bws8k090711.htm

0000014707-11-000102.txt : 20110907 0000014707-11-000102.hdr.sgml : 20110907 20110907164920 ACCESSION NUMBER: 0000014707-11-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110907 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110907 DATE AS OF CHANGE: 20110907 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: 0426 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02191 FILM NUMBER: 111078670 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 bws8k090711.htm FORM 8-K bws8k090711.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): September 7, 2011 (September 7, 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))

Item 8.01 Other Events

On September 7, 2011, Brown Shoe Company, Inc. issued a press release announcing completion of the exchange offer for up to $200 million of its 7⅛% Senior Notes due 2019, which were originally issued on May 11, 2011 in a private placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

See Exhibit Index.

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: September 7, 2011	By: /s/ Michael I. Oberlander
	Michael I. Oberlander
	Senior Vice President, General Counsel and
	Corporate Secretary

EXHIBIT INDEX

Exhibit No.			Description
99.1			Press Release, dated September 7, 2011

EX-99.1 2 bws8k090711ex99_1.htm EXHIBIT 99.1 bws8k090711ex99_1.htm

Exhibit 99.1

News

	For immediate release
	NYSE: BWS

	Contacts:
	Investors and Media
	Peggy Reilly Tharp, Brown Shoe
	(314) 854-4134, ptharp@brownshoe.com

Brown Shoe Completes Exchange Offer for its 7⅛% Senior Notes due 2019

ST. LOUIS, Sept. 7, 2011 – Brown Shoe Company, Inc. (NYSE: BWS, www.brownshoe.com) announced today the completion of its offer to exchange up to $200 million of its 7⅛% Senior Notes due 2019 which have been registered under the Securities Act of 1933 (the Exchange Notes) in exchange for $200 million of its outstanding 7⅛% Senior Notes due 2019, which were issued May 11, 2011, in a private placement (the Private Notes).

The exchange offer expired at 5.00 p.m. ET on Sept. 6, 2011, at which time $200 million aggregate principal amount of the Private Notes had been tendered and not withdrawn. The company has accepted for exchange all Private Notes validly tendered and not withdrawn prior to the expiration of the exchange offer.

The terms of the Exchange Notes are substantially identical to the terms of the Private Notes, including subsidiary guarantees, except that provisions relating to transfer restrictions, registration rights and additional interest will not apply to the Exchange Notes.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security. The exchange offer was made solely by the prospectus dated August 4, 2011, and the related letter of transmittal.

# # #

About Brown Shoe Company, Inc.

Brown Shoe is a $2.7 billion global footwear company. Brown Shoe's Retail division operates Famous Footwear(TM), a leading family branded footwear destination with over 1,100 stores nationwide and e-commerce site FamousFootwear.com, approximately 250 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(TM), Via Spiga®, Etienne Aigner(TM), Vera Wang Lavender(TM), Avia®, ryka® and Buster Brown(TM). Brown Shoe press releases are available on the Company's website at www.brownshoe.com.