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) September 27, 1996 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 3 Pages Item 5. Other Events ------------ Results for Brown Group, Inc. for the four weeks ended August 31, 1996 and August 26, 1995, and for the seven months ended August 31, 1996 and August 26, 1995 are set forth below. August results reflect a substantial portion of the back-to-school selling season, and the month is generally the most profitable of the year. The Corporation'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. BROWN GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Thousands, except per share) One Month Ended Seven Months Ended ---------------------- ------------------------- August 31, August 26, August 31, August 26, 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net Sales $159,701 $147,739 $905,469 $848,042 Cost of Goods Sold 100,359 95,075 565,729 558,674 -------- -------- -------- -------- Gross Profit 59,342 52,664 339,740 289,368 Selling and Administrative Expenses 46,808 43,455 308,278 288,796 Interest Expense 1,251 1,175 10,506 9,055 Other (Income) Expense (694) 26 (834) 3,448 -------- -------- -------- -------- Earnings (Loss) Before Income Taxes 11,977 8,008 21,790 (11,931) Income Tax (Provision) Benefit (3,673) (2,942) (7,445) 4,205 -------- -------- -------- -------- Net Earnings (Loss) $ 8,304 $ 5,066 $ 14,345 $ (7,726) ======== ======== ======== ======== Net Earnings (Loss) Per Common Share $ .47 $ .29 $ .81 $ (.44) ======== ======== ======== ======== Average Shares of Common Stock Outstanding 17,669 17,591 17,632 17,593 (1) Results for the seven month period ended August 31, 1996 include an after tax credit of $2,620,000 relating to the LIFO liquidation of footwear manufactured in closed domestic facilities. Results for the four weeks ended August 31, 1996 were not affected by the LIFO credit. (2) Results for the four weeks ended August 26, 1995 include an after tax credit of $1,105,000 from the liquidation of LIFO inventories. Results for the seven month period ended August 26, 1995 include an after tax charge of $9,632,000 to provide for the cost of factory closings, partially offset by an after tax credit of $3,507,000 from associated LIFO inventory liquidation, for a net charge of 35 cents per share. BROWN GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands) August 31, August 26, 1996 1995 ---------- ---------- ASSETS Cash and Cash Equivalents $ 21,686 $ 26,205 Receivables, Net 84,439 98,083 Inventories (less reserve for valuation of last-in, first-out cost at August 31, 1996 of $23,188 and August 26, 1995 of $30,774) 401,919 358,683 Other Current Assets 42,094 47,752 -------- -------- 550,138 530,723 Property and Equipment - Net 83,792 94,017 Other Assets 69,637 64,267 -------- -------- $703,567 $689,007 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Notes Payable and Current Maturities of Long-Term Debt $107,000 $151,648 Other Current Liabilities 227,738 218,475 -------- -------- Total Current Liabilities 334,738 370,123 Long-Term Debt and Capitalized Leases 104,023 57,468 Other Liabilities 26,037 31,081 Shareholders' Equity 238,769 230,335 -------- -------- $703,567 $689,007 ======== ======== 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 and on Behalf of the Corporation as the Principal Financial Officer Date: September 27, 1996 ------------------