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) September 10, 2002

 

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)
1-2191 (Commission File Number)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)

 
 
 
 

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Item 7. Financial Statements and Exhibits
 

(c)	Exhibit
	99.1	Certifications by Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to SEC Order 4-460.

Item 9. Regulation FD Disclosure

The Registrant is furnishing under Item 9 of this Current Report on Form 8-K the information included as Exhibit 99.1 of this report (Exhibit 99.1 consists of copies of the certifications required by Securities and Exchange Commission Order 4-460, which were filed on September 10, 2002.).

The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

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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 thereunto duly authorized.
 

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date: September 10, 2002	/s/ Michael I. Oberlander
	Michael I. Oberlander Vice President, General Counsel and Corporate Secretary

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EX-99.1 CHARTER

 

Exhibit 99.1

Statement Under Oath of Principal
Executive Officer Regarding Facts and Circumstances
Relating to Exchange Act Filings

I, Ronald A. Fromm, state and attest that:

    1. To the best of my knowledge, based upon a review of the covered reports of Brown Shoe Company, Inc. (the "Registrant"), and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

    2. I have reviewed the contents of this statement with the Registrant's audit committee.

    3. In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• the Registrant's Annual Report on Form 10-K filed with the Commission on or about April 16, 2002;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Registrant filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

/s/ Ronald A. Fromm
Ronald A. Fromm
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Brown Shoe Company, Inc.
September 10, 2002

Subscribed and sworn to before me this 10th
Day of September, 2002.
 

/s/ Jeanette W. Moeller
Notary Public

My Commission Expires: 11/23/02
 
 

Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to
Exchange Act Filings

I, Andrew M. Rosen, state and attest that:

    1. To the best of my knowledge, based upon a review of the covered reports of Brown Shoe Company, Inc. (the "Registrant"), and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

    2. I have reviewed the contents of this statement with the Registrant's audit committee.

    3. In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• the Registrant's Annual Report on Form 10-K filed with the Commission on or about April 16, 2002;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Registrant filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

/s/ Andrew M. Rosen
Andrew M. Rosen
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Brown Shoe Company, Inc.
September 10, 2002

Subscribed and sworn to before me this 10th
Day of September, 2002.
 
 

/s/ Jeanette W. Moeller
Notary Public
My Commission Expires: 11/23/02