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, 1997
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 121 Pages
Item 2. Acquisition or Disposition of Assets
On January 9, 1997, Brown Group, Inc. (the "Company")
entered into a bank credit agreement (the "Credit
Agreement") with NationsBanc Capital Markets, Inc.
(formerly The Boatmen's National Bank of St. Louis), and
First Chicago Capital Markets, Inc., as Co-Agents, to
provide $155 million in available financing and
committed letter-of-credit backing. The Credit
Agreement, which replaced the Company's former bank
credit agreement for $200 million, includes a LIBOR-based
borrowing option. The Credit Agreement also
contains covenants which, among other things, require
the maintenance of certain financial ratios related to
fixed charge coverage, consolidated tangible net worth,
and long term debt-to-capital. The Credit Agreement is
for a term of three years.
Item 5. Other Events
On January 9, 1997, the Company entered into a
supplemental indenture (the "First Supplemental
Indenture") between Brown Group, Inc., certain of its
direct and indirect wholly-owned subsidiaries, (Brown
Group International, Inc., Brown Group Retail, Inc.,
Pagoda Trading Company, Inc., and Sidney Rich
Associates, Inc., collectively the "Guarantors"), and
State Street Bank and Trust Company, as Trustee,
supplementing the Indenture dated October 1, 1996
between the Company and State Street Bank and Trust
Company, as Trustee, (the "Indenture"). The First
Supplemental Indenture provides that each of the
Guarantors jointly and severally and unconditionally
guarantees the prompt payment of the principal of and
interest on the securities issued under the Indenture,
in accordance with the terms thereof.
Item 7. Financial Statements, Pro Forma Information and Exhibits
Exhibit No. Description of Exhibit
4 (a) Credit Agreement, dated as of January 9,
1997, between the Company and
NationsBanc Capital Markets, Inc.
(formerly The Boatmen's National Bank of
St. Louis) and First Chicago Capital
Markets, Inc., as Co-Agents.
4 (b) First Supplemental Indenture dated as of
January 9, 1997, between Brown Group,
Inc., Brown Group International, Inc.,
Brown Group Retail, Inc., Pagoda Trading
Company, Inc., Sidney Rich Associates,
Inc., and State Street Bank and Trust
Company, as Trustee.
99.1 Press release dated January 13, 1997.
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 17, 1997