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): October 7, 1996
Brown Group, Inc.
(Exact Name of Registrant as Specified in Charter)
New York 1-2191 43-0197190
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
8300 Maryland Avenue, St. Louis, Missouri 63105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 854-4000
Item 2. Acquisition or Disposition of Assets.
On October 7, 1996, Brown Group, Inc. completed the sale of
$100,000,000 of its 9-1/2% Senior Notes due 2006 (the "Notes") in a
private offering exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act") to Smith Barney
Inc., First Chicago Capital Markets, Inc. and Dillon, Read & Co.
Inc. for resale of the Notes in accordance with Rule 144A of the
Act. The net proceeds from the sale of the Notes were used to
pay down Brown Group's revolving credit facility.
As a result of the completion of the sale of its Notes, the
Company elected to reduce the lenders' commitment to $150 million
from $200 million under its Bank Credit Agreement, as amended,
dated as of December 22, 1993 between the Company and The First
National Bank of Chicago, as Agent for certain Lenders and The
Boatmen's National Bank of St. Louis and Citibank, N.A., as Co-
Agents for such Lenders (as amended, the "Bank Credit
Agreement"). Such election by the Company, pursuant to the terms
of the Bank Credit Agreement, was made as of October 16, 1996.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Indenture dated as of October 1, 1996 between
Brown Group, Inc. and State Street Bank and Trust
Company, as Trustee.
4.2 Registration Rights Agreement dated as of October
7, 1996 between Brown Group, Inc. and Smith
Barney Inc., First Chicago Capital Markets, Inc.
and Dillon, Read & Co. Inc., as Initial
Purchasers.
SIGNATURE
Pursuant to the requirements of Section 12 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.
Date: October 21, 1996 By: /s/ Harry E. Rich
Executive Vice President
and Chief Financial
Officer and on Behalf of
the Corporation as the
Principal Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Indenture dated as of October 1, 1996 between
Brown Group, Inc. and State Street Bank and Trust
Company, as Trustee.
4.2 Registration Rights Agreement dated as of October
7, 1996 between Brown Group, Inc. and Smith
Barney Inc., First Chicago Capital Markets, Inc.
and Dillon, Read & Co. Inc., as Initial
Purchasers.