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 23, 1998
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
On January 23, 1998, Brown Group, Inc. announced that
the consent solicitation relating to its $100,000,000
9-1/2% Senior Notes due October 15, 2006 (the "Notes")
expired at 5:00 p.m., New York City time. As of the
expiration time, it had received consents from holders
of at least a majority in aggregate principal amount of
the Notes. Attached as an exhibit to this report is a
copy of a press release issued on January 23, 1998,
which press release is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
Exhibit No. Description of Exhibit
99.1 Press release dated January 23, 1998
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 26, 1998
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BROWN GROUP, INC. ANNOUNCES EXPIRATION OF CONSENT SOLICITATION
FOR 9-1/2 PERCENT SENIOR NOTES DUE 2006 AND
RECEIPT OF MAJORITY OF CONSENTS
ST. LOUIS, MISSOURI, January 23, 1998 . . . Brown Group, Inc.
(NYSE: BG) announced today that the consent solicitation
relating to its 9-1/2 percent Senior Notes due October 15, 2006
(the "Notes") expired today at 5:00 p.m., New York City time, and
that as of the expiration time it had received consents from
holders of at least a majority in aggregate principal amount of
the Notes.
The receipt of consents from holders of at least a majority in
aggregate principal amount of the Notes was a condition to the
successful completion of the consent solicitation. The fee to be
paid for each consent properly delivered prior to the expiration
of the consent solicitation is $5.00 in cash for each $1,000
principal amount of Notes.
Brown Group, Inc. is a $1.5 billion footwear company with worldwide
operations. The Company operates the Famous Footwear, Naturalizer and F. X.
LaSalle chains of footwear retail stores and markets leading brands including
Naturalizer, Life Stride, NaturalSPORT, the Larry Stuart Collection, le coq
sportif athletic footwear, Buster Brown, and licensed brands including Dr.
Scholl's, Disney and Star Wars character footwear.
Brown Group, Inc. press releases are available by fax through PR Newswire's
Company News On-Call fax service at 800-758-5804, extension 109435. Brown
Group, Inc. information also is available on the Company's web site at
http://www.browngroup.com. # # # # #