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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): March 7, 1996
BROWN GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-2191 43-0197190
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
8300 Maryland Avenue, St. Louis, Missouri 63105
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 854-4000
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Item 5. Other Events.
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On March 7, 1996, the Board of Directors of Brown Group, Inc. (the
"Company") declared a dividend distribution of one Common Stock Purchase Right
(the "Rights") for each outstanding share of Common Stock, par value $3.75 per
share (the "Common Stock"), of the Company (other than shares held in the
Company's treasury). The dividend distribution is payable to the stockholders
of record at the close of business on March 18, 1996. Except as set forth
below, each Right entitles the registered holder to purchase from the Company
one share of Common Stock at a price of $55.00 per share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set forth
in a Rights Agreement ("the Rights Agreement") between the Company and
Boatmen's Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier of (i) the close of business on the tenth business day
following the public announcement or the date that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) (an "Acquiring Person")
has acquired, or obtained the right to acquire, 20% or more of the outstanding
shares of Common Stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer
of the Company following express approval by action of at least majority of the
members of the Board of Directors then in office (the "Stock Acquisition
Date"), or (ii) the close of business on the tenth business day (or such later
date as determined by the Board of Directors but not later than the Stock
Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other
than the Company, any subsidiary of the Company or any employee benefit plan of
the Company) which, upon consummation, would result in such party's control of
more than 20% or more of the Company's voting stock (the earlier of the dates
in clause (i) or (ii) above being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Company's Common Stock
certificates outstanding as of March 18, 1996 (other than shares held in the
Company's treasury), by such Common Stock certificates. The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred with
and only with the Company's Common Stock. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), new Common Stock
certificates issued after March 18, 1996, upon transfer, new issuance or
issuance from the Company's treasury of the Company's Common Stock, will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the
Rights), the surrender for transfer of any of the Company's Common Stock
certificates outstanding as of March 18, 1996 will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Company's Common Stock as of the close of business on the
Distribution Date and such separate certificates alone will then evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 18, 2006, unless earlier redeemed or exchanged by the
Company, as described below.
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
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dividend on, or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the issuance of Common Stock or rights to subscribe for shares
of Common Stock or securities convertible into Common Stock at less than the
then current market price of the Common Stock, or (iii) upon the distribution
to holders of Common Stock of securities (other than those described in (ii)
above), evidences of indebtedness or assets (excluding regular periodic cash
dividends out of earnings or retained earnings).
If any person or group (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) acquires 20% or more of
the Company's outstanding voting stock without the prior written consent of the
Board of Directors, each Right, except those held by such persons, would
entitle each holder of a Right to acquire such number of shares of the
Company's Common Stock as shall equal the result obtained by multiplying the
then current Purchase Price by the number of shares of Common Stock for which a
Right is then exercisable and dividing that product by 50% of the then current
per-share market price of Company Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) acquires more than 20% but
less than 50% of the outstanding Company Common Stock without prior written
consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business combination
transaction where the Company is not the surviving corporation or where Company
Common Stock is exchanged or changed or 50% or more of the Company's assets or
earnings power is sold in one or several transactions without the prior written
consent of the Board of Directors, each Right would entitle the holders thereof
(except for the Acquiring Person) to receive such number of shares of the
acquiring company's common stock as shall be equal to the result obtained by
multiplying the then current Purchase Price by the number of shares of Company
Common Stock for which a Right is then exercisable and dividing that product by
50% of the then current market price per share of the common stock of the
acquiring company on the date of such merger or other business combination
transaction.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued. In lieu of
fractional shares, an adjustment in cash will be made based on the market price
of the Common Stock on the last trading date prior to the date of exercise.
The Rights can be redeemed by the Board of Directors for $.01 per Right at
any time prior to the tenth business day following the Stock Acquisition Date
(as defined above). Immediately upon the action of the Board of Directors of
the Company electing to redeem the Rights, the Company shall make announcement
thereof, and the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the redemption price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) any percentage greater than the largest percentage of the Voting
Power (as defined in the Rights Agreement) of the Company then known by the
Company to be beneficially owned by any person or group of affiliated or
associated persons (other than an excepted person), and (ii) 10%; except that
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from and after such time as any person or group of affiliated or associated
person becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain potential acquirors from making certain takeover proposals or tender
offers. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company as described above.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A thereto the
form of Right Certificate, is attached hereto as Exhibit 1 and is incorporated
herein by reference. The foregoing description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the form of
Rights Agreement (and the exhibits thereto) attached hereto.
Item 7.Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of March 7, 1996 between Brown Group,
Inc. and Boatmen's Trust Company which includes the form of Right
Certificate as Exhibit A and the Summary of Common Stock Purchase
Rights as Exhibit B. Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until as soon as practicable
after the earlier of the tenth day after public announcement that
a person or group has acquired beneficial ownership of 20% or more
of the outstanding shares of Common Stock or the tenth business
day (or such later date as may be determined by action of the
Board of Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 20% or more of the outstanding shares of
Common Stock.
99 Press release dated March 7, 1996.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: March 8, 1996 By: /s/ H. E. Rich
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H. E. Rich
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of March 7, 1996 between Brown Group,
Inc. and Boatmen's Trust Company which includes the form of Right
Certificate as Exhibit A and the Summary of Common Stock Purchase
Rights as Exhibit B. Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until as soon as practicable
after the earlier of the tenth day after public announcement that
a person or group has acquired beneficial ownership of 20% or more
of the outstanding shares of Common Stock or the tenth business
day (or such later date as may be determined by action of the
Board of Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 20% or more of the outstanding shares of
Common Stock.
99 Press release dated March 7, 1996.