8-K

UNITED STATES

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):  April 27, 2011 (April 27, 2011)

Brown Shoe Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York (State or other jurisdiction of incorporation)	1-2191 (Commission File Number)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri 63105 (Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 854-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01  Other Events

Offering of Senior Notes Due 2019

On April 27, 2011, Brown Shoe Company, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing its intention to offer $150 million in aggregate principal amount of senior notes due 2019 (the “Notes”) in a private placement, subject to market and other conditions. The Notes will be guaranteed on a senior unsecured basis by each of its subsidiaries that is an obligor or guarantor under the Company’s existing revolving credit facility.

The net proceeds of the offering are expected to be used, together with cash on hand and borrowings under the Company’s revolving credit facility, to fund the repurchase, repayment or other discharge of all of the Company’s 8¾% notes due 2012, of which approximately $150 million principal amount are currently outstanding and for which the Company is conducting a tender offer to purchase any and all of the outstanding amount.

The information contained in this Item 8.01 is neither an offer to sell nor a solicitation of an offer to buy any of the Notes. The Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. The Notes to be offered will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Tender Offer for 8¾% Notes due 2012

On April 27, 2011, the Company also issued a press release, attached hereto as Exhibit 99.2 and incorporated herein by reference, announcing a tender offer and consent solicitation for the Company’s $150 million aggregate principal amount of 8¾% notes due 2012.  The offer, which commenced on April 27, 2011, will expire on May 25, 2011 unless it is extended or earlier terminated by the Company.  The tender offer contemplates an early settlement option, so that holders who validly tender their notes prior to the expiration of the consent solicitation on May 10, 2011, if notes are accepted for purchase at that time, could receive payment as early as May 11, 2011.  The tender offer is subject to a number of conditions set forth in the offer to purchase.

(d)              Exhibits.

 See Exhibit Index.

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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 SHOE COMPANY, INC.

Date:  April 27, 2011 /s/  Mark E. Hood

Mark E. Hood

Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.			Description
	99.1	Press Release, dated April 27, 2011 announcing the Company’s offering of senior notes due 2019.
	99.2	Press Release, dated April 27, 2011 announcing the Company’s tender offer and consent solicitation.

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EX-99.1

Exhibit 99.1

BROWN SHOE ANNOUNCES PROPOSED SENIOR NOTES OFFERING

ST. LOUIS, April 27, 2011 --  Brown Shoe Company, Inc. (NYSE: BWS) (www.brownshoe.com) announced today that it intends to offer $150 million in aggregate principal amount of senior notes due 2019 in a private placement, subject to market and other conditions.  The notes will be guaranteed on a senior unsecured basis by each of its subsidiaries that is an obligor under its existing revolving credit facility.

The Company intends to use the net proceeds from the offering, together with additional cash on hand, to purchase any and all of the Company’s outstanding $150 million aggregate principal amount of its 8¾% senior notes due 2012 (the “2012 Notes”) that are tendered pursuant to a cash tender offer and consent solicitation and pay other fees and expenses in connection with such cash tender offer and consent solicitation.

The notes and related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act.  The notes and related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:  

This press release contains certain forward-looking statements, including without limitation, statements regarding the completion of the offering, the timing of the closing of the offering, the filing of a registration statement relating to an exchange offer for the notes and the use of proceeds from the offering.  Such statements are subject to various risks and uncertainties that could cause actual results to differ materially, including general market conditions.  The Company’s reports to the SEC contain additional information relating to such factors.  The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.

About Brown Shoe Company, Inc.

Brown Shoe is a $2.7 billion global footwear company.  Brown Shoe’s Retail division operates Famous Footwear, a leading family branded footwear destination with over 1,100 stores nationwide and e-commerce site FamousFootwear.com, approximately 260 specialty retail stores in the U.S., Canada, and China primarily under the Naturalizer brand name, and footwear e-tailer shoes.com. Through its wholesale divisions, Brown Shoe designs and markets leading fashion and athletic footwear brands including Naturalizer, Dr. Scholl's, LifeStride, Sam Edelman, Franco Sarto, Via Spiga, Etienne Aigner, Vera Wang Lavender, Avia, rykä, And 1, and Buster Brown.  Brown Shoe press releases are available on the Company's website at www.brownshoe.com.

Contacts:

For investors:                                                 For media:

Allison Malkin                                               Erin Conroy

ICR, Inc.                                                          Brown Shoe

Allison.malkin@icrinc.com                          econroy@brownshoe.com

203-682-8225                                                   212-324-4515

EX-99.2

Exhibit 99.2

BROWN SHOE ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION

ST. LOUIS, April 27, 2011 --  Brown Shoe Company, Inc. (“Brown Shoe”) (NYSE: BWS) (www.brownshoe.com) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its $150 million aggregate principal amount of 8¾% Senior Notes due 2012 (CUSIP No. 115736AC4) (the “Notes”). In connection with the Tender Offer, Brown Shoe is soliciting consents to proposed amendments that would, among other things, eliminate most of the restrictive covenants and certain of the events of default contained in the indenture governing the Notes (the “Consent Solicitation,” and together with the Tender Offer, the “Offer”).  The Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated April 27, 2011 (the “Offer to Purchase”). The Offer will expire at 8:00 a.m., New York City Time, on Wednesday, May 25, 2011, unless extended by Brown Shoe in its sole discretion (the “Expiration Time”).

Holders who validly tender (and do not validly withdraw) their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to 5:00 p.m., New York City time, on May 10, 2011, unless extended by us in our sole discretion (such time and date, as the same may be extended, the “Consent Date”), will receive total consideration of $1,003.75 per $1,000 principal amount of Notes, which includes a consent payment of $10.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase. Holders who validly tender their Notes before the Consent Date will be eligible to receive payment on the initial payment date, which is expected to be on or about May 11, 2011.

Holders who tender their Notes after the Consent Date and prior to the Expiration Time will be entitled to receive consideration of $993.75 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase. Holders of Notes tendered after the Consent Date will not receive a consent payment.

Following receipt of the consent of holders of at least a majority in aggregate principal amount of the outstanding Notes, Brown Shoe will execute a supplemental indenture effecting the proposed amendments. Except in certain circumstances, Notes tendered and consents delivered may be withdrawn only prior to the Consent Date.

The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the receipt of the required consents to amend and supplement the indenture governing the Notes in connection with the Consent Solicitation and the execution of a supplemental indenture effecting such amendments by the applicable parties, and (ii) the completion of a new debt financing, so that, when combined with other cash on hand and borrowings under the Company’s revolving credit agreement, the Company will have sufficient funds to pay the total consideration for all Notes tendered and accepted for purchase plus all related fees and expenses, each as more fully described in the Offer to Purchase.

Brown Shoe has engaged BofA Merrill Lynch as Dealer Manager for the Offer. Persons with questions regarding the terms and conditions of the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217.  Requests for documents and questions regarding the offer may be directed to Georgeson, Inc. at 199 Water Street, 26th Floor, New York, NY  10038-3560 or at (212) 440-9800 (banks and brokers) or (877) 507-1756 (all others).

This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely pursuant to the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:

This press release contains certain forward-looking statements, including without limitation, statements regarding the completion of the Offer; the completion of, and use of proceeds from, a new debt financing to finance the Offer; and the timing of the closing of such transactions.  Such statements are subject to various risks and uncertainties that could cause actual results to differ materially, including general market conditions.  The Company’s reports to the Securities and Exchange Commission contain additional information relating to such factors.  The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.

About Brown Shoe Company, Inc.

Brown Shoe is a $2.7 billion global footwear company.  Brown Shoe’s Retail division operates Famous Footwear, a leading family branded footwear destination with over 1,100 stores nationwide and e-commerce site FamousFootwear.com, approximately 260 specialty retail stores in the U.S., Canada, and China primarily under the Naturalizer brand name, and footwear e-tailer shoes.com. Through its wholesale divisions, Brown Shoe designs and markets leading fashion and athletic footwear brands including Naturalizer, Dr. Scholl's, LifeStride, Sam Edelman, Franco Sarto, Via Spiga, Etienne Aigner, Vera Wang Lavender, Avia, rykä, And 1, and Buster Brown.  Brown Shoe press releases are available on the Company's website at www.brownshoe.com.

Contacts:

For investors:                                                       For media:

Allison Malkin                                                     Erin Conroy

ICR, Inc.                                                                Brown Shoe

Allison.malkin@icrinc.com                                econroy@brownshoe.com

203-682-8225                                                         212-324-4515