0000014707-11-000056.txt : 20110427 0000014707-11-000056.hdr.sgml : 20110427 20110427172114 ACCESSION NUMBER: 0000014707-11-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110427 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110427 DATE AS OF CHANGE: 20110427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN SHOE CO INC CENTRAL INDEX KEY: 0000014707 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 430197190 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02191 FILM NUMBER: 11784597 BUSINESS ADDRESS: STREET 1: 8300 MARYLAND AVE STREET 2: P O BOX 29 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544000 MAIL ADDRESS: STREET 1: P O BOX 29 CITY: ST LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: BROWN SHOE CO INC/ DATE OF NAME CHANGE: 19990528 FORMER COMPANY: FORMER CONFORMED NAME: BROWN GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BROWN SHOE CO INC DATE OF NAME CHANGE: 19720327 8-K 1 bws8k042711.htm FORM 8-K bws8k042711.htm
 
 
 

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))

 
Page 1
 
Item 8.01  Other Events
 
 
On April 27, 2011, Brown Shoe Company, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced offering of senior notes due 2019 in a private placement.  A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01   Financial Statements and Exhibits

(d)              Exhibits.

See Exhibit Index.
 

 
Page 2
 

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
By:  /s/ Michael I. Oberlander
  
 
 
Michael I. Oberlander
 
Senior Vice President, General Counsel and Corporate Secretary
 

 

 

 
Page 3
 

EXHIBIT INDEX

Exhibit No.
  
Description
 
99.1
  
Press Release, dated April 27, 2011 announcing the pricing of the Company’s offering of senior notes due 2019.

 

 

 

 
Page 4
 

EX-99.1 2 bws8k042711ex99_1.htm EXHIBIT 99.1 bws8k042711ex99_1.htm

 
 
Exhibit 99.1
 

BROWN SHOE ANNOUNCES PRICING OF SENIOR NOTES OFFERING

 
ST. LOUIS, April 27, 2011  --  Brown Shoe Company, Inc. (“Brown Shoe”) (NYSE: BWS) (www.brownshoe.com) announced today that it priced an offering of $200 million aggregate principal amount ($50 million more than previously announced) of its 7⅛% Senior Notes due 2019 in a private placement.  The offering is expected to close on or about May 11, 2011.  The notes will be guaranteed on a senior unsecured basis by each of its subsidiaries that is an obligor under Brown Shoe’s existing revolving credit facility.
 
The Company estimates that its net proceeds from the offering will be approximately $193.7 million after deducting the initial purchasers' discounts and other offering expenses, and intends to use a portion of such net proceeds 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 Company intends to use the remaining net proceeds for general corporate purposes, including repaying amounts outstanding under the its existing revolving credit facility.

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 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