-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AhnR6Ips1ROB7JndhWxWzuXDtYa7SUNAhWjklNvFqkAjpS1Zz0/UlTAdSNp1puJj PKx9T/MNEOEMW4OSYpgEPw== 0000014707-03-000075.txt : 20031209 0000014707-03-000075.hdr.sgml : 20031209 20031209081252 ACCESSION NUMBER: 0000014707-03-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031208 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031209 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: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02191 FILM NUMBER: 031043616 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 bs8k120903perth.htm FORM 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) December 8, 2003


 
 
 
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)
 
 

Page 1



 

Item 9. Regulation FD Disclosure.

On December 8, 2003, Brown Shoe Company, Inc. issued a press release announcing it plans to close its Perth, Ontario manufacturing facility by early March 2004 and that the Company will incur a charge in its fiscal fourth quarter ended January 31, 2004 for severance and other costs associated with the closing. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 9 and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
 

SIGNATURES

Pursuant to the requirements of the Securities 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.
    (Registrant)
     
     
Date: December 9, 2003  
/s/ Michael I. Oberlander
    Michael I. Oberlander
Vice President, General Counsel and Corporate Secretary

 

Page 2



INDEX TO EXHIBITS


 
Exhibit No. 
 
Description 
99.1
 
Press Release, dated December 8, 2003

 
 

Page 3



 
EX-99 3 bws120903perthex99.htm PRESS RELEASE DATED DECEMBER 8, 2003 News
NYSE:BWS
For Immediate Release
Contact: Beth Fagan
Brown Shoe 314-854-4093; 314-368-3164

 

Brown Shoe Company Announces Plans to Streamline its Canadian Operations;
Will Close Manufacturing Facility in Canada

            St. Louis, December 8, 2003 - Brown Shoe Company, Inc. (NYSE:BWS) today announced plans to close its Perth, Ontario, manufacturing facility by early March 2004 in an effort to reduce costs and focus its Canadian operation on building market share for its Naturalizer brand.

            As the percentage of lower-cost imported footwear in Canada has increased due to the reduction of tariffs, the company's Canadian manufacturing operation has become uncompetitive. Brown Shoe has been testing its imported, U.S.-designed Naturalizer product in its Canadian Naturalizer stores. This footwear, designed for a slightly younger, higher-fashion woman, tested well with Canadian consumers.

            The plant employs 304 people and manufactures primarily women's dress and casual footwear and boots for the company's 170 Canadian Naturalizer stores and wholesale customers. The company will incur an aftertax charge of $3.8-$4.2 million, or $0.20-$0.22 per diluted share in its fourth-quarter net earnings in order to cover severance payments and the write-down of materials. The closing is expected to raise the Canadian division's gross margins and operating earnings in 2004 and beyond.

            "This was a difficult decision for the company, and we recognize that many employees will be affected," said Ken Gilbertson, President of the Canadian division. "Notwithstanding this we have made the right choice. This move will allow us to remain competitive in the women's footwear marketplace that is increasingly dominated by imported product."

            While the company plans to continue to operate its distribution center in Perth, which also is home to its Canadian wholesale headquarters, it will no longer own manufacturing facilities in North America. This move also follows the Company's December 2002 closing of its Stirling, Ontario manufacturing facility.

            The company has committed to assisting its Perth-based employees during this transition. "We are working closely with the Ontario Ministry of Training, Colleges and Universities and Human Resources Development Canada to provide our Perth employees with a comprehensive labor adjustment program that includes a job center, vocational planning, job-search assistance and counseling," said Gilbertson.

            Brown Shoe has manufactured boots and sandals in the Perth facility since 1961, primarily under the Naturalizer label.
 
 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This press release contains certain forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include (i) general economic conditions and the consumer's preferences and purchasing patterns, which may be influenced by consumers' disposable income; (ii) the uncertainties of currently pending litigation; (iii) intense competition within the footwear industry; and (iv) and political and economic conditions or other threats to continued and uninterrupted flow of inventory from Brazil and China, where the Company relies heavily on third-party manufacturing facilities for a significant amount of its inventory. The company's reports to the Securities and Exchange Commission contain detailed 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.

Brown Shoe is a $1.84 billion footwear company with worldwide operations. The company operates the 900-store Famous Footwear chain, which sells brand name shoes for less. It also operates 400 Naturalizer stores in the U.S. and Canada that sell the Naturalizer brand of shoes and accessories. Brown Shoe, through its Wholesale divisions, owns and markets leading footwear brands including Naturalizer, LifeStride, Connie, Buster Brown; it also markets licensed brands including Dr. Scholl's and Carlos by Carlos Santana for adults, and Barbie, Spider-Man and Bob-the-Builder character footwear for children. Brown Shoe press releases are available on the company's web site at www.brownshoe.com. -----END PRIVACY-ENHANCED MESSAGE-----