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): May 8, 2008

Bakers Footwear Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Missouri	000-50563	43-0577980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2815 Scott Avenue St. Louis, Missouri	63103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(314) 621-0699

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 1.01. Entry into a Material Definitive Agreement.

Amendment to Term Loan.

In order to provide for additional temporary liquidity, on May 9, 2008, Bakers Footwear Group, Inc. (the “Company”) entered into an amendment to its $7.5 million three-year subordinated secured term loan (the “Loan”) pursuant to that certain Amendment Number 1 to Loan Documents (the “Amendment”) with Private Equity Management Group, Inc. (“PEM”), as arranger and administrative agent on behalf of an affiliated lender (the “Lender”) and the Lender. The Amendment amends the Second Lien Credit Agreement (“Loan Agreement”) dated February 1, 2008 among the Company, PEM and the Lender. The Amendment modifies the Company’s first quarter minimum adjusted EBITDA financial covenant from negative $1,130,419 to negative $2,293,572. Also under the Amendment, the Company and PEM agreed that principal payments under the Loan will be deferred until September 1, 2008, with the remaining principal payments under the Loan re-amortized over the original term.

As consideration for the Amendment, the Company issued an additional 50,000 shares of its common stock, par value $0.0001 per share (the “New Shares”) to PEM. The Amendment also modified the terms of that certain Registration Rights Agreement dated February 1, 2008 between PEM and the Company (the “Registration Rights Agreement”) by adding the New Shares to the registration obligations that the Company has with respect to the 350,000 shares (the “Initial Shares”) that the Company previously issued to PEM in connection with the initial entry into the Loan. Under the Amendment, the Company has until May 12, 2008to file a resale registration statement covering the Initial Shares and the New Shares. The Company is still subject to liquidated damages as previously discussed if the registration statement is not declared effective by the Securities and Exchange Commission within 120 days after February 1, 2008. As a result of the issuance of the 50,000 shares of common stock, PEM beneficially owns approximately 5.7% of the Company’s common stock on a post-transaction basis. The Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The Registration Rights Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Summary of Term Loan.

As previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2008, the Company consummated the Loan on February 4, 2008. The Loan continues to mature on February 1, 2011, with interest at an interest rate of 15% per annum. As additional consideration for the Loan, PEM received the Initial Shares. The Company also paid PEM an advisory fee of $300,000 and PEM’s costs and expenses. The Loan is secured by substantially all of the Company’s assets and is subordinate to the Company’s credit facility with Bank of America, N.A. (“Bank”), the Company’s senior lender, but it is senior to the Company’s $4 million in aggregate principal amount of subordinated convertible debentures due 2012 (the “Debentures”). As a result of the issuance of the New Shares, the weighted average conversion price adjustment on the Debentures was triggered, lowing the conversion price from $8.64 to $8.59. The Debentures are now convertible into an aggregate of 465,656shares of common stock, after eliminating fractional shares. The Bank consented to the Amendment. The Bank’s consent is attached hereto as Exhibit 4.3 and is incorporated by reference herein. The Company has broad obligations to indemnify, and pay the fees and expenses of PEM and the Lender in connection with, among other things, the enforcement, performance and administration of the Loan Agreement and the other loan documents. The Loan Agreement is attached hereto as Exhibit 4.4 and is incorporated herein by reference.

Under the Loan Agreement, the Company continues to be permitted to prepay the Loan, subject to prepayment penalties which range between 3% and 1% of the aggregate principal balance of the Loan. The Company is also required to make prepayments, subject to the senior subordination agreement between the Company, PEM and the Bank (the “Senior Subordination Agreement”), on the Loan in certain circumstances, including generally if the Company sells property and assets outside the ordinary course of business, and upon receipt of certain extraordinary cash proceeds and upon sales of securities. The Senior Subordination Agreement is attached hereto as Exhibit 4.5 and is incorporated herein by reference.

The Loan Agreement contains financial covenants which require the Company to maintain specified levels of tangible net worth and adjusted EBITDA (both as defined in the Loan Agreement) each fiscal quarter and annual limits on capital expenditures of no more than $1.5 million, $2 million and $3 million, respectively. The Loan

Agreement also contains certain other restrictive covenants, including covenants that restrict the Company’s ability to use the proceeds of the Loan, to incur additional indebtedness, to pre-pay other indebtedness, to dispose of assets, to effect certain corporate transactions, including specified mergers and sales of all or substantially all of the Company’s assets, to change the nature of the Company’s business, to pay dividends (other than in the form of common stock dividends), as well as covenants that limit transactions with affiliates and prohibit a change of control. For this purpose, a change of control is generally defined as, among other things, a person or entity acquiring beneficial ownership of more than 50% of the Company’s common stock, specified changes to the Company’s Board of Directors, sale of all or substantially all of the Company’s assets or certain Company recapitalizations. The Loan Agreement also contains customary representations and warranties and affirmative covenants, including provisions relating to providing reports, inspections and appraisal, and maintenance of property and collateral.

Upon the occurrence of an event of default under the Loan Agreement, the Lender will be entitled to acceleration of the debt plus all accrued and unpaid interest, subject to the Senior Subordination Agreement, with the interest rate increasing to 17.5% per annum. The Loan Agreement generally provides for customary events of default, including default in the payment of principal or interest or other required payments, failure to observe or perform covenants or agreements contained in the transaction documents (excluding the Registration Rights Agreement), materially breaching the Company’s credit facility with the Bank or the terms of the Company’s Debentures, generally failure to pay when due debt obligations (broadly defined, subject to certain exceptions) in excess of $1 million, specified events of bankruptcy or specified judgments against the Company.

For additional information, please see “Item 1. Business — Recent Developments,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources,” and “Item 1. Business — Risk Factors — The terms of our three-year subordinated secured term loan contain certain financial covenants with respect to our performance and other covenants that restrict our activities. If we are unable to comply with these covenants, the lender could accelerate the repayment of our indebtedness and subject us to a cross-default under our credit facility” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.

Item 2.02. Results of Operations and Financial Condition.

On May 8, 2008, the Company issued a press release announcing net sales results for the thirteen weeks ended May 3, 2008 (the Company’s first fiscal quarter). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

In connection with the Amendment and the sale and issuance of the New Shares, the Company relied on the exemption from registration relating to offerings that do not involve any public offering pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 of Regulation D promulgated pursuant thereto. The offering of the securities was conducted without general solicitation or advertising. The New Shares issued will bear restrictive legends permitting the transfer thereof only in compliance with applicable securities laws. The Company believes that the acquiror acquired the New Shares for investment purposes and not with a view to or for distribution in these transactions and that it is an “accredited investor” under Rule 501(e) under Regulation D under the Securities Act of 1933.

Item 7.01.Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits. See Exhibit Index.

SIGNATURES

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.

	BAKERS FOOTWEAR GROUP, INC.
Date:   May 9, 2008	By:	/s/ Charles R. Daniel, III
		Charles R. Daniel, III Vice President—Finance, Controller, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Amendment Number 1 to Loan Documents dated May 9, 2008 by and among the Company, Private Equity Management Group, Inc. and the Lender named therein.
4.2	Registration Rights Agreement dated February 1, 2008 by and among the Company and Private Equity Management Group, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K dated February 1, 2008 (File No. 000-50563)).
4.3	Letter of Consent delivered to the Company and Private Equity Management Group, Inc. by Bank of America, N.A.
4.4	Second Lien Credit Agreement dated February 1, 2008 (“Loan Agreement”) by and among the Company, and Private Equity Management Group, Inc. and the Lender named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 1, 2008 (File No. 000-50563)).
4.5	Subordination Agreement dated February 1, 2008 by and among the Company, Bank of America, N.A. and Private Equity Management Group, Inc., in its capacity as administrative agent for the Lender named therein (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K dated February 1, 2008 (File No. 000-50563)).
99.1	Press release dated May 8, 2008.

EX-4.1

Exhibit 4.1

AMENDMENT NUMBER 1 TO LOAN DOCUMENTS

THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “First Amendment”), is entered into as of May 9, 2008, by and between GVECR II 2007 E Trust dated December 17, 2007 (“Lender”), PRIVATE EQUITY MANAGEMENT GROUP, INC., a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “Agent”) under the Credit Agreement (as defined herein) and in its capacity as a “Security holder” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC.,a Missouri corporation (“Borrower”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

W I T N E S S E T H

WHEREAS, Borrower, Agent and the Lender are parties to that certain Second Lien Credit Agreement, dated as of February 1, 2008 (as amended, restated, supplemented, or modified from time to time, the “Credit Agreement”);

WHEREAS, Borrower and Agent are parties to that certain Registration Rights Agreement dated as of February 1, 2008 (as amended, restated, supplemented or modified from time to time, the “Registration Rights Agreement”);

WHEREAS,Borrower has informed Agent (a) of Borrower’s financial results for the fourth quarter of fiscal year 2008, (b) that Borrower’s independent registered public accounting firm’s report issued in Borrower’s Annual Report on Form 10-K for fiscal year 2008 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about Borrower’s ability to continue as a going concern, and (c) that Borrower has provided updated projection data to Agent (collectively, the “Updating Information”).

WHEREAS, Borrower wishes to obtain relief from (a) the minimum EBITDA financial covenant for Borrower’s fiscal quarter ending May 3, 2008 and (b) principal payments on the Term Loan due in June, July and August, 2008;

WHEREAS, subject to the satisfaction of the conditions set forth herein, Lender is willing to grant Borrower the relief requested by Borrower;

WHEREAS, the Lender Group desires that all future payments on account of the Obligations be made to Lender’s Deposit Account instead of Agent’s Account;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Loan Documents as follows:

1.DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended hereby.

2.AMENDMENT TO CREDIT AGREEMENT.

(a)       Section 2.2(c) of the Credit Agreement is amended and restated as follows:

“(c)     Subject to subsection (b) above and subsection (d) below, the principal of the Term Loan shall be repaid in installments as follows:

(A) commencing on March 1, 2008, and continuing on the first day of April and May, 2008, equal installments of $208,333.33;

(B) commencing on September 1, 2008, and continuing on the first day of each of the 28 consecutive months thereafter, equal installments of $229,166.66; and

(C) on the Maturity Date, a final installment in an amount equal to the then unpaid principal balance of the Term Loan.”

(b)       Section 6.16(b) of the Credit Agreement is amended and restated as follows:

“(b)     Minimum EBITDA. Fail to achieve EBITDA, measured on a fiscal year to date basis, of not less than the required amount set forth in the following table for the applicable period set forth opposite thereto:

Applicable Period	Applicable Amount
February 3, 2008 to May 3, 2008	($2,293,572)
February 3, 2008 to August 2, 2008	($1,058,178)
February 3, 2008 to November 1, 2008	($3,710,683)
February 3, 2008 to January 31, 2009	$4,305,231
February 1, 2009 to May 2, 2009	($1,338,523)
February 1, 2009 to August 1, 2009	($1,266,327)
February 1, 2009 to October 31, 2009	($4,134,907)
February 1, 2009 to January 30, 2010	$4,576,432
January 31, 2010 to May 1, 2010	($1,462,274)
January 31, 2010 to July 31, 2010	($1,326,164)
January 31, 2010 to October 30, 2010	($4,252,196)

(c)       The Updating Information (or any decline in the market price of Borrower’s Stock reasonably determined to arise as a result of such information) shall not be deemed to constitute a Material Adverse Change.

(d)       Section 2.4(a) of the Credit Agreement is deleted and replaced by the following:

“(i)      Except as otherwise expressly provided herein and subject to the Senior Loan Subordination Agreement, all payments by Borrower shall be made in Dollars to Lender’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by

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Lender later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day, and any applicable interest or fee shall continue to accrue until such following Business Day.”

(e)       Section 2.8 of the Credit Agreement is deleted and replaced by the following:

“Crediting Payments. The receipt of any payment item by Lender shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Lender’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Lender only if it is received into the Lender’s Account on a Business Day on or before 11:00 a.m. (California time). If any payment item is received into the Lender’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Lender as of the opening of business on the immediately following Business Day.”

(f)        Schedule A-2 Lender’s Account shall be inserted after Schedule A-1 and read as set forth on Exhibit 2(f) attached hereto.

(g)       In Schedule 1.1, the following shall be added:

“Lender’s Account” means the Deposit Account of Lender identified on Schedule A-2.”

2.A.AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

The Registration Rights Agreement is amended as follows:

(a)       “Shares” shall be deemed to include the additional 50,000 shares of common stock of Borrower issued pursuant hereto, so that “Shares” includes both the 350,000 previously issued to Agent and the additional 50,000 shares issued pursuant to this First Amendment.

(b)       “Filing Date” shall mean “ a date no later than May 12, 2008.”

3.         CONDITIONS PRECEDENT TO THIS FIRST AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this First Amendment and each and every provision hereof:

(a)       The representations and warranties in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);

(b)       No Default or Event of Default shall have occurred and be continuing as of the date hereof;

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(c)       No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, Agent or any Lender;

(d)       Borrower shall have issued to Agent 50,000 shares of common stock of Borrower, which will be fully earned and non-refundable as of the date hereof; and

(e)       Borrower shall have executed and delivered this First Amendment to Lender by no later than May 9, 2008.

4.         CONSTRUCTION. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

5.         ENTIRE AMENDMENT; EFFECT OF SECOND AMENDMENT. This First Amendment, and terms and provisions hereof, constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except as expressly set forth in this First Amendment, the Credit Agreement, the Registration Rights Agreement and the other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this First Amendment conflict with those of the Credit Agreement, the Registration Rights Agreement or the other Loan Documents, the terms and provisions of this First Amendment shall control. This First Amendment is a Loan Document.

6.         COUNTERPARTS; TELEFACSIMILE EXECUTION. This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this First Amendment by signing any such counterpart. Delivery of an executed counterpart of this First Amendment by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this First Amendment. Any party delivering an executed counterpart of this First Amendment by telefacsimile also shall deliver an original executed counterpart of this First Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this First Amendment.

7.         MISCELLANEOUS.

(a)       Upon the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended by this First Amendment.

(b)       Upon the effectiveness of this First Amendment, each reference in the Loan Documents to the “Credit Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended by this First Amendment.

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(c)       Upon the effectiveness of this First Amendment, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Registration Rights Agreement shall mean and refer to the Registration Rights Agreement as amended by this First Amendment.

(d)       Upon the effectiveness of this First Amendment, each reference in the Loan Documents to the “Registration Rights Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the Registration Rights Agreement shall mean and refer to the Registration Rights Agreement as amended by this First Amendment.

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IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and delivered as of the date first written above.

BAKERS FOOTWEAR GROUP, INC.
By:	/s/ Peter Edison
Title:	Chairman, CEO, and President
PRIVATE EQUITY MANAGEMENT GROUP, INC., as Agent and as Securityholder
By:	/s/ Robert Anderson
Title:	COO
By:	/s/ Wilbur Quon
Title:	CFO
GVECR II 2007 E Trust dated December 17, 2007, as Lender
By:	/s/ Robert Anderson
Title:	Director
By:	/s/ Wilbur Quon
Title:	Director

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[EXHIBIT 2(f) (Lender's Account Information) has been omitted. The Registrants undertakes to furnish supplementally a copy of such exhibit upon request.]

EX-4.3

Exhibit 4.3

May ____, 2008

Private Equity Management Group, Inc.

One Park Plaza, Suite 550

Irvine, California 92614

Bakers Footwear Group, Inc.

2815 Scott Avenue

St. Louis, Missouri 63103

Ladies and Gentlemen:

Reference is hereby made to that certain Subordination Agreement (as the same has been, or may hereafter be, amended, modified, supplemented or restated, the “Subordination Agreement”) dated as of February 1, 2008, by and among Bank of America, N.A. (the “Senior Lender”), Private Equity Management Group, Inc. (the “Subordinated Creditor”) and Bakers Footwear Group, Inc. (the “Company”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Subordination Agreement.

Pursuant to that certain Amendment Number 1 to Loan Documents dated as of even date herewith (the “Subordinated Loan Agreement Amendment”), the Company has agreed to issue to the Subordinated Creditor 50,000 shares of common stock of the Company. Pursuant to Section 9(b) of the Subordination Agreement, the Subordinated Creditor and the Company may not amend or modify the Subordinated Loan Agreement if such amendment would (except as set forth in the Subordinated Loan Agreement (as in effect on the date of the Subordination Agreement) and the documents executed in connection therewith), give to the Subordinated Creditor the right to purchase, or to cause the Company to issue, equity interests in the Company, without the prior consent of the Senior Lender. The Company and the Subordinated Credit have requested that the Senior Lender consent to the Company’s issuance of 50,000 shares of the Company’s common stock to the Subordinated Creditor as set forth in the Subordinated Loan Agreement Amendment and the Senior Lender hereby consents to such issuance, subject to the following:

1. The consent set forth above relates solely to the issuance of 50,000 shares of the Company’s common stock as set forth in the Subordinated Loan Agreement Amendment and is not a continuing consent to any future issuance of equity interests by the Company to the Subordinated Creditor.

Private Equity Management Group, Inc.

Bakers Footwear Group, Inc.

May ____, 2008

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2. Except as set forth in this limited consent, all terms and conditions of the Subordination Agreement remain in full force and effect.

If you have any questions, please do not hesitate to contact us.

Very truly yours,
BANK OF AMERICA, N.A. as Senior Lender
By:	/s/ Richard D. Hill, Jr.
Name:	Richard D. Hill, Jr.
Title:	Managing Director

EX-99.1

Exhibit 99.1

Company Contact:

Charles R. Daniel, III

Vice President - Finance

(314) 621-0699

Final: For Immediate Release

Investor Contacts:

Integrated Corporate Relations

Allison Malkin/Shaun Smolarz

(203) 682-8225/(203) 682-8346

BAKERS FOOTWEAR REPORTS FIRST QUARTER FISCAL YEAR 2008 SALES

ST. LOUIS, MO., May 8, 2008 – Bakers Footwear Group, Inc. (Nasdaq: BKRS),a leading specialty retailer of moderately priced fashion footwear for young women, today reported first quarter fiscal 2008 net sales.

For the thirteen weeks ended May 3, 2008 (the Company’s first fiscal quarter) net sales decreased 11.6% to $43.5 million, compared to $49.3 million in the thirteen weeks ended May 5, 2007. Comparable store sales in the first quarter of fiscal year 2008 decreased 11.1%, compared to a decline of 9.3% in the comparable period last year.

During the first quarter of fiscal 2008, Bakers Footwear opened one new Bakers store and closed one store. At quarter end, the Company operated a total of 249 stores.

Peter Edison, Chairman and Chief Executive Officer of Bakers Footwear Group, stated: “While soft early in the quarter, our April sales rebounded solidly to flat comparative sales reflecting strength across all major footwear categories and in particular, sandals. We believe we are positioned to build upon this improving trend given the growing importance of open-toe footwear to our total business over the next several months.”

About Bakers Footwear Group, Inc.

Bakers Footwear Group, Inc. is a national, mall-based, specialty retailer of distinctive footwear and accessories for young women. The Company’s merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. The Company currently operates over 240 stores nationwide under its Bakers and Wild Pair formats. Bakers’ stores focus on women between the ages of 16 and 35. Wild Pair stores offer fashion-forward footwear to both women and men between the ages of 17 and 29.

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THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27(A) OF THE SECURITIES ACT OF 1933 AND SECTION 21(E) OF THE SECURITIES EXCHANGE ACT OF 1934). BAKERS FOOTWEAR HAS NO DUTY TO UPDATE SUCH STATEMENTS. ACTUAL FUTURE EVENTS AND CIRCUMSTANCES COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THIS STATEMENT DUE TO VARIOUS FACTORS. FACTORS THAT COULD CAUSE THESE CONDITIONS NOT TO BE SATISFIED INCLUDE MATERIAL DECLINES IN SALES TRENDS AND LIQUIDITY, INABILITY TO SATISFY DEBT COVENANTS, MATERIAL CHANGES IN CAPITAL MARKET CONDITIONS OR IN BAKERS FOOTWEAR’S BUSINESS, PROSPECTS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION AND OTHER RISKS AND UNCERTAINTIES, INCLUDING THOSE DETAILED IN BAKERS FOOTWEAR’S MOST RECENT ANNUAL REPORT ON FORM 10-K INCLUDING THOSE DISCUSSED IN “RISK FACTORS,” IN “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS” AND IN NOTE 2 TO THE FINANCIAL STATEMENTS, AND IN BAKERS FOOTWEAR’S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

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