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Table of Contents
BROWN SHOE COMPANY, INC. 2003 FORM 10-K
FORM 10-K
United States Securities and Exchange Commission
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2004
Commission file number 1-2191
BROWN SHOE COMPANY, INC.
(Exact name of registrant as specified in its charter)
New York 43-0197190
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
8300 Maryland Avenue 63105
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
(314) 854-4000
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock — par value $3.75 a share with Common Stock Purchase
Rights New York Stock Exchange
Chicago Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes No o
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No o
The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 2, 2003, the last business day of the
registrant’s most recently completed second fiscal quarter, was approximately $524.7 million.
As of February 28, 2004, 18,085,089 common shares were outstanding.
Documents Incorporated by Reference
Portions of the proxy statement for the annual meeting of shareholders to be held May 27, 2004 are incorporated by reference into Part III.
BROWN SHOE COMPANY, INC. 2003 FORM 10-K

Table of contents

  • Page 1
    ...BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 43-0197190 (IRS Employer Identification Number) 63105 (Zip Code) 8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices...

  • Page 2
    ...Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Certain Relationships and Related Transactions Principal Accountant Fees and Services 57 58 58 58 58 PART IV Item 15 Exhibits, Financial Statement Schedules, and Reports...

  • Page 3
    ...shoe stores in the United States and Canada. The number of our retail footwear stores at the end of each of the last three fiscal years is as follows: 2003 Famous Footwear Family footwear stores which feature a wide selection of brand-name, value-priced footwear; located in shopping centers, outlet...

  • Page 4
    3

  • Page 5
    ...on location, customer profiles or other factors. Famous Footwear's in-store point-of-sale systems provide detailed sales transaction data to the main office in Madison, Wisconsin, for daily analysis and update of the perpetual inventory and product allocation systems. These systems also are used for...

  • Page 6
    ...in the Montreal, Canada market, that sell better-grade men's and women's branded and private-label footwear. This footwear, primarily imported from Italy, retails at price points ranging from $100 to $250 per pair. These stores average approximately 2,100 square feet. Sales per square foot were $314...

  • Page 7
    ... COMPANY, INC. WHOLESALE OPERATIONS 2003 FORM 10-K Our Wholesale operations design and market branded, licensed and private-label dress, casual and athletic footwear for women, men and children at a variety of price points to over 2,000 retailers, including department stores, mass merchandisers...

  • Page 8
    ... the same name. This line is sold in several department stores and Famous Footwear. In February 2004, we entered into an exclusive three-year license agreement, which is renewable through 2013, to design, source and market men's, women's and children's footwear at wholesale under the Bass brand. We...

  • Page 9
    ... we sell: 2003 FORM 10-K Women's Men's and Athletic Children's AirStep Bass Basswood Bootalinos (1) Bass(1) Basswood Big Country Brown Shoe Airborne Astro Boy(6) Baby Gund (7) Barbie(8) b.u.m. equipment (2) Carlos by Carlos Santana (3) Connie Connie Too b.u.m. equipment (2) Dr. Scholl...

  • Page 10
    ... 90 third-party independent footwear manufacturers and, in certain countries, utilizes an agent to facilitate and manage the development, production and shipment of product. Management attributes its ability to achieve consistent quality, competitive prices and on-time delivery to the breadth...

  • Page 11
    ... center works closely with our line builders in the United States, who blend them with the latest U.S. fashion trends. When a new style is created, our designers work closely with independent footwear manufacturers to translate our designs into new footwear styles. RISK FACTORS Certain statements...

  • Page 12
    ..., financial condition or results of operations. In addition, the retail industry has periodically experienced consolidation and other ownership changes, and in the future, our wholesale customers may consolidate, restructure, reorganize or realign, any of which could decrease the number of stores...

  • Page 13
    ... proceedings, such proceedings are expensive and will require that we devote substantial resources and executive time to defend the Company. AVAILABLE INFORMATION Our Internet address is www.brownshoe.com. Our Internet address is included in this annual report on Form 10-K as an inactive textual...

  • Page 14
    ... of management positions with Stride Rite Corporation, from April 1995 to September 2001, most recently as President and Chief Operating Officer. Joseph W. Wood, President, Famous Footwear since January 2002. Executive Vice President - Merchandise for Finish Line chain of athletic footwear stores...

  • Page 15
    ... shoe stores, including 170 in Canada. All store locations are leased, with approximately one-half having renewal options. Famous Footwear operates a leased 750,000-square-foot distribution center, including a mezzanine level, in Sun Prairie, Wisconsin, and a leased 800,000-square-foot distribution...

  • Page 16
    ...2003. PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS Our common stock is listed on the New York Stock Exchange (the "NYSE") and the Chicago Stock Exchange (the "CSE") under the trading symbol "BWS." As of January 31, 2004, the Company has approximately 4,800...

  • Page 17
    ... of Contents BROWN SHOE COMPANY, INC. ITEM 6 2003 FORM 10-K SELECTED FINANCIAL DATA The selected financial data set forth below should be read in conjunction with the consolidated financial statements and notes thereto and the other information contained elsewhere in this report. 2003 2002 2001...

  • Page 18
    ...the operating results of the Canadian Wholesale operations in 2004. Our Naturalizer and LifeStride brands improved their department store market share positions. The Women's private label and Children's business had a down year due to difficulties at certain of their mass merchandiser customers. 16

  • Page 19
    ... operation. Relocated stores are treated as new stores. Closed stores are excluded from the calculation. The increase in net sales in 2002 over 2001 reflects higher sales of $30.8 million at Famous Footwear, $63.1 million at Wholesale and $3.2 million in the Shoes.com e-commerce business, partially...

  • Page 20

  • Page 21
    ... of special charges in 2001 related to closing Naturalizer stores and inventory reductions at Famous Footwear as described in Note 3 to the consolidated financial statements. Selling and Administrative Expenses Selling and administrative expenses, which include warehousing and distribution costs of...

  • Page 22
    ... the pretax special charges of $49.0 million related to closing underperforming domestic Naturalizer stores, the write-down of inventory at Famous Footwear to improve inventory turns, severance costs related to our new shared-services platform, the write-off of goodwill related to Shoes.com, the...

  • Page 23

  • Page 24
    ... of opening these larger stores and lower store traffic, sales per square foot declined 2.8%, to $172. However, the conversion rate (the percentage of customers making purchases) increased during 2003 compared to 2002, as a result of fresher inventory and an improved product mix. Famous Footwear...

  • Page 25
    ... 456 at the end of 2001, reflects the program to close a large number of underperforming domestic stores. Sales per square foot increased to $318 in 2003 from $301 in 2002 and $290 in 2001. However, using constant exchange rates for the Canadian stores' sales, sales per square foot were flat in 2003...

  • Page 26
    ... orders of spring product prior to the end of fiscal year 2002. Also, reductions in purchases by a few major customers, as they worked to reduce their inventories, negatively impacted 2003 sales. Naturalizer sales declined slightly in 2003, reflecting the difficult retail environment, but the brand...

  • Page 27
    ... from the fourth position at the end of 2001 based on NPD Group, Inc. data. Sales gains also were achieved by LifeStride, Dr.Scholl's-licensed, Children's-licensed and Women's private-label footwear. We also continued to build sales and broaden distribution of our Carlos by Carlos Santana and HOT...

  • Page 28
    ... the factory closing charge. Of the $4.5 million charge, $1.6 million was reflected in cost of goods sold and $2.9 million was reflected in selling and administrative expenses. A tax benefit of $1.8 million was associated with this charge. Closure of Underperforming Naturalizer Retail Stores In...

  • Page 29

  • Page 30
    Table of Contents BROWN SHOE COMPANY, INC. • Severance and benefit costs for employees terminated by the store closings - $0.3 million 2003 FORM 10-K During fiscal 2002, we decided to keep 4 of the originally identified stores open and to close an additional 13 stores. As a result, a total of ...

  • Page 31
    ... inventories at the lower of cost or market, with 95% of consolidated inventories using the last-in, first-out (LIFO) method. We continually apply our judgment in valuing our inventories by assessing the net realizable value of our inventories based on current selling prices. At our Famous Footwear...

  • Page 32

  • Page 33
    ..., and customers are purchasing more current-season merchandise, which has improved the gross profit rates at the division. Income Taxes We provide taxes for the effects of timing differences between financial and tax reporting. These differences relate principally to employee benefit plans, bad...

  • Page 34
    ... on $100 million of long-term borrowings under the revolving credit agreement to a fixed rate of 6.88%. Interest obligations are not included in the table above. See Note 9 to the consolidated financial statements. (3) Purchase obligations include agreements to purchase goods or services in the...

  • Page 35
    ...currency exchange rates and interest rates. To address these risks, we enter into various hedging transactions to the extent described below. All decisions on hedging transactions are authorized and executed pursuant to our policies and procedures, which do not allow the use of financial instruments...

  • Page 36
    ... level of outstanding contracts during the year is dependent on the seasonality of our business and demand for footwear from various locations throughout the world. The changes in market value of foreign exchange contracts have a high correlation to the price changes in the currency of the related...

  • Page 37
    ... earnings, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management...

  • Page 38
    ...BROWN SHOE COMPANY, INC. Consolidated Balance Sheets 2003 FORM 10-K January 31, ($ thousands, except number of shares and per share amounts) 2004 February 1, 2003 Assets Current Assets Cash and cash equivalents Receivables, net of allowances of $5,899 in 2003 and $6,674 in 2002 Inventories, net...

  • Page 39
    Table of Contents BROWN SHOE COMPANY, INC. Consolidated Earnings 2003 FORM 10-K ($ thousands, except per share amounts) Net sales Cost of goods sold 2003 $ 1,832,108 1,073,442 758,666 681,585 3,107 2002 $ 1,841,443 1,100,654 740,789 667,456 - 73,333 12,236 (402) - 61,499 (16,327) $ $ $ 45,172 ...

  • Page 40
    ...) 2,587 (23,732) (28,981) Financing Activities Decrease in short-term notes payable Debt issuance costs Principal payments of long-term debt Additions to long-term debt Payments for purchase of treasury stock Proceeds from stock options exercised Dividends paid (9,500) - (23,500) - - 4,926 (7,163...

  • Page 41
    ...722) Comprehensive loss Adjustment for change in year-end Dividends ($0.40 per share) Treasury stock acquired Stock issued under employee benefit and restricted stock plans Share-based compensation BALANCE FEBRUARY 2, 2002 Net earnings Currency translation adjustment Unrealized losses on derivative...

  • Page 42
    ... dress footwear products to women, children and men. Footwear is sold at a variety of price points through multiple distribution channels both domestically and internationally. The Company currently operates 1,271 retail shoe stores in the United States and Canada primarily under the Famous Footwear...

  • Page 43
    ... value. Advertising and Marketing Expense All advertising and marketing costs are expensed at the time the event occurs or the promotion first appears in media or in the store, except for direct response advertising that relates primarily to the production and distribution of the Company's catalogs...

  • Page 44
    ...-op advertising costs reflected as a reduction of net sales were $4.6 million in fiscal 2003 and $0 for each of fiscal 2002 and 2001. Income Taxes Provision is made for the tax effects of timing differences between financial and tax reporting. These differences relate principally to employee benefit...

  • Page 45
    ... quarter of fiscal year 2003, the Company announced the closing of its last Canadian footwear manufacturing factory located in Perth, Ontario, and recorded a pretax charge of $4.5 million, the components of which are as follows: • Severance and benefit costs for approximately 300 factory employees...

  • Page 46
    ... the factory closing charge. Of the $4.5 million charge, $1.6 million was reflected in cost of goods sold and $2.9 million was reflected in selling and administrative expenses. A tax benefit of $1.8 million was associated with this charge. Provision for Environmental Litigation Costs The Company...

  • Page 47
    ... to new management at the Famous Footwear division. This charge is primarily related to the retirement of the former President of this division. • $3.5 million of severance costs related to the elimination of 117 positions in the Company's information systems, finance and human resources functions...

  • Page 48
    ..., salaried, management and certain hourly employees' pension benefits are based on the employee's highest consecutive five years of compensation during the ten years before retirement; hourly employees' and union members' benefits are based on stated amounts for each year of service. The Company...

  • Page 49
    ...Notes to Consolidated Financial Statements (continued) BROWN SHOE COMPANY, INC. 2003 FORM 10-K Assumed health care cost trend rates have a minor effect on the benefit obligations reported for health care plans. A 1-percentage-point change in the assumed health care cost trend rates would have the...

  • Page 50
    Assets of the Canadian pension plans, which total approximately $6.2 million at January 31, 2004, were invested 58% in equity funds, 38% in bond funds and 4% in money market funds. The Canadian pension plans did not include any Company stock as of January 31, 2004 or February 1, 2003. 41

  • Page 51
    ... 2003 2002 Prepaid benefit cost Accrued benefit cost $ 53,876 (5,977) $ 47,899 $ 51,091 (4,426) $46,665 $ - (4,938) $ - (5,177) Net amount recognized at end of year $ (4,938) $(5,177) The projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets...

  • Page 52
    ... Prior service cost Net transition asset Settlement cost 7,999 (14,810) 380 313 (166) - $ (1,015) $ 7,694 (13,575) 172 235 (147) - 7,856 (13,406) 300 45 272 - (194) (105) - $ (27) 299 - (319) (209) 327 - (313) (209) (146) 1,300 - $ (229) - $ (194) Total net periodic benefit cost (income...

  • Page 53
    ... Financial Statements (continued) BROWN SHOE COMPANY, INC. 2003 FORM 10-K Pension Benefits Weighted Average Assumptions Used to Determine Net Cost 2003 2002 Other Postretirement Benefits 2001 2003 2002 2001 Discount rate Rate of compensation increase Expected return on plan assets Health...

  • Page 54
    $30.2 million and $29.7 million in 2003, 2002 and 2001, respectively. 43

  • Page 55
    Table of Contents Notes to Consolidated Financial Statements (continued) BROWN SHOE COMPANY, INC. The components of income tax provision (benefit) on earnings were as follows: 2003 FORM 10-K ($ thousands) 2003 2002 2001 FEDERAL Current Deferred $ 11,750 6,673 18,423 837 (1,499) $ 6,705 ...

  • Page 56
    ... 31, 2004, as management believes it is more likely than not the deferred tax asset will be fully realized. As of January 31, 2004, no deferred taxes have been provided on the accumulated unremitted earnings of the Company's foreign subsidiaries that are not subject to United States income tax...

  • Page 57
    ... merchandisers, independent retailers and Company-owned Naturalizer Retail and Famous Footwear stores. Naturalizer Retail specialty store operations include 208 stores in the United States and 170 stores in Canada at year-end, selling primarily Naturalizer brand footwear in regional malls and outlet...

  • Page 58
    ... Earnings (loss) before income taxes $ $ $ In fiscal 2003, the impact of special charges on operating earnings was as follows: • Wholesale Operations - $4.3 million charge related to costs to close a Canadian manufacturing facility • Naturalizer Retail - $0.2 million charge related to costs...

  • Page 59
    • Other - $1.1 million of excess severance reserve 46

  • Page 60
    ... to Consolidated Financial Statements (continued) BROWN SHOE COMPANY, INC. In fiscal 2001, the impact of special charges on operating earnings was as follows: • Famous Footwear - $16.5 million primarily related to inventory markdowns • Wholesale Operations - $0.5 million related to severance...

  • Page 61
    47

  • Page 62
    Table of Contents Notes to Consolidated Financial Statements (continued) BROWN SHOE COMPANY, INC. 2003 FORM 10-K $3.5 million for Famous Footwear, $10.2 million for Wholesale operations, $5.3 million for Naturalizer Retail and $1.4 million for the Other segment. 8. PROPERTY AND EQUIPMENT ...

  • Page 63
    ... bank credit agreement. Total additional borrowing Availability was approximately $134 million at the end of 2003. Of these borrowings, $100 million has been classified as long-term on the balance sheet, as the Company does not expect these to be repaid in fiscal 2004. The Company has interest rate...

  • Page 64
    ... one-half of the retail store leases are subject to renewal options for varying periods. The office and distribution centers have renewal options of 15 to 20 years. In addition to minimum rental payments, certain of the retail store leases require contingent payments based on sales levels. Rent...

  • Page 65
    49

  • Page 66
    ...are reclassified to net sales, cost of goods sold or selling and administrative expenses, consistent with the recognition in net earnings and classification of the underlying hedged transaction. The Company's outstanding derivative financial instruments related to foreign exchange risk consisted of...

  • Page 67

  • Page 68
    ... of these financial institutions are considered in the Company's investment strategy. The Company's footwear wholesaling businesses sell primarily to department stores, mass merchandisers and independent retailers across the United States and Canada. Receivables arising from these sales are not...

  • Page 69
    ...in prior years. In order for the Company to incur any liability related to these guarantees and lease commitments, the current owners would have to default. At this time, the Company does not believe this is reasonably likely to occur. 15. COMMON STOCK The Company's common stock has a par value of...

  • Page 70
    ... accounting is used to determine compensation expense related to stock appreciation units. Such expense is recorded over the period the units vest and is remeasured at the end of each reporting period based on the current market price of the Company's stock on that date and the expected number of...

  • Page 71
    ... Notes to Consolidated Financial Statements (continued) BROWN SHOE COMPANY, INC. 2003 FORM 10-K The following summary sets forth the Company's stock option and stock appreciation rights activity for the three years ended January 31, 2004: Number of Option Shares Number of Appreciation Units...

  • Page 72
    ... expense related to these shares was $0.8 million, $0.7 million and $1.0 million in 2003, 2002 and 2001, respectively. Stock Performance Plan Under the Company's stock performance plan, common stock may be awarded at the end of the performance period at no cost to certain officers and key employees...

  • Page 73
    ... 2003 include special charges of $2.0 million for costs of the Redfield litigation and $2.7 million for closing the Company's last remaining footwear manufacturing facility. Note 2: Net earnings for the fourth quarter of fiscal 2002 include $1.2 million of recoveries related to charges recorded...

  • Page 74
    ... BROWN SHOE COMPANY, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 2003 FORM 10-K ($ thousands) Col. A. Balance at Beginning of Period Col. B Charged to Costs and Expenses Col. C Col. D Col. E Balance at End of Period Charged to Other AccountsDescribe Deductions Describe YEAR ENDED...

  • Page 75
    ... and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company's disclosure controls...

  • Page 76
    ... AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Information regarding Company Stock Ownership by Directors and Officers is set forth under the caption "Stock Ownership by Directors and Executive Officers" in the Proxy Statement for the Annual Meeting of Shareholders to be held May 27, 2004, which...

  • Page 77
    ... BROWN SHOE COMPANY, INC. PART IV 2003 FORM 10-K ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (1) and (2) The list of financial statements and Financial Statement Schedules required by this item is included in Item 8. (3) Exhibits (a) (a) Exhibit No.: Description...

  • Page 78
    by reference to the Company's Form 10-K for the year ended February 1, 2003. 59

  • Page 79
    ... its executive management team would be speaking with financial analysts during the "FFANY" footwear show in New York City on December 8-10, 2003. The Company filed a current report on Form 8-K dated December 9, 2003, furnishing information under Item 9, which announced its plans to close its Perth...

  • Page 80
    ... Item 15(a)(3) above. On request, copies of any exhibit will be furnished to shareholders upon payment of the Company's reasonable expenses incurred in furnishing such exhibits. (d) Financial Statement Schedules: See Item 8 above. * Denotes management contract or compensatory plan arrangements. 60

  • Page 81
    ...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. By: /s/ ANDREW M. ROSEN Andrew M. Rosen, Senior Vice President, Chief Financial Officer and Treasurer Date: April 13, 2004 Know all men...

  • Page 82
    /s/ JERRY E. RITTER Jerry E. Ritter Director /s/ HAL J. UPBIN Hal J. Upbin 61 Director

  • Page 83
    Exhibit 3(b) BROWN SHOE COMPANY, INC. A New York Corporation BYLAWS Effective: February 5, 2004

  • Page 84
    ...timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company, not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date...

  • Page 85
    ...time, place and purpose or purposes of every meeting of stockholders, signed by the Chairman of the Board or the Chief Executive Officer, the President or a Vice-President or the Secretary or an Assistant Secretary, shall be served either personally, by mail or electronically, not less than ten days...

  • Page 86
    ... be authorized under the laws of the State of New York. No proxy shall be valid after the expiration of eleven months from the date of its execution or transmission unless the stockholder executing or transmitting it shall have specified therein a longer time during which it is to continue to force...

  • Page 87
    ... for the term of three years so that the term of office of one class of directors shall expire in each year. Section 2. Meetings of the Board . Meetings of the Board of Directors shall be held at such place within or without the State of New York as may from time to time be fixed by resolution of...

  • Page 88
    ...timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date...

  • Page 89
    ... of the members of the Executive Committee shall be non-employee Directors. The Executive Committee shall have and may exercise, so far as may be permitted by law, all of the powers of the Board in the direction of the management of the business and affairs of the Company during the intervals...

  • Page 90
    ...the Company, subject to the control of the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as from time to time may be prescribed by the Board of Directors. The Board of Directors may require any such officer, agent or employee to give security...

  • Page 91
    ... at the request of the Company serving as a director or officer (or in a similar capacity), employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise may be entitled, whether pursuant to the Company's Certificate of Incorporation, Bylaws...

  • Page 92
    ... request of the Company, and it shall not be necessary to show any actual or prior request for such service. 2. A corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or...

  • Page 93
    ... for shares of stock of the Company in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and the Treasurer or an Assistant Treasurer or the...

  • Page 94
    ...-first, and each ensuing fiscal year shall commence on the day following the ending date of the immediately preceding fiscal year as so determined. ARTICLE IX Corporate Seal The corporate seal shall have inscribed thereon the name of the Company and the words "New York", arranged in a circular form...

  • Page 95
    ...International Company Limited Maryland Square, Inc. Maserati Footwear, Inc. PIC International Corporation Pagoda International Corporation do Brazil, LTDA Pagoda International Footwear Limited Pagoda Leather Limited Pagoda Trading North America, Inc. Shoes.com (91% owned) Sidney Rich Associates, Inc...

  • Page 96
    ... following names: All About Shoes Factory Brand Shoes Famous Footwear Naturalizer Naturalizer Etc. Naturalizer Outlet Naturalizer Shoes Naturalizer West Supermarket of Shoes Warehouse Shoes Brown Shoe Company of Canada, Ltd. does business under the following names: Brown Shoe Factory Outlet Exalt...

  • Page 97
    ... and financial statement schedule of Brown Shoe Company, Inc. included in the Annual Report (Form 10K) for the year ended January 31, 2004: Form Number Registration Statement Number Description Form S-8 Form S-8 Form S-8 Form S-8 Form S-8 2-58347 33-58751 33-83717 33-65900 333-89014 Stock...

  • Page 98
    ... financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Ronald A. Fromm Ronald A. Fromm Chairman and Chief Executive Officer Date: April 13, 2004

  • Page 99
    ... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Andrew M. Rosen Andrew M. Rosen Senior Vice President, Chief Financial Officer and Treasurer Date...

  • Page 100
    ... Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-K for the year ended January 31, 200K as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Ronald A. Fromm, Chairman and Chief Executive Officer of the Registrant, and Andrew M. Rosen, Senior...