against certain liabilities,
including liabilities under the Securities Act, subject to applicable
retentions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act,
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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Evansville, State of Indiana, on
the 6th day of July, 1999.
SHOE CARNIVAL, INC.
By: /S/ MARK L. LEMOND
Mark L. Lemond, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes Mark L.
Lemond and W. Kerry Jackson, each with full power of substitution, to
execute in the name and on behalf of such person any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of Mark L. Lemond and W. Kerry Jackson, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.
SIGNATURE TITLE DATE
/S/ J. WAYNE WEAVER Chairman of the Board JULY 6, 1999
J. WAYNE WEAVER and Director
/S/ MARK L. LEMOND President, Chief Executive Officer JULY 6, 1999
MARK L. LEMOND and Director (Principal
Executive Officer)
/S/ W. KERRY JACKSON Vice President, Chief Financial JULY 6, 1999
W. KERRY JACKSON Officer and Treasurer
(Principal Financial Officer
and Treasurer (Principal
Accounting Officer)
/S/ WILLIAM E. BINDLEY Director JULY 6, 1999
WILLIAM E. BINDLEY
/S/ GERALD W. SCHOOR Director JULY 6, 1999
GERALD W. SCHOOR
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
NO.
<S> <C>
4.1 Restated Articles of Incorporation of Registrant (The copy of this
Exhibit filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K dated July 17, 1996 is incorporated by reference.)
4.2 Articles of Amendment of Restated Articles of Incorporation of the
Registrant (The copy of this Exhibit filed as Exhibit 3.A(i) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 1, 1998 is incorporated by reference.)
4.3 By-Laws of Registrant, as amended to date. (The copy of this
Exhibit filed as Exhibit 3-B to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 2, 1996 is incorporated by
reference.)
4.4 Shoe Carnival, Inc. Outside Directors Stock Option Plan, as amended
to date.
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker & Daniels (included in Baker & Daniels Opinion
filed as Exhibit 5).
24 Power of Attorney (included on the Signature Page of the
Registration Statement).
</TABLE>
EXHIBIT 4.4
SHOE CARNIVAL, INC.
OUTSIDE DIRECTORS STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to advance the interests of
the Company and its stockholders by encouraging increased Common Stock
ownership by members of the Board who are not employees of the Company or
any of its Subsidiaries, in order to promote long-term stockholder value
through directors' continuing ownership of the Common Stock.
2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms, when used in the Plan, shall have the meanings set forth
below.
"Board" shall mean the Board of Directors of the Company, as it may
from time to time be constituted.
"Common Stock" shall mean the Common Stock, par value $.01 per share,
of the Company, and shall include the Common Stock as it may be
changed from time to time as described in Paragraph 7 of the Plan.
"Company" shall mean Shoe Carnival, Inc., and any successor by merger
or consolidation.
"Eligible Director" shall mean a member of the Board who is not at
the time of receipt of an Option an employee of the Company or any of
its Subsidiaries.
"Fair Market Value" of the Common Stock of the Company means the last
sale price on the applicable date (or if there is no reported sale on
such date, on the last preceding date on which any reported sale
occurred) of one share of Common Stock on the principal exchange on
which such shares are listed, or if not listed on any exchange, on
the NASDAQ National Market System or any similar system then in use,
or if the shares of Common Stock are not listed on the NASDAQ
National Market System, the mean between the closing high bid and low
asked quotations of one such share on the date in question as
reported by NASDAQ or any similar system then in use, or, if no such
quotations are available, the Fair Market Value on such date of one
share of Common Stock as the Board shall determine.
"Grantee" shall mean an Eligible Director who has been granted an
Option.
"Option" shall mean a non-qualified option to purchase authorized but
unissued Common Stock or Common Stock held in the treasury granted by
the Company pursuant to the terms of the Plan.
"Plan" shall mean the Shoe Carnival, Inc. Outside Directors Stock
Option Plan, as set forth herein and as amended from time to time.
"Subsidiary" shall mean any corporation at least 50% of whose
outstanding voting stock is owned, directly or indirectly, by the
Company.
3. ADMINISTRATION. The Plan shall be administered by the Board. The
Board shall have all the powers vested in it by the terms of the Plan, such
powers to include authority (within the limitations described herein) to
prescribe the form of the agreements embodying Options. The Board shall,
subject to the provisions of the Plan, grant Options pursuant to the Plan
and shall have the power to construe the Plan, to determine all questions
arising thereunder, and to adopt and amend such rules and regulations for
the administration of the Plan as it may deem desirable. Any decision of
the Board in the administration of the Plan, as described herein, shall be
final and conclusive.
4. PARTICIPATION. Each Eligible Director shall be eligible to receive
Option grants in accordance with Paragraphs 5, 6, and 7 below.
5. GRANTS UNDER THE PLAN. (a) Options may be granted under the Plan,
subject to the terms, conditions and restrictions specified in Paragraphs 6
and 7 below. There may be issued under the Plan pursuant to the exercise
of Options an aggregate of not more than 25,000 shares of Common Stock,
subject to adjustment as provided in Paragraph 7 below. Shares of Common
Stock that are the subject of an Option but not purchased prior the
expiration of the Option, shall thereafter be considered unissued for
purposes of the maximum number of shares that may be issued under the Plan,
and may again be the subject of Option grants under the Plan. If at any
time, the shares remaining available for Option grants are not sufficient
to make all Option grants then required to be made under the Plan, no
Option grants shall be made.
(b) An Eligible Director to whom an Option is provided to be granted
or is granted under the Plan (and any person succeeding to such an Eligible
Director's right pursuant to the Plan), shall have no rights as a
stockholder with respect to any shares of Common Stock issuable pursuant to
any such Option until such Option is exercised. Except as provided in
Paragraph 7 below, no adjustment shall be made for dividends,
distributions, or other rights (whether ordinary or extraordinary, and
whether in cash, securities, or other property) for which the record date
is prior to the date an Option is exercised. Except as expressly provided
for in the Plan, no Eligible Director or other person shall have any claim
or right to be granted an Option. Neither the Plan nor any action taken
hereunder shall be construed as giving any Eligible Director any right to
be retained in the service of the Company.
6. OPTION GRANTS. On April 1 of each year, commencing April 1, 1999,
each Eligible Director on such date shall be automatically granted an
Option to purchase 1,000 shares of Common Stock (subject to adjustment as
provided in Paragraph 7). Each Option shall be evidenced by an agreement
in such form as the Board shall prescribe from time to time in accordance
with the Plan and shall comply with the following terms and conditions and
such additional terms and conditions not inconsistent with the Plan as may
from time to time be prescribed by the Board.
(a) The Option exercise price per share shall be equal to the Fair
Market Value of a share of Common Stock on the date the Option is
granted.
(b) The Option shall not be transferable by the Grantee otherwise
than by will or the laws of descent and distribution, and shall be
exercisable during his lifetime only by him.
(c) The Option shall not be exercisable before the expiration of
six months from the date it is granted and after the expiration of
ten years from the date it is granted.
(d) Payment of the Option price shall be made at the time the
Option is exercised, and shall be made in United States dollars by
cash or check.
(e) An Option shall not be exercisable unless the person exercising
the Option has been, at all times during the period beginning with
the date of grant of the Option and ending on the date of such
exercise, in continuous service on the Board, except that
(i) if any Grantee of an Option shall die or become
permanently disabled or shall retire with the consent of the
Board, holding an Option that has not expired and has not been
fully exercised, he or his executor, administrators, heirs, or
distributees, as the case may be, may, at any time within one
year after the date of such event (but in no event after the
Option has expired under the provisions of subparagraph 6(c)
above), exercise the Option with respect to any shares as to
which the Grantee could have exercised the Option at the time of
his death, disability, or retirement; or
(ii) if a Grantee shall cease to serve as a director of the
Company for any reason other than those set forth in 6(e)(i)
above, while holding an Option that has not expired and has not
been fully exercised, the Grantee, at any time within three months
of the date he ceased to be such an Eligible Director (but in no
event after the Option has expired under the provisions of
subparagraph 6(c) above), may exercise the Option with respect to
any shares of Common Stock as to which he could have exercised the
Option on the date he ceased to be such an Eligible Director.
(f) Each Grantee of an Option shall pay to the Company, or make
arrangements satisfactory to the Board regarding the payment of, any
federal, state, or local taxes of any kind required by law to be
withheld with respect to the shares of Common Stock as to which an
Option is being exercised.
7. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding Common Stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares or other similar event, the number or kind of shares that
may be issued under the Plan pursuant to Paragraphs 5 and 6 above, the
number or kind of shares subject to any outstanding Option, and the Option
price per share under any outstanding Option, shall be automatically
adjusted so that the proportionate interest of the Eligible Directors or of
the Grantee shall be maintained as before the occurrence of such event. Any
adjustment in outstanding Options shall be made without change in the total
Option exercise price applicable to the unexercised portion of such Options
and with a corresponding adjustment in the Option exercise price per share.
Any adjustment permitted by this Paragraph shall be conclusive and binding
for all purposes of the Plan.
8. MISCELLANEOUS PROVISIONS. (a) An Eligible Director's rights and
interests under the Plan may not be assigned or transferred in whole or in
part either directly or by operation of law or otherwise (except in the
event of a participant's death, by will or the laws of descent and
distribution), including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy, or in any other manner, and no
such right or interest of any Eligible Director in the Plan shall be subject
to any obligation or liability of such Eligible Director.
(b) If the shares of Common Stock that are the subject of an Option are
not registered under the Securities Act of 1933, as amended, pursuant to an
effective registration statement, the Grantee, if the Board shall deem it
advisable, may be required to represent and agree in writing (i) that any
shares of Common Stock acquired by such Grantee pursuant to the Plan will
not be sold except pursuant to an exemption from registration under said Act
and (ii) that such Grantee is acquiring such shares of Common Stock for his
own account and not with a view to the distribution thereof. No shares of
Common Stock shall be issued hereunder unless counsel for the Company shall
be satisfied that such issuance will be in compliance with applicable
federal, state and other securities laws.
(c) By accepting any Options under the Plan, each Grantee and each
person claiming under or through him shall be conclusively deemed to have
indicated his acceptance and ratification of and consent to, the terms and
conditions of the Plan and any action taken under the Plan by the Company or
the Board.
9. AMENDMENT. The Board may at any time and from time to time and in
any respect amend or modify this Plan; provided, however, that any
amendments requiring shareholder approval under any applicable rule of the
Securities and Exchange Commission, any stock exchange, Nasdaq or other
regulatory body shall be subject to approval by the shareholders of the
Company in the manner required by such rule.
10. TERMINATION. This Plan shall terminate upon the earlier of the
following dates or events to occur:
(a) Upon the adoption of a resolution of the Board terminating the
Plan; or
(b) Upon the award or the purchase upon exercise of Options of all
the shares of Common Stock provided to be awarded or the subject of
Options under Paragraph 5 and 6, as adjusted pursuant to Paragraph 7.
No termination of the Plan shall materially and adversely affect any of the
rights or obligations of any Grantee, without his consent, under any Option
theretofore granted under the Plan.
11. EFFECTIVE DATE. The Plan shall be effective upon adoption by the
Board.
Adopted by the Board of Directors of
Shoe Carnival, Inc. on March 4, 1999
EXHIBIT 5
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
July 6, 1999
Shoe Carnival, Inc.
8233 Baumgart Road
Evansville, Indiana 47711
Gentlemen:
We have examined the corporate records and proceedings of Shoe
Carnival, Inc., an Indiana corporation ("Company"), with respect to (a) the
organization of the Company, and (b) the legal sufficiency of all corporate
proceedings of the Company taken in connection with the authorization,
reservation for issuance, validity and nonassessability of the additional
25,000 shares of common stock of the Company, par value $.01 per share
("Common Stock"), that may be issued under the Company's Outside Directors
Stock Option Plan (the "Plan"), pursuant to the Company's Registration
Statement on Form S-8 ("Registration Statement"), in connection with which
this opinion is given.
Based upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation
under the laws of the State of Indiana.
2. When the Registration Statement shall have become effective and
the shares of Common Stock offered pursuant thereto have been issued and
sold in accordance with the terms of the Plan such shares will be validly
authorized, legally issued, and fully paid and nonassessable.
Our opinion expressed above is limited to the federal law of the
United States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission
thereunder.
Yours very truly,
/s/ Baker & Daniels
BAKER & DANIELS
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Shoe Carnival, Inc. on Form S-8 of our report dated March 5, 1999,
except for Note 5, as to which the date is April 16, 1999, appearing in the
Annual Report on Form 10-K of Shoe Carnival, Inc. for the fiscal year ended
January 30, 1999.
/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Stamford, Connecticut
July 6, 1999
