1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 1995 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-2191 BROWN GROUP, INC. (Exact name of registrant as specified in its charter) New York 43-0197190 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 8300 Maryland Avenue St. Louis, Missouri 63105 (Address of principal executive offices) (Zip Code) (314) 854-4000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered - -------------------------------------- ------------------------- Common Stock - par value $3.75 a share New York Stock Exchange with Common Stock Purchase Rights Chicago Stock Exchange 7-3/8 % Sinking Fund Debentures due New York Stock Exchange January 15, 1998 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ x ] As of April 6, 1996, 17,926,402 common shares were outstanding, and the aggregate market value of the common shares held by non-affiliates of the registrant was approximately $262 million. DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual shareholders report for the year ended February 3, 1996, are incorporated by reference into Parts I and II. Portions of the proxy statement for the annual meeting of shareholders to be held May 23, 1996, are incorporated by reference into Part III.
PART I ITEM 1 - BUSINESS - ----------------- The Corporation, founded in 1878 and incorporated in 1913, operates in the Footwear industry. Current activities include the operation of retail shoe stores and importing, foreign sourcing, and marketing of women's, men's and children's footwear. During 1995, footwear sales were approximately 61% women's, 24% men's and 15% children's. This composition has remained relatively constant over the past few years. Approximately 62% of 1995 footwear sales were made at retail compared to 54% in 1994 and 52% in 1993. The trend of increasing retail sales as a percentage of total sales will flatten in 1996 as the Corporation slows the growth of Famous Footwear, a retail chain of branded discount shoe stores. During 1995, the Corporation closed its remaining five shoe factories in the United States and now is operating two shoe factories, both located in Canada. In prior years, the Corporation conducted business in the Footwear and Specialty Retailing industry segments. The Specialty Retailing segment, which comprised a chain of retail fabric stores, was sold in the third quarter of fiscal 1994. See Note 6 of Notes to Consolidated Financial Statements on page 28 of the Annual Report to Shareholders for the year ended February 3, 1996, which is incorporated herein by reference, for additional information regarding the Corporation's business segment and operations by geographic area. Retail Operations - ----------------- The Corporation's retail footwear operations comprise a large number of retail footwear stores in the United States and Canada. The stores operate under various names including: Famous Footwear, Naturalizer and F.X. LaSalle. Fiscal year 1994 and 1993 operations also included Connie and Regal retail stores, which were closed during fiscal 1994 as part of the restructuring initiatives announced in January 1994. A portion of the retail sales carries Corporate owned and licensed brand names with the footwear manufactured under contract to its specifications primarily by foreign suppliers. In retail sales of footwear, the Corporation competes in a highly fragmented market with many organizations of various sizes operating retail shoe stores and departments. Competitors include local, regional and national shoe store chains, department stores, discount stores and numerous independent retail operators of various sizes. Customer service, store location, product display, merchandise selection and pricing are important components of retail competition. A summary of retail footwear stores operated by the Corporation at the prior five fiscal year-ends is as follows:
ITEM 1 - BUSINESS (Continued) ----------------- <TABLE> <CAPTION> Company-Owned Retail Footwear Stores 1991 1992 1993 1994 1995 ---- ---- ---- ---- ---- <C> <C> <C> <C> <C> Naturalizer Stores selling the Naturalizer and NaturalSport brands of women's footwear; located in major malls and shopping centers throughout the U.S. and Canada. 457 431 450 418 409 Famous Footwear Family footwear stores which feature "brand names for less"; located in strip centers and regional and outlet malls. 353 477 567 722 814 F. X. LaSalle Stores selling men's and women's branded footwear in major malls in Canada. 14 14 15 14 15 Connie Stores selling Connie and other branded women's footwear. 119 106 81 0 0 Regal/Castleby Men's footwear stores. 75 65 35 0 0 Other Family Footwear Stores Selling men's, women's and children's footwear. 71 4 4 4 3 ----- ----- ----- ----- ----- Total 1,089 1,097 1,152 1,158 1,241 ===== ===== ===== ===== ===== </TABLE> Wholesale Operations - -------------------- Footwear is distributed by the Corporation's marketing, importing and foreign sourcing operations to approximately 8,400 retailers, including department stores, mass merchandisers, and independent retailers in the United States, Canada, Europe, South America, and the Far East; athletic footwear distributors and retailers in Europe and South America; and to affiliates. Most of these customers also sell shoes bought from competing footwear suppliers. Wholesale footwear sales carry Corporate brand names, brand names licensed by the Corporation, and private label footwear produced under contract to its specifications primarily by foreign suppliers. Products sold under license agreements, such as with Schering-Plough HealthCare Products, Inc. and The Walt Disney Company, were responsible for approximately 13%, 17%, and 13% in 1995, 1994, and 1993, respectively, of total sales. The Corporation competes with both domestic manufacturers and importers of foreign-produced footwear. Foreign sourced footwear accounts for the vast majority of all footwear sold in the United States. Through the sourcing activities of its Pagoda organization, the Corporation is a leading supplier of imported footwear. This organization sources a wide variety of footwear, primarily from China and to a lesser extent other Far Eastern countries, Brazil and Italy, for other Brown Group divisions and for outside customers, which primarily consist of large discount store operations. During 1995, this operation was responsible for sourcing approximately 70 million pairs of shoes. These sourcing activities include coordination of the styling, production and shipment of footwear produced for the Corporation by independent footwear manufacturers in foreign countries. Pagoda's sourcing capabilities are diverse and include a number of
ITEM 1 - BUSINESS (Continued) ----------------- countries of origin and manufacturing facilities. Production can be shifted from country to country. The Corporation's Brown Shoe Company closed its five remaining United States manufacturing plants and related facilities during 1995. The loss of footwear production caused by the domestic plant closings will be made up by an increase in sourcing from the Corporation's Pagoda organization. During 1995, the Corporation purchased the Larry Stuart Collection branded footwear business and the Le Coq Sportif athletic shoe brand. The total cost of these acquisitions was approximately $10 million. The nature of the Corporation's wholesale shoe business is such that it does not have a significant backlog of non-cancelable orders. Orders for shoes are solicited by the Corporation's sales force primarily during two selling seasons in each year, spring and fall. Orders placed as a result of these sales efforts are taken before the shoes are sourced with delivery generally within three to four months thereafter. Footwear is sold to wholesale customers on both a first-cost and landed basis. First-cost sales are those sales in which the Corporation obtains title to footwear from its overseas suppliers and typically relinquishes title to customers at a designated overseas port. Landed sales are those sales in which the Corporation obtains title to footwear from its overseas suppliers, imports the footwear and relinquishes title to customers after customs formalities have been satisfied. The Corporation maintains a stock of the higher volume styles which are available for prompt shipment on reorder. The Corporation's marketing and promotional efforts are carried out through a number of avenues. The footwear wholesaling group maintains a sales force that visits customers periodically, presents its footwear at trade shows, and advertises in trade magazines and publications. In addition, direct advertising to consumers is carried out through use of print and electronic media, sponsoring of certain sporting events and in-store presentations and demonstrations. The footwear retailing organization advertises its products in the print and electronic media, as well as with in-store displays and promotions. Due to the seasonal nature of retail sales of shoes, the Corporation experiences fluctuations in the components of working capital. Retail footwear sales are seasonal with significant increases in sales experienced in the spring, back-to-school and Christmas periods. The major brand names of the Corporation's footwear include the following: Women's: Air Step Brittania (under license from Brittania Sportswear, Ltd.) Connie DeLiso Dr. Scholl's (under license from Schering-Plough HealthCare Products, Inc. and Scholl Latin America Ltd.) Fanfares
ITEM 1 - BUSINESS (Continued) ----------------- Women's: Jordache (under license from Jordache Enterprises, Inc.) Larry Stuart Collection Le Coq Sportif LS Studio Life Stride Maserati Melange Mickey Unlimited (under license from The Walt Disney Company) Naturalizer NaturalSport Nature Sole Night Life Penalo Penn (under license from Penn Racquet Sports) Revelations Men's: Brittania (under license from Brittania Sportswear, Ltd.) Cedar Trail Dr. Scholl's (under license from Schering-Plough HealthCare Products, Inc. and Scholl Latin America Ltd.) Le Coq Sportif Penn (under license from Penn Racquet Sports) Regal Remington (under license from Remington Arms Company, Inc.) U.S. 101 UnionBay (under license from Seattle Pacific Industries, Inc.) Children's: Barbie for Girls (under license from Mattel, Inc.) Buster Brown Candie's (under license from Candie's, Inc.) Casper (under license from MCA/Universal Merchandising, Inc.) 101 Dalmatians (under license from The Walt Disney Company) Disney Babies (under license from The Walt Disney Company) Fanfares The Flintstones (under license from MCA/Universal Merchandising, Inc. and Turner Home Entertainment) G. I. Joe (under license from Hasbro, Inc.) Hello Kitty (under license from Sanrio, Inc.) The Hunchback of Notre Dame (under license from The Walt Disney Company) Jordache (under license from Jordache Enterprises, Inc.) Kazaam (under license from Interscope Communications, Inc.) The Lion King (under license from The Walt Disney Company) Mickey & Co. (Under license from The Walt Disney Company) Mickey's Stuff for Kids (under license from The Walt Disney Company) Nerf (under license from Hasbro, Inc.) Playskool (under license from Hasbro, Inc.) Pocahontas (under license from The Walt Disney Company) Remington (under license from Remington Arms Company, Inc.) Sailor Moon (under license from DIC Entertainment, L.P.) That's Donald (under license from The Walt Disney Company) Tonka (under license from Hasbro, Inc.) UnionBay (under license from Seattle Pacific Industries, Inc.) Wildcats YDS (under license from Schering-Plough HealthCare Products, Inc.)
ITEM 1 - BUSINESS (Continued) ----------------- Discontinued Operations - ----------------------- On October 2, 1994, the Corporation sold its Cloth World chain of fabric stores to Fabri-Centers of America, Inc. This business involved the operation of approximately 340 retail stores selling fabrics and sewing accessories. It was acquired by the Corporation in 1970. In addition to the Cloth World sale, the Corporation announced a formal plan to close the Maryland Square catalog operation. The closure of this business was substantially completed in the fourth quarter of fiscal 1994. In 1994, the Corporation completed its withdrawal from the Wohl Leased Shoe Department business, which was announced in the fourth quarter of fiscal 1993. This business involved the management of more than 500 shoe departments in department stores primarily on the West Coast and in the Midwest. See pages 17 and 25 of the Annual Report to Shareholders for the year ended February 3, 1996, which is incorporated herein by reference, for a discussion of the financial impact of the Discontinued Operations on the Corporation. Restructuring - ------------- The restructuring initiatives announced in January 1994 resulted in five plants and more than 150 Naturalizer, Connie and Regal retail stores being closed. In addition, Brown Shoe Company's men's shoe business was sold, and substantial consolidation of Pagoda and Brown Shoe Company administrative operations was achieved. See pages 16 and 25 of the Annual Report to Shareholders for the year ended February 3, 1996, which is incorporated herein by reference, for a discussion of the financial impact of the restructuring on the Corporation. Corporate-wide Business Influence - --------------------------------- The Corporation is involved in environmental remediation and ongoing compliance at several sites. The Corporation has completed remediation efforts at its closed New York tannery and two associated landfills and is now only required to monitor and maintain these properties. At an owned factory that is currently leased to another party, the Corporation is involved in remediation at the property. In addition, the Corporation has been identified by various governmental authorities as a potentially responsible party at certain other landfills. See pages 18 and 32 of the Annual Report to Shareholders for the year ended February 3, 1996, which is incorporated herein by reference, for a discussion of the financial statement impact of environmental issues on the Corporation. Federal, State, and local provisions for environmental protection have not had, nor are they anticipated to have, a material effect on the Corporation's capital expenditures or competitive position. The Corporation sources and sells certain patented items but does not consider its business to be dependent on patents.
ITEM 1 BUSINESS (continued) --------------- From time to time the Corporation investigates and negotiates for the possible acquisition of other businesses and operations; but at this time, there are no agreements or understandings for acquisition of any significant subsidiaries. The Corporation has approximately 11,000 full and part-time employees. Approximately 130 employees engaged in the warehousing of footwear are employed under a union contract, which is due to expire in August 1996. ITEM 2 - PROPERTIES - ------------------- The principal executive, sales and administrative offices of the Corporation are located in Clayton (St. Louis), Missouri, and consist of an owned complex of two adjoining office buildings. The Corporation's wholesale footwear operations are carried out at two warehouses located in Missouri and two manufacturing and one warehouse facility located in Ontario, Canada. All of the facilities are owned or subject to long-term capital leases. Five manufacturing plants and related facilities were closed in fiscal 1995 and five manufacturing plants were closed in fiscal 1994. The Corporation's retail footwear operations are conducted throughout the United States and Canada and involve the operation of 1,241 shoe stores, including 114 in Canada. All store locations are leased with more than half having renewal options. In addition, Famous Footwear has leased office space, a leased 750,000 square foot distribution center, including a mezzanine level, in Madison, Wisconsin, and a leased 800,000 square foot distribution center, including mezzanine levels, in Lebanon, Tennessee, which began operations in November 1995. The new distribution center will initially service stores in the Southeast United States. ITEM 3 - LEGAL PROCEEDINGS - -------------------------- The Corporation is a party to several uninsured lawsuits arising in the ordinary course of business. While the Corporation is unable to predict the ultimate outcome of these actions, it believes that their final resolution will not result in any materially adverse effect on the Corporation's financial position. In January 1995, the U.S. Tax Court issued a judgment in favor of the Internal Revenue Service related to an assessment on a portion of the Corporation's unremitted foreign earnings. This judgment was reversed by an Appeals Court ruling in fiscal 1995. The Internal Revenue Service has appealed the most recent ruling but the Corporation believes it will prevail. The potential financial impact on the Corporation is discussed on pages 15 and 28 of the Annual Report to Shareholders for the year ended February 3, 1996, which is incorporated herein by reference. The Corporation is working with Federal and various State Environmental Protection Agencies to resolve clean-up issues at several sites. The potential financial impact on the Corporation is discussed on pages 18 and 32 of the Annual Report to Shareholders for the year ended February 3, 1996, which is incorporated herein by reference.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------ No matter was submitted to a vote of shareholders during the fourth quarter of fiscal 1995. EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------ The following is a list of the names and ages of the executive officers of the registrant and of the offices held by each such person. There is no family relationship between any of the named persons. The terms of the following executive officers will expire May, 1996. Name Age Current Position - ---- --- ---------------- B. A. Bridgewater, Jr. 62 Chairman of the Board, President, Chief Executive Officer and Chairman of the Executive Committee Brian C. Cook 56 Vice President, Footwear Retailing and President, Famous Footwear Ronald N. Durchfort 42 President, Pagoda International Ronald A. Fromm 45 Executive Vice President, Famous Footwear Robert D. Pickle 58 Vice President, General Counsel and Corporate Secretary Gary M. Rich 45 President, Pagoda U.S.A. Harry E. Rich 56 Director, Executive Vice President, Chief Financial Officer and Member of the Executive Committee James M. Roe 50 Senior Vice President, Sales and Operations, Famous Footwear Andrew M. Rosen 45 Vice President and Treasurer Richard C. Schumacher 48 Vice President and Controller David H. Schwartz 51 President, Pagoda Trading Mary S. Siverts 36 Vice President, Public Affairs Thomas A. Williams 47 Vice President, Footwear Wholesaling; President, Brown Shoe Company; and Chairman, Pagoda E. Lee Wyatt, Jr. 43 Senior Vice President, Finance and Administration, Brown Shoe Company and Pagoda George J. Zelinsky 47 Senior Vice President and General Merchandise Manager, Famous Footwear The period of service of each officer in the positions listed and other business experience are set forth below.
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued) ------------------------------------ B. A. Bridgewater, Jr., Chairman of the Board and Chief Executive Officer of the registrant since 1985. President of the registrant prior to 1987 and since 1990. Brian C. Cook, Vice President, Footwear Retailing of the registrant since March 1992; President of Famous Footwear since 1981. Ronald N. Durchfort, President of Pagoda International since March 1993. General Manager of Operations, France Office, from 1988 through March 1993. Ronald A. Fromm, Executive Vice President, Famous Footwear since September 1992. Vice President and Chief Financial Officer of Famous Footwear from 1988 to 1992. Robert D. Pickle, Vice President, General Counsel and Corporate Secretary of the registrant since 1985. Gary M. Rich, President of Pagoda U.S.A. since March 1993. President, Pagoda Trading Company, Inc. from June 1989 through March 1993. Executive Vice President, Sidney Rich Associates, Inc. from December 1980 through June 1989. Harry E. Rich, Executive Vice President and Chief Financial Officer of the registrant since 1988. Senior Vice President and Chief Financial Officer of the registrant from 1984 to 1988. James M. Roe, Senior Vice President, Sales and Operations, Famous Footwear since December 1994. Vice President, Real Estate, Famous Footwear from January 1992 to 1994. Director, Strip Center Real Estate of the registrant from 1987 to 1992. Andrew M. Rosen, Vice President and Treasurer of the registrant since January 1992. Treasurer of the registrant from 1983 to 1992. Richard C. Schumacher, Vice President and Controller of the registrant since June 1994. Vice President and Chief Financial Officer of Wohl Shoe Company from November 1992 to June 1994. Assistant Controller of the registrant from 1985 to 1992. David H. Schwartz, President, Pagoda Trading since February 1996. President, Men's, Athletic and Children's Divisions from March 1995 to February 1996. President, Marathon Division, Pagoda from March 1981 to March 1995. Mary S. Siverts, Vice President, Public Affairs since September 1993. Director of Public Relations from 1988 to 1993. Thomas A. Williams, Vice President, Footwear Wholesaling; President, Brown Shoe Company; and Chairman, Pagoda since January 1994. Chairman, Pagoda Trading Company, Inc., since January 1990. Vice President, International Operations of the registrant and Chairman, Brown Group International, Inc., from March 1993 to January 1994. Vice Chairman of Pagoda Trading Company from June 1989 to December 1989. Other management positions at Pagoda Trading Company from 1982 to 1990.
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued) ------------------------------------ E. Lee Wyatt, Jr., Senior Vice President of Finance and Administration, Brown Shoe Company and Pagoda since May 1994. Vice President, Planning and Controller of the registrant from March 1994 to May 1994. Vice President, Planning and Taxes of the registrant from November 1992 to March 1994. Director, Corporate Planning and Taxes and Assistant Secretary from June 1990 to November 1992. Director, Corporate Planning and Tax from October 1989 to June 1990. Other management positions with the registrant from 1986 to 1989. George J. Zelinsky, Senior Vice President and General Merchandise Manager, Famous Footwear since June 1989. Vice President, Women's Better Grade Division, Wohl Shoe Company from 1986 to 1989.
PART II ------- ITEM 5 -MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS ----------------------------------------- Common Stock market prices and dividends on page 35 of the Annual Report to Shareholders and the number of shareholders of record on page 37 of the Annual Report to Shareholders for the year ended February 3, 1996, are incorporated herein by reference. ITEM 6 - SELECTED FINANCIAL DATA - -------------------------------- Selected Financial Data on page 19 of the Annual Report to Shareholders for the year ended February 3, 1996, is incorporated herein by reference. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------ Management's Discussion and Analysis of Operations and Financial Condition on pages 14 through 18 of the Annual Report to Shareholders for the year ended February 3, 1996, is incorporated herein by reference. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ---------------------------------------------------- The consolidated financial statements of the Corporation and its subsidiaries on pages 20 through 34, and the supplementary financial information on page 35 of the Annual Report to Shareholders for the year ended February 3, 1996, are incorporated herein by reference. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------ None.
PART III -------- ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------ Information regarding Directors of the Corporation on pages 3 through 11 of the Proxy Statement for the Annual Meeting of Shareholders to be held May 23, 1996, is incorporated herein by reference. Information regarding Executive Officers of the Corporation is included in Part I of this Form 10-K following Item 4. ITEM 11 - EXECUTIVE COMPENSATION - -------------------------------- Information regarding Executive Compensation on pages 12 through 18 and 22 through 24 of the Proxy Statement for the Annual Meeting of Shareholders to be held May 23, 1996, is incorporated herein by reference. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------ Security Holdings of Directors and Management on pages 3 and 4 of the Proxy Statement for the Annual Meeting of Shareholders to be held May 23, 1996, is incorporated herein by reference. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------- None. PART IV ------- ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - ------------------------------------------------------ (a) (1) and (2) The response to this portion of Item 14 is submitted as a separate section of this report. (a) (3) Exhibits Exhibit No.: 3.(i) (a) Certificate of Incorporation of the Corporation as amended through February 16, 1984, incorporated herein by reference to Exhibit 3 to the Corporation's Report on Form 10-K for the fiscal year ended November 1, 1986.
(i) (b) Amendment of Certificate of Incorporation of the Corporation filed February 20, 1987, incorporated herein by reference to Exhibit 3 to the Corporation's Report on Form 10-K for the fiscal year ended January 30, 1988. (ii) Bylaws of the Corporation as amended through January 11, 1996, filed, herewith. 4.(a) Rights Agreement dated as of March 7, 1996 between the Corporation and Boatmen's Trust Company, which includes as Exhibit A the form of Rights Certificate evidencing the Corporation's Common Stock Purchase Rights, incorporated herein by reference to Form 8-K dated March 7, 1996. (b) (i) Indenture dated as of April 2, 1986 between the Corporation and Citibank, N.A. as Trustee, incorporated herein by reference to Exhibit 4 to the Corporation's Registration Statement on Form S-3 (No. 33-4500). (c) Certain instruments with respect to the long-term debt of the Corporation are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K since the amount of debt authorized under each such omitted instrument does not exceed 10 percent of the total assets of the Corporation and its subsidiaries on a consolidated basis. The Corporation hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request. 10.(a)* Stock Appreciation, Stock Option and Performance Bonus Plan of 1983, incorporated herein by reference to Exhibit 3 to the Corporation's definitive proxy statement dated January 20, 1984. (b)* Stock Option and Restricted Stock Plan of 1987, as amended, incorporated herein by reference to Exhibit 3 to the Corporation's definitive proxy statement dated April 26, 1988. (c)* Stock Option and Restricted Stock Plan of 1994, incorporated herein by reference to Exhibit 3 to the Corporation's definitive proxy statement dated April 20, 1994. 11. Computation of earnings per share.
13. Annual Report to Shareholders of Brown Group, Inc. for the fiscal year ended February 3, 1996. Such report, except for portions incorporated by reference herein, is furnished for the information of the SEC and is not "filed" as part of this report. 21. Subsidiaries of the registrant. 23. Consent of Independent Auditors. 24. Power of attorney (contained on signature page). 27. Financial Data Schedule (b) Reports on Form 8-K: There were no reports on Form 8-K for the quarter ended February 3, 1996. The Corporation filed a current report on Form 8-K dated March 7, 1996, in response to item 5, which announced a new Shareholders' Rights Plan. (c) Exhibits: Exhibits begin on page 20 of this Form 10-K. (d) Financial Statement Schedule. *Denotes management contract or compensatory plan arrangements.
SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: April 19, 1996 BROWN GROUP, INC. - -------------------- ---------------------------- (Registrant) By Harry E. Rich /s/ ---------------------------- Executive Vice President and Principal Financial Officer Know all men by these presents, that each person whose signature appears below constitutes and appoints Harry E. Rich his true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on April 19, 1996, by the following persons on behalf of the Registrant and in the capacities indicated. Signatures Title ---------- ----- B. A. Bridgewater, Jr. /s/ Chairman of the Board of Directors ---------------------------- President and Chief Executive Officer Harry E. Rich /s/ Director, Executive Vice President ---------------------------- and Chief Financial Officer Richard C. Schumacher /s/ Vice President and Controller ----------------------------
Signature Title --------- ----- Joseph L. Bower /s/ Director and Chairman of ---------------------------- Compensation Committee Richard A. Liddy /s/ Director ---------------------------- William E. Maritz /s/ Director ---------------------------- Daniel R. Toll /s/ Director and Chairman of ---------------------------- Audit Committee Julie Esrey /s/ Director ----------------------------
ANNUAL REPORT ON FORM 10-K ITEM 14 (a) (1) and (2), and (d) LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE YEAR ENDED FEBRUARY 3, 1996 BROWN GROUP, INC. ST. LOUIS, MISSOURI
FORM 10-K - ITEM 14 (a) (1) and (2), and (d) BROWN GROUP, INC. AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE The following consolidated financial statements of Brown Group, Inc. and subsidiaries included in the annual report of the registrant to shareholders for the year ended February 3, 1996, are incorporated by reference in Item 8: Consolidated Balance Sheets - February 3, 1996, and January 28, 1995. Consolidated Earnings - Years ended February 3, 1996, January 28, 1995, and January 29, 1994. Consolidated Cash Flows - Years ended February 3, 1996, January 28, 1995, and January 29, 1994. Consolidated Shareholders' Equity - Years ended February 3, 1996, January 28, 1995, and January 29, 1994. Notes to Consolidated Financial Statements. Report of Independent Auditors. The following consolidated financial statement schedule of Brown Group, Inc. and subsidiaries is included in Item 14(d): Schedule VIII - Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
SCHEDULE VIII ------------- VALUATION AND QUALIFYING ACCOUNTS BROWN GROUP, INC. <TABLE> <CAPTION> COL. A. COL. B COL. C COL. D COL. E - -------------------------------------------------------------------------------- ADDITIONS (1) (2) Balance Charged to at Charged to Other Balance Beginning Costs and Accounts- Deductions- at End of Period Expenses Describe Describe of Period - -------------------------------------------------------------------------------- (Thousands) <C> <C> <C> <C> <C> YEAR ENDED FEBRUARY 3, 1996 Deducted from assets: For doubtful accounts and discounts $11,664 $5,101 $5,498-A $11,267 YEAR ENDED JANUARY 28, 1995 Deducted from assets: For doubtful accounts and discounts 10,817 6,442 5,595-A 11,664 YEAR ENDED JANUARY 29, 1994 Deducted from assets: For doubtful accounts and discounts 9,930 5,043 4,156-A 10,817 A. Accounts written off, net of recoveries and discounts taken. </TABLE>
BROWN GROUP, INC. ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K INDEX TO EXHIBITS Exhibit ------- 3.(ii) Bylaws as amended through January 11, 1996 11. Computation of earnings per share 13. 1995 Annual Report to Shareholders of Brown Group, Inc. 21. Subsidiaries of the registrant 23. Consent of Independent Auditors 24. Power of Attorney (see signature page) 27. Financial Data Schedule