Annual Report (Form 10-K), fiscal year 1994

ITEM 1 - BUSINESS - -----------------
The Corporation was founded in 1878 and incorporated in 1913 and currently operates in the Footwear and Specialty Retailing industry segments. The Footwear segment is engaged in the operation of retail shoe stores and in the manufacture, importing, foreign sourcing, and marketing of women's, men's and children's footwear. The Specialty Retailing segment comprises a chain of retail fabric stores. See Note 13 of Notes to Consolidated Financial Statements on page 29 of the Annual Report to Stockholders for the year ended January 29, 1994, which is incorporated herein by reference, for additional information regarding the Corporation's industry segments.
Footwear - --------
The Footwear segment is engaged in the manufacture, importing, foreign sourcing, and marketing of a wide variety of types and styles of women's, men's and children's dress and casual footwear. During 1993, footwear sales were approximately 66% women's, 21% men's, and 13% children's. This composition has remained relatively constant over the past few years. Approximately 52% of 1993 footwear sales were made at retail compared with 47% in 1992 and 43% in 1991.
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 Donnay (under license from Donnay International, S.A.) Dr. Scholl's (under license from Schering-Plough HealthCare Products, Inc.) Fanfares Jordache (under license from Jordache Enterprises, Inc.) Life Stride Naturalizer NaturalSport Penaljo Revelations (under license from Lowell Shoe, Inc.) Waikiki (under license from DDKA, S.A.)
Men's: Brittania (under license from Brittania Sportswear, Ltd.) Donnay (under license from Donnay International S.A.) Dr. Scholl's (under license from Schering-Plough HealthCare Products, Inc.) Jean Pier Clemente Levi's Shoes and Boots (under license from Levi Strauss & Co.) Reed St. James (under license from Haggar Apparel Co.) Regal
ITEM 1 - BUSINESS (Continued) - -----------------
Children's: Aladdin (under license from The Walt Disney Company, Inc.) Bambi (under license from The Walt Disney Company, Inc.) Barbie for Girls (under license from Mattel, Inc.) Beauty and the Beast (under license from The Walt Disney Company, Inc.) Bobby's World (under license from Twentieth Century Fox Licensing and Merchandising) Buster Brown Candie's (under license from Candie's, Inc.) Conan the Adventurer (under license from Hasbro, Inc.) Dinosaurs (under license from The Walt Disney Company, Inc.) Disney (under license from The Walt Disney Company, Inc.) Disney Babies (under license from The Walt Disney Company, Inc.) Donnay (under license from Donnay International, S.A.) The Flintstones (under license from MCA/Universal Merchandising, Inc. and Turner Home Entertainment) G. I. Joe (under license from Hasbro, Inc.) Jordache (under license from Jordache Enterprises, Inc.) The Lion King (under license from The Walt Disney Company, Inc.) The Little Mermaid (under license from The Walt Disney Company, Inc.) 101 Dalmatians (under license from The Walt Disney Company, Inc.) Playskool (under license from Hasbro, Inc.) Rookie League (under license from Major League Baseball Properties, Inc.) Waikiki (under license from DDKA, S.A.) Wildcats
The Corporation's retail footwear operations comprise a large number of retail footwear stores in the United States and Canada including those operated under various names including: Famous Footwear, Naturalizer, F. X. LaSalle, Regal and Connie. A substantial portion of retail sales carry Corporate brand names with the footwear manufactured either by the Corporation in company-owned factories or under contract to its specifications by domestic and foreign suppliers.
In retail sales of footwear, the Corporation competes in a highly frag- mented market with many organizations of various sizes operating retail shoe stores. Competitors include general shoe store operators, local and regional 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) - -----------------
Footwear is distributed by the Corporation's marketing, manufacturing, importing, and foreign sourcing operations in the United States, Canada, Europe, Latin America, and the Far East to approximately 5,000 retailers, including independent and chain operators of shoe and department stores and to affiliates. Certain 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 for specific customers. This footwear is either manufactured by the Corporation in company-owned factories or under contract to its specifications by domestic and foreign suppliers. The Corporation competes with both domestic manufacturers and importers of foreign-produced footwear.
The Corporation's womens domestic shoe manufacturing operations, overall, account for approximately 7% of the total pairs of non-rubber footwear manufactured annually in the United States, and approximately 21% of the women's domestic production. Competition in the shoe manufacturing industry involves style, quality, price, fit and service offered to the customer. The Corporation attempts to meet competition through manufacturing efficiencies, by maintaining emphasis on quality and fit, by its ability to anticipate and create acceptable fashion styles and by manufacturing well-established branded merchandise available for immediate shipment. The principal raw materials used by the Corporation in the manufacture of shoes are leather, man-made materials and fabrics for uppers, and leather, rubber and plastics for soles and heels. The Corporation has experienced no serious difficulty in purchasing its needs of raw materials and manufactured component parts at competitive prices.
ITEM 1 - BUSINESS (Continued) - -----------------
Foreign sourced footwear accounts for approximately 87% 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 the Far East and Brazil for other Brown Group divisions and for outside customers. During 1993 this operation was responsible for sourcing approximately 81 million pairs of shoes. Pairs sourced for the U.S. market by Pagoda represent approximately 6% of total pairs imported annually in the United States. These sourcing activities include coordination of the styling, production, and shipment of footwear produced for the Corporation by independent footwear manufacturers in foreign countries. Because Pagoda's sourcing capabilities are diverse and include numerous countries of origin and manufacturing facilities therein and since production can be shifted from country to country, the Corporation does not believe its sourcing arrangements entail significant risks.
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 four selling seasons in each year, with most sales being for the spring and fall retail seasons. Orders placed as a result of these sales efforts are taken before the shoes are manufactured with delivery generally within 10 to 12 weeks thereafter. In addition, the Corporation maintains a stock of the higher volume styles which are available for prompt shipment on reorder. The Corporation maintains adequate reserves for returns and allowances which may occur after sales are recorded.
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 throughout the country, and advertises in trade magazines and publications. In addition, direct advertising to consumers is carried out through periodic use of the 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 Christmas, Easter and back-to-school periods.
Specialty Retailing - -------------------
The Specialty Retailing segment comprises the Cloth World chain of retail fabric stores, one of the nation's largest volume fabric chains. All of Cloth World's 340 stores are leased with more than half having lease renewal options. Each store sells competitively priced craft, home decorating, and sewing fabrics and notions, along with patterns and sewing machines. Cloth World stores are located predominantly in the southern half of the United States extending from coast to coast. Stores are typically located in suburban areas near major metropolitan centers. Most contain between 10,000 and 12,000 square feet of space, enabling them to carry a large selection of merchandise for the home sewer and crafter.
A summary of retail fabric stores operated by the Corporation at the prior five fiscal year ends is as follows:
ITEM 1 - BUSINESS (Continued) - -----------------
Cloth World purchases its goods from a substantial number of suppliers, and has experienced no difficulty in acquiring merchandise at competitive prices.
The Corporation's fabric operation competes with other fabric chains, discount stores operating their own fabric departments and numerous independent retailers. A large selection of "fashion" merchandise, in-store customer service, direct mail, newspaper advertising and competitive pricing are the primary methods of competition in fabric operations. Fabric retailing is subject to some seasonal influences, with Easter, back-to-school and the pre-Christmas season being somewhat stronger than other periods.
Discontinued Operations - -----------------------
During the fourth quarter of fiscal 1993, the Corporation adopted a formal plan to withdraw from the Wohl Leased Shoe Department business. This business involves the management of over 500 shoe departments in department stores primarily on the West Coast and in the Midwest. Most of the leases are cancelable after a period of notice by either party and the Corporation expects to complete most of the withdrawals by the end of fiscal 1994.
Restructuring - -------------
In January 1994 the Corporation announced restructuring initiatives related to the Footwear Segment which consist of the following:
* Closing of five manufacturing facilities; * The closing of more than 100 company-owned Regal and Connie shoe stores; and * Reduction of Corporate and Divisional staffing at the St. Louis, Missouri, headquarters.
It is expected that these restructuring initiatives will be completed during fiscal 1994 and may extend into the first quarter of fiscal 1995.
Corporate-wide Business Influences - ----------------------------------
In addition to normal and recurring product development, design and styling activities, the Corporation engages in research and development related to new and improved materials for use in its footwear and other products and to the development and adaptation of production techniques.
The Corporation is involved in environmental remediation and ongoing compliance at its closed tannery site and two associated landfill locations, and has been identified by various governmental authorities as a potentially responsible party at certain other landfills. See page 15 of the Annual Report to Stockholders for the year ended January 29, 1994, which is incorporated herein by reference, for a discussion of the financial 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.
ITEM 1 - BUSINESS (Continued) - -----------------
The Corporation manufactures and sells certain patented items but does not consider its business to be dependent on patents. In addition, some products are sold under license agreements, such as with Schering-Plough HealthCare Products, Inc., and The Walt Disney Company, Inc. During 1993, sales under these agreements were approximately 13% of the total sales of the footwear segment.
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 22,000 full and part-time employees including approximately 5,600 in the leased department business, Connie and Regal shoe stores, factories, and Corporate offices which will be terminated as a result of the restructuring and closings previously discussed. Approximately 2,000 employees engaged in the manufacture of footwear are employed under union contracts. Such contracts vary in duration and expire in years between 1994 and 1996.
ITEM 2



ITEM 2 - PROPERTIES - -------------------
The principal executive, sales and administrative offices of the Corporation are located in Clayton (St. Louis), Missouri, and consist of a complex of four adjoining office buildings. As a result of reduction in staffing, the Corporation, subsequent to year end, sold two of the four buildings.
The Corporation's footwear manufacturing and warehousing operations are primarily carried out at 10 footwear and component manufacturing plants, two leather cutting facilities, and three warehouses located mainly in smaller towns in the Southern and Midwestern sections of the United States and two manufacturing and one warehouse facility located in Canada. Substantially all of the facilities are owned or are subject to long-term capital leases. In January 1994 the Corporation announced the closing of five domestic production facilities. These closings will be completed in the first and second quarter of 1994. After these closings the Corporation will have annual domestic manufacturing capacity of approximately 7,000,000 pairs.
The Corporation's retail footwear operations are conducted throughout the United States and Canada and involve the operation of 1,152 shoe stores, including 102 in Canada. In addition, Famous Footwear has leased office space and a 750,000 square foot distribution center in Madison, Wisconsin. Cloth World has one warehouse/distribution facility in Amarillo, Texas, and 340 leased retail store locations. All store locations are leased with approximately one-third having renewal options.
ITEM 3

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.
ITEM 3 - LEGAL PROCEEDINGS (Continued) - --------------------------
The Corporation is working with Federal and various State Environmental Protection Agencies to resolve clean-up issues at several sites, including the Corporation's closed tannery in New York. The potential financial impact on the Corporation is discussed on page 15 of the Annual Report to Stockholders for the year ended January 29, 1994, which is incorporated herein by reference.
ITEM 4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
No matter was submitted to a vote of stockholders during the fourth quarter of fiscal 1993.
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, 1994.
Name Age Current Position - ---- --- ----------------
B. A. Bridgewater, Jr. 60 Chairman of the Board, President and Chief Executive Officer and Member of Executive Committee
John B. Biggs, Jr. 50 Senior Vice President
Brian C. Cook 54 Vice President, Footwear Retailing and President, Famous Footwear
Arthur G. Croci 42 President, Pagoda Trading
Ronald N. Durchfort 40 President, Pagoda International
Ronald A. Fromm 43 Executive Vice President, Famous Footwear
Curtis R. Johnson 62 Executive Vice President, Brown Shoe Company
Raymond F. Moseley 54 President, Wohl Shoe Company
Joseph P. Pearce 48 Executive Vice President, Brown Shoe Company
Robert D. Pickle 56 Vice President, General Counsel and Corporate Secretary
Gary M. Rich 43 President, Pagoda U.S.A.
Harry E. Rich 54 Director, Executive Vice President and Chief Financial Officer and Member of Executive Committee
Donald L. Richey 50 President, Cloth World
Andrew M. Rosen 43 Vice President and Treasurer
Mary Sylvia Siverts 34 Vice President, Public Affairs
Richard L. Stonner 50 Senior Vice President, Retail Sales, Famous Footwear
Thomas A. Williams 45 Vice President, Footwear Wholesaling; President, Brown Shoe Company; and Chairman, Pagoda
E. Lee Wyatt, Jr. 41 Vice President, Planning and Controller
George J. Zelinsky 45 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.
John B. Biggs, Jr., Senior Vice President of the registrant since January 1994. President of Brown Shoe Company from December 1990 to January 1994. Senior Vice President of Brown Shoe Company from 1987 to December 1990.
Brian C. Cook, Vice President, Footwear Retailing of the registrant since March, 1992; President of Famous Footwear since 1981.
Arthur G. Croci, President of Pagoda Trading since November 1993. President of Brown Group International from December 1990 to November 1993. Vice President of the registrant from December 1990 to March 1993. Executive Vice President of Brown Group International from January 1990 to December 1990 and various positions with the registrant from 1980 through 1989.
Ronald N. Durchfort, President of Pagoda International since March 1993. Managing Director, BGI, SARL-European Operations from 1989 through 1993. International Sales Manager, Sidney Rich Associates, Inc. from 1986 through 1989.
Ronald A. Fromm, Executive Vice President, Famous Footwear since September 1992. Vice President and Chief Financial Officer from 1988 to 1992.
Curtis R. Johnson, Executive Vice President, Brown Shoe Company since 1992. Executive Vice President - Production and Purchasing, Brown Shoe Company since 1982.
Raymond F. Moseley, President of Wohl Shoe Company since March 1992; Executive Vice President, Operations of Wohl since 1989; previously Senior Vice President, Operations of Wohl since 1985.
Joseph P. Pearce, Executive Vice President of Brown Shoe Company since June 1991, with principal responsibility for marketing. Previously, a Group President of the Fisher-Camuto Group, Inc. (a footwear company).
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. Account Executive, Sidney Rich Associates, Inc. from August 1975 to December 1980.
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.
Donald L. Richey, President of Cloth World since October 1990. Previously, Executive Vice President and a Director of Hancock Fabrics, Inc.
Andrew M. Rosen, Vice President and Treasurer of the registrant since January 1992. Treasurer of the registrant from 1983 to 1992.
Mary Sylvia Siverts, Vice President of Public Affairs since September 1993. Director of Public Relations from 1988 to 1993.
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued) - ------------------------------------
Richard L. Stonner, Senior Vice President, Retail Sales of Famous Footwear since May 1987. Vice President and General Merchandise Manager, Shoe Stores, Wohl Shoe Company from 1985 to 1987.
Thomas A. Williams, Vice President, Footwear Wholesaling; President, Brown Shoe Company; and Chairman, Pagoda since January 1994. Vice President, International Operations of the registrant from March 1993 to January 1994. Chairman of the Board of Pagoda Trading Company from 1990 to January 1994. Vice Chairman and other management positions at Pagoda Trading Company from 1982 to 1990.
E. Lee Wyatt, Jr., Vice President, Planning and Controller since March 1994. Vice President, Planning and Taxes of the registrant since December 1992. Director, Corporate Planning and Taxes and Assistant Secretary since 1990. Director, Corporate Planning and Analysis since 1989. Manager, Corporate Planning and Analysis since 1986.
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

ITEM 5 -MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - -------------------------------------------------
Common Stock market prices and dividends on page 32 of the annual stockholders report and the number of stockholders on page 34 of the annual stockholders report for the year ended January 29, 1994 are incorporated herein by reference.
ITEM 6

ITEM 6 - SELECTED FINANCIAL DATA - --------------------------------
Selected Financial Data on page 16 of the annual stockholders report for the year ended January 29, 1994 is incorporated herein by reference.
ITEM 7

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 12 through 15 of the annual stockholders report for the year ended January 29, 1994 is incorporated herein by reference.
ITEM 8


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------
The consolidated financial statements of the Corporation and its subsidiaries on pages 17 through 31, and the supplementary financial information on page 32 of the annual stockholders report for the year ended January 29, 1994 are incorporated herein by reference.
ITEM 9

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------
None.
PART III --------
ITEM 10



ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------
Information regarding Directors of the Corporation on pages 3 through 9 of the proxy statement for the annual meeting to be held May 26, 1994, 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

ITEM 11 - EXECUTIVE COMPENSATION - --------------------------------
Information regarding Executive Compensation on pages 10 through 16 and 20 through 24 of the proxy statement for the annual meeting to be held May 26, 1994, is incorporated herein by reference.
ITEM 12

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ---------------------------------------------------------
Security Holdings of Directors and Management on page 3 and 4 of the proxy statement for the annual meeting to be held May 26, 1994, is incorporated herein by reference.
ITEM 13

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------
None.
PART IV -------
ITEM 14

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.(a) (i) 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.
(a) (ii) 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.
(b) Bylaws of the Corporation as amended through December 22, 1993, filed, herewith.
4. (a) Form of Rights Agreement dated as of March 6, 1986 between the Corporation and Morgan Guaranty Trust Company of New York, which includes as Exhibit A the form of Rights Certificate evidencing the Corporation's Common Stock Purchase Rights, incorporated herein by reference to Exhibits 1 and 2 to the Corporation's Registration Statement on Form 8-A dated March 7, 1986.
(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, non-qualified Stock Option and Performance Bonus Plan of 1976, incorporated herein by reference to Exhibit 1 to the Corporation's definitive proxy statement dated January 18, 1977.
(b)* 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.
(c)* 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.
11. Computation of earnings per share.
13. Annual Report to Stockholders of Brown Group, Inc. for the fiscal year ended January 29, 1994. 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).
(b) Reports on Form 8-K:
The Corporation filed a current report on Form 8-K dated January 13, 1994, in response to Item 5, which announced restructuring initiatives, provision for additional environmental monitoring costs and plans to discontinue and withdraw from the Wohl Leased Shoe Department business.
(c) Exhibits:
Exhibits begin on page 22 of this Form 10-K.
On request copies of any exhibit will be furnished to stockholders upon payment of the Corporation's reasonable expenses incurred in furnishing such exhibit.
(d) Financial Statement Schedules.
*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 20, 1994 BROWN GROUP, INC. (Registrant)
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 21, 1994, 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
E. Lee Wyatt, Jr. /s/ Vice President, Planning and Controller
Signature Title --------- -----
Joseph L. Bower /s/ Director and Chairman of Compensation Committee
Joan F. Lane /s/ Director and Chairperson of Governance and Nominating Committee
William E. Maritz /s/ Director
Daniel R. Toll /s/ Director and Chairman of Audit Committee
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a) (1) and (2), and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED JANUARY 29, 1994
BROWN GROUP, INC.
ST. LOUIS, MISSOURI
FORM 10-K - ITEM 14 (a) (1) and (2) BROWN GROUP, INC. AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Brown Group, Inc. and subsidiaries included in the annual report of the registrant to stockholders for the year ended January 29, 1994 are incorporated by reference in Item 8:
Consolidated Balance Sheets - January 29, 1994 and January 30, 1993.
Consolidated Earnings - Years ended January 29, 1994, January 30, 1993, and February 1, 1992.
Consolidated Cash Flows - Years ended January 29, 1994, January 30, 1993, and February 1, 1992.
Consolidated Stockholders' Equity - Years ended January 29, 1994, January 30, 1993, and February 1, 1992.
Notes to consolidated financial statements.
Report of Independent Auditors.
The following consolidated financial statement schedules of Brown Group, Inc. and subsidiaries are included in Item 14(d):
Schedule VIII - Valuation and Qualifying Accounts Schedule IX - Short-Term Borrowings
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.
BROWN GROUP, INC. ANNUAL REPORT TO STOCKHOLDERS ON FORM 10-K INDEX TO EXHIBITS
Exhibit -------
3.(b) Bylaws as amended through December 22, 1993
11. Computation of earnings per share
13. 1993 Annual Report to Stockholders of Brown Group, Inc.
21. Subsidiaries of the registrant
23. Consent of Independent Auditors
24. Power of Attorney (see signature page)