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NOTICE OF GUARANTEED DELIVERY FOR
TENDER OF 9 1/2% SENIOR NOTES
DUE OCTOBER 15, 2006 OF BROWN GROUP, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Brown Group, Inc., a New York corporation (the ``Company''),
made pursuant to the Prospectus, dated --------, 1996 (the ``Prospectus''), if
certificates for the outstanding 9 1/2% Senior Notes due October 15, 2006 of
the Company (the ``Private Notes'') are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach State Street Bank and Trust
Company (the ``Exchange Agent'') on or prior to 5:00 p.m., New York City time,
on the Expiration Date of the Exchange Offer. This Notice of Guaranteed
Delivery may be delivered or transmitted by telegram, telex, facsimile
transmission, mail or hand delivery to the Exchange Agent as set forth below.
See ``The Exchange Offer--Procedures for Tendering'' in the Prospectus. In
addition, in order to utilize the guaranteed delivery procedure to tender
Private Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or a manually signed facsimile thereof) must also
be received by the Exchange Agent on or prior to 5:00 p.m., New York City time,
on the Expiration Date. Capitalized terms used herein but not defined herein
have the respective meanings given to them in the Prospectus.
Delivery To:
State Street Bank and Trust Company, Exchange Agent
By Mail: By Facsimile Transmission: By Hand:
State Street Bank and (For Eligible Institutions Only) State Street Bank and
Trust Company, (617) 664-5784 Trust Company
P.O. Box 778 Two International Place--4th Floor
Boston, Massachusetts 02102 Confirm by Telephone: Boston, Massachusetts 02110
Attention: Nancy Bowker (617) 664-5539 Attention: Corporate Trust Window
Corporate Trust Department
or
By Overnight Delivery:
State Street Bank and State Street Bank and Trust
Trust Company Company, National Association
Two International Place--4th Floor 61 Broadway
Boston, Massachusetts 02110 New York, New York 10006
Attention: Nancy Bowker Attention: Corporate Trust
Corporate Trust Department Window--Concourse Level
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ``ELIGIBLE INSTITUTION'' UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the related
Letter of Transmittal, the undersigned hereby tenders to the Company the
principal amount of Private Notes set forth below, pursuant to the guaranteed
delivery procedures described in the Prospectus under the caption ``The
Exchange Offer--Guaranteed Delivery Procedures.''
Principal Amount of Private Notes Tendered:<F*>
$ -------------------------------------------------
Certificate Nos. (if available)
- --------------------------------------------------- If Private Notes will be delivered by book-entry
transfer to The Depository Trust Company, provide
account number.
Total Principal Amount Represented by Private Notes
Certificate(s):
$ ------------------------------------------------- Account Number
<FN>
- --------
<F*> Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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AN AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED, AND EVERY OBLIGATION OF THE
UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
- ---------------------------------------------------------------------------
PLEASE SIGN HERE
X ------------------------------------------------------ ----------------------------------------
X ------------------------------------------------------ ----------------------------------------
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: -------------------------------------------
MUST BE SIGNED BY THE HOLDER(S) OF PRIVATE NOTES AS THEIR NAME(S) APPEAR(S)
ON CERTIFICATES FOR PRIVATE NOTES OR ON A SECURITY POSITION LISTING, OR BY
PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY ENDORSEMENT AND
DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF SIGNATURE IS
BY TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR
OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST
SET FORTH HIS OR HER FULL TITLE BELOW.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ------------------------------------------------------------------------------------------------
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Capacity: ------------------------------------------------------------------------------------------------
Address(es): ------------------------------------------------------------------------------------------------
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GUARANTEE
The undersigned, a member of a registered national securities exchange, or
a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States, hereby guarantees that the certificates representing the
principal amount of Private Notes tendered hereby in proper form for transfer,
or timely confirmation of the book-entry transfer of such Private Notes into
the Exchange Agent's account at The Depository Trust Company pursuant to the
procedures set forth in ``The Exchange Offer--Guaranteed Delivery Procedures''
section of the Prospectus, together with one or more properly completed and
duly executed Letter(s) of Transmittal (or a manually signed facsimile thereof)
with any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the address
set forth above, no later than five New York Stock Exchange trading days after
the date of execution hereof.
- -------------------------------------------------- --------------------------------------------------
Name of Firm Authorized Signature
- -------------------------------------------------- --------------------------------------------------
Address Title
Name:
- -------------------------------------------------- --------------------------------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. --------------------------- Dated: -------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF PRIVATE NOTES MUST BE MADE PURSUANT TO, AND
BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.