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<center>As Filed with the Securities and Exchange Commission on May 24,
2002</center>

<div align=right>Registration No. 333-
<p>
<hr NOSHADE WIDTH="100%"></div>

<center><b><font size=+1>SECURITIES AND EXCHANGE COMMISSION</font></b>
<br><b>Washington, D.C. 20549</b>
<p><b>FORM S-8</b>
<br><b>REGISTRATION STATEMENT</b>
<br><b>Under</b>
<br><b>THE SECURITIES ACT OF 1933</b>
<br>&nbsp;
<p><b><font size=+2>BROWN SHOE COMPANY, INC.</font></b>
<br><font size=-1>(Exact name of registrant as specified in its charter)</font></center>

<p><br>
<center><table BORDER=0 CELLSPACING=0 WIDTH="624" >
<tr>
<td VALIGN=CENTER>
<center><b>&nbsp;NEW YORK&nbsp;</b></center>
</td>

<td VALIGN=CENTER>&nbsp;</td>

<td VALIGN=CENTER>&nbsp;</td>

<td VALIGN=CENTER>
<center><font size=-1>&nbsp;</font><b>43-0197190</b></center>
</td>
</tr>

<tr>
<td VALIGN=CENTER>
<center><font size=-1>(State or other jurisdiction of&nbsp;</font>
<br><font size=-1>incorporation or organization)&nbsp;</font></center>
</td>

<td VALIGN=CENTER>&nbsp;</td>

<td VALIGN=CENTER>&nbsp;</td>

<td VALIGN=CENTER>
<center><font size=-1>&nbsp;(I.R.S. Employer&nbsp;</font>
<br><font size=-1>Identification No.)</font></center>
</td>
</tr>
</table></center>

<center>
<p><b>8300 Maryland Avenue</b>
<br><b>St. Louis, Missouri 63105</b>
<br><font size=-1>(Address, including zip code, of registrant's principal
executive offices)</font>
<br>&nbsp;
<p><b><font size=+1>Brown Shoe Company, Inc.</font></b>
<br><b><font size=+1>Incentive and Stock Compensation Plan of 2002</font></b>
<br><font size=-1>(Full title of the plan)</font>
<p><b>Michael I. Oberlander, Esq.</b>
<br><b>Vice President, General Counsel and Corporate Secretary</b>
<br><b>Brown Shoe Company, Inc.</b>
<br><b>8300 Maryland Avenue</b>
<br><b>St. Louis, Missouri 63105</b>
<br><b>(314) 854-4000</b>
<br><font size=-1>(Name, address, including zip code, and telephone number,</font>
<br><font size=-1>including area code, of agent for service)</font>
<br>&nbsp;
<br>&nbsp;
<p><b>CALCULATION OF REGISTRATION FEE</b></center>

<center><table BORDER CELLPADDING=8 WIDTH="100%" >
<tr VALIGN=BOTTOM>
<td VALIGN=TOP WIDTH="27%">
<center><font size=-1>Title of securities to be</font>
<br><font size=-1>registered <sup>(1)</sup></font></center>
</td>

<td VALIGN=TOP WIDTH="17%">
<center><font size=-1>Amount</font>
<br><font size=-1>to be</font>
<br><font size=-1>registered</font></center>
</td>

<td VALIGN=TOP WIDTH="19%">
<center><font size=-1>Proposed maximum offering price</font>
<br><font size=-1>per unit<sup>(2)</sup></font></center>
</td>

<td VALIGN=TOP WIDTH="20%">
<center><font size=-1>Proposed maximum aggregate</font>
<br><font size=-1>offering price<sup>(2)</sup></font></center>
</td>

<td VALIGN=TOP WIDTH="16%">
<center><font size=-1>Amount of</font>
<br><font size=-1>registration</font>
<br><font size=-1>fee</font></center>
</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="27%">
<center><font size=-1>Common Stock, par value $3.75 per share, including
Common Stock Purchase Rights</font></center>
</td>

<td VALIGN=TOP WIDTH="17%">
<center><font size=-1>1,500,000 shares</font></center>
</td>

<td VALIGN=TOP WIDTH="19%">
<center><font size=-1>$20.33</font></center>
</td>

<td VALIGN=TOP WIDTH="20%">
<center><font size=-1>$30,495,000</font></center>
</td>

<td VALIGN=TOP WIDTH="16%">
<center><font size=-1>$2,806</font></center>
</td>
</tr>
</table></center>

<blockquote ALIGN="CENTER"><font size=-1>(1)&nbsp;&nbsp;&nbsp; Each share
of Common Stock also represents one Common Stock Purchase Right. Value
attributable to such Common Stock Purchase Right, if any, is reflected
in the market price of the Common Stock. Prior to the occurrence of certain
events as set forth in the Shareholder Rights Plan (See the Company's Current
Report on Form 8-K dated March 8, 1996, the Company's Current Report on
Form 8-K dated August 8, 1997, and Exhibit 4(a)(ii) of the Company's Form
10-Q for the quarter ended November 3, 2001), the Common Stock Purchase
Rights will not be evidenced separately from the Common Stock.</font></blockquote>

<blockquote><font size=-1>(2)&nbsp;&nbsp;&nbsp; Estimated solely for the
purpose of calculating the registration fee, and based upon the average
of the high and low prices of the Common Stock as reported on the New York
Stock Exchange on May 20, 2002 in accordance with Rules 457(c) and 457(h)
of the Securities Act of 1933, as amended.</font></blockquote>

<blockquote><font size=-1>(3)&nbsp;&nbsp;&nbsp; This Registration Statement
also relates to such indeterminate number of additional shares as may be
issuable pursuant to antidilution provisions.</font></blockquote>

<hr NOSHADE WIDTH="100%">
<center>
<p><b>PART I</b>
<p><b>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</b></center>

<p><b>Item 1. Plan Information.</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Information
required by Part I of Form S-8 to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the "Securities Act"), and
the Note to Part I of Form S-8.
<p><b>Item 2. Registrant Information and Employee Plan Annual Information.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Information
required by Part I of Form S-8 to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428
under the Securities Act and the Note to Part I of Form S-8.
<center>
<p><b>Part II</b>
<p><b>Information Required in the Registration Statement</b></center>

<p><b>Item 3. Incorporation of Documents by Reference.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Brown
Shoe Company, Inc. (the "Company" or "Registrant") hereby incorporates
by reference into this registration statement the following documents;
<ul>
<li>
The Company's Annual Report on Form 10-K for the fiscal year ended February
2, 2002;</li>

<li>
The description of the Company's Common Stock, which is contained in the
Company's Registration Statement on Form 10, as amended under cover of
Form 8 filed on February 18, 1981; and</li>

<li>
The description of the Common Stock Purchase Rights which is contained
in the Company's Current Report on Form 8-K dated March 8, 1996, the Company's
Current Report on Form 8-K dated August 8, 1997, and Exhibit 4(a)(ii) of
the Company's Form 10-Q for the quarter ended November 3, 2001.</li>
</ul>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All
documents filed by the Registrant with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, subsequent to the date hereof and prior to the
termination of the offering shall hereby be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein, in an
amendment hereto, or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document incorporated or deemed
to be incorporated herein by reference, which statement is also incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
<p><b>Item 4. Description of Securities.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Not
applicable.
<p><b>Item 5. Interests of Named Experts and Counsel.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>The
legality of the Common Stock offered under the Plan has been passed upon
for the Company by Michael I. Oberlander, Esq., 8300 Maryland Avenue, St.
Louis, Missouri 63105, Senior Vice President, General Counsel and Corporate
Secretary of the Company. As of May 24, 2002, Mr. Oberlander was the beneficial
owner of 7,500 shares of Common Stock.
<p><b>Item 6. Indemnification of Directors and Officers.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>The
bylaws of the Company provide that the Company shall indemnify any director
and officer, and may indemnify any employee or agent, of the Company, or
of any other entity if requested by the Company to serve as such, against
any claim, liability or expense incurred as a result of such service, to
the maximum extent permitted by law. To the extent that such employee or
agent has been successful in the defense of a civil or criminal proceeding
arising out of such service, such employee or agent shall be entitled to
such indemnification. The bylaws also provide that such indemnification
is not exclusive of any other indemnification to which such director, officer,
employee or agent might be entitled, and authorize the Company to enter
into agreements with any such director, officer, employee or agent, providing
such rights of indemnification as the Board of Directors deems appropriate,
provided that any such agreement shall not provide for indemnification
of such a director or officer if a judgment or
<center>
<p>1</center>

<p>
<hr NOSHADE WIDTH="100%">
<p>other final adjudication adverse to such director or officer establishes
that his or her acts were committed in bad faith or were the result of
active or deliberate dishonesty and were material to the cause of action
adjudicated, or that he or she personally gained a financial profit or
other advantage to which such director or officer was not legally entitled.
Finally, the Company may purchase and maintain insurance to indemnify any
such director, officer, employee or agent, to the maximum extent allowed
by law, whether or not the Company would otherwise have the power to indemnify
such person.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
foregoing statement is qualified in its entirety by reference to the Company's
bylaws, as amended.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; New
York law authorizes a corporation to indemnify any person made, or threatened
to be made, a party to any action or proceeding, civil or criminal, other
than a shareholders' derivative action, by reason of being a director or
officer of the corporation or serving any other entity in any capacity
(at the request of the corporation), against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees,
in connection therewith, if such director or officer acted in good faith,
for a purpose he or she reasonably believed to be in, or, in the case of
service to any other entity, not opposed to, the best interests of the
corporation and, in criminal proceedings, had no reasonable cause to believe
his or her conduct was unlawful. A corporation may indemnify any person
made, or threatened to be made, a party to a shareholders' derivative action,
in the circumstances and to the extent described in the preceding sentence,
except that in such case no indemnification shall be made for a threatened
action, or a pending action which is settled or otherwise disposed of,
or any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation, unless and only to the extent the court
finds that such person is fairly and reasonably entitled to such indemnification.
Any person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal proceeding as described above in this paragraph,
shall be entitled to indemnification under New York law.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; New
York law provides that its statutory provisions relating to indemnification
shall not be exclusive of any other indemnification to which a director
or officer may be entitled by reason of the certificate of incorporation,
bylaws, or, if authorized by the certificate or bylaws, by reason of a
resolution of the stockholders or the directors as of an agreement with
the corporation, provided that no indemnification may be made to or on
behalf of an officer or director if a final adjudication adverse to the
director or officer establishes that his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action adjudicated, or that such officer or director
personally gained a financial profit or other advantage to which he or
she was not legally entitled.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
foregoing statement is qualified in its entirety by reference to Sections
715, 717 and 721 through 725 of the New York Business Corporation Law.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
directors and officers of the Company are insured under a policy of directors'
and officers' liability insurance.
<p><b>Item 7. Exemption from Registration Claimed.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Not
applicable.
<p><b>Item 8. Exhibits.</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Reference
is made to the Exhibit Index filed herewith.
<p><b>Item 9. Undertakings.</b>
<br><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>(a)
The undersigned registrant hereby undertakes:
<dir>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
<dir>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
<br>&nbsp;</dir>
</dir>

<center>2</center>

<p>
<hr NOSHADE WIDTH="100%">
<dir>
<dir>change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;</dir>
</dir>
<i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; provided</i>,
<i>however</i>,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
<dir>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.</dir>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p>3</center>

<p>
<hr NOSHADE WIDTH="100%">
<center>
<p><b>Signatures</b></center>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the County of St. Louis, State of Missouri, on May 24, 2002.
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

</b>BROWN SHOE COMPANY, INC.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:&nbsp; <u>/s/ Michael I. Oberlander</u>
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Michael I. Oberlander
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Vice President, General Counsel and
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Corporate Secretary
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p><b>Power of Attorney</b></center>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Each
person whose signature appears below hereby constitutes and appoints Ronald
A. Fromm, Andrew M. Rosen and Michael I. Oberlander and each of them (with
full power to each of them to act alone), his or her true and lawful attorneys
in fact and agents for him or her and on his or her behalf and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits and any and all other documents filed
with respect thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said attorneys,
and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he or she might or could do if personally present, hereby ratifying
and confirming all that said attorneys in fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by or on behalf of the following persons in the capacities
indicated on May 24, 2002.
<dir>
<dir><b><u>Signature</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<u>Title</u></b></dir>
</dir>

<table BORDER=0 CELLSPACING=0 CELLPADDING=12 WIDTH="100%" >
<tr>
<td VALIGN=TOP WIDTH="56%">
<hr NOSHADE WIDTH="100%">
<center>Ronald A. Fromm</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Chairman of the Board, President and Chief Executive
Officer&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ Andrew M. Rosen&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>Andrew M. Rosen</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Senior Vice President, Chief Financial Officer
and Treasurer (Principal Executive Officer and Principal Financial Officer)&nbsp;</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ Richard C. Schumacher&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>Richard C. Schumacher</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Vice President and Chief Accounting Officer
(Principal Accounting Officer)</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ Joseph L. Bower&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>Joseph L. Bower</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ Julie C. Esrey&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>Julie C. Esrey</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<hr NOSHADE WIDTH="100%">
<center>Richard A. Liddy</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ John Peters MacCarthy&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>John Peters MacCarthy</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">&nbsp;</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">&nbsp;</td>
</tr>
</table>

<center>
<p>S-1</center>

<p>
<hr NOSHADE WIDTH="100%">
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=12 WIDTH="100%" >
<tr>
<td VALIGN=TOP WIDTH="56%">/s/ Patricia G. McGinnis&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>Patricia G. McGinnis</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ W. Patrick McGinnis&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>W. Patrick McGinnis</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="56%">
<br>&nbsp;&nbsp; /s/ Jerry E. Ritter&nbsp;
<br>
<hr NOSHADE WIDTH="100%">
<center>Jerry E. Ritter</center>
</td>

<td VALIGN=CENTER WIDTH="4%">&nbsp;</td>

<td VALIGN=TOP WIDTH="40%">Director</td>
</tr>
</table></center>

<center>
<p>S-2</center>

<p>
<hr NOSHADE WIDTH="100%">
<center>
<p><b>Exhibit Index</b></center>

<p>Exhibit
<br><u>Number</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description</u>
<p>5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Opinion of Counsel.
<p>23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Consent of Independent Auditors.
<p>23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Consent of Counsel (included in Exhibit 5.1).
<p>24.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Power of Attorney (included on Signature Page).
<br>&nbsp;
<p>
<hr NOSHADE WIDTH="100%">
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "s8_0502.htm", "description": "FORM S-8", "secsgml_size_bytes": 27984}]
{"company-data": {"conformed-name": "BROWN SHOE CO INC/", "cik": "0000014707", "assigned-sic": "3140", "irs-number": "430197190", "state-of-incorporation": "NY", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89014", "film-number": "02661943"}, "business-address": {"street1": "8300 MARYLAND AVE", "street2": "P O BOX 29", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148544000"}, "mail-address": {"street1": "P O BOX 29", "city": "ST LOUIS", "state": "MO", "zip": "63166"}, "former-company": [{"former-conformed-name": "BROWN GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "BROWN SHOE CO INC", "date-changed": "19720327"}]}
As Filed with the Securities and Exchange Commission on May 24,
2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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)
(I.R.S. Employer
Identification No.)
8300 Maryland Avenue
St. Louis, Missouri 63105
(Address, including zip code, of registrant's principal
executive offices)
Brown Shoe Company, Inc.
Incentive and Stock Compensation Plan of 2002
(Full title of the plan)
Michael I. Oberlander, Esq.
Vice President, General Counsel and Corporate Secretary
Brown Shoe Company, Inc.
8300 Maryland Avenue
St. Louis, Missouri 63105
(314) 854-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be
registered
(1)
Amount
to be
registered
Proposed maximum offering price
per unit
(2)
Proposed maximum aggregate
offering price
(2)
Amount of
registration
fee
Common Stock, par value $3.75 per share, including
Common Stock Purchase Rights
1,500,000 shares
$20.33
$30,495,000
$2,806
(1)    Each share
of Common Stock also represents one Common Stock Purchase Right. Value
attributable to such Common Stock Purchase Right, if any, is reflected
in the market price of the Common Stock. Prior to the occurrence of certain
events as set forth in the Shareholder Rights Plan (See the Company's Current
Report on Form 8-K dated March 8, 1996, the Company's Current Report on
Form 8-K dated August 8, 1997, and Exhibit 4(a)(ii) of the Company's Form
10-Q for the quarter ended November 3, 2001), the Common Stock Purchase
Rights will not be evidenced separately from the Common Stock.
(2)    Estimated solely for the
purpose of calculating the registration fee, and based upon the average
of the high and low prices of the Common Stock as reported on the New York
Stock Exchange on May 20, 2002 in accordance with Rules 457(c) and 457(h)
of the Securities Act of 1933, as amended.
(3)    This Registration Statement
also relates to such indeterminate number of additional shares as may be
issuable pursuant to antidilution provisions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information
required by Part I of Form S-8 to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the "Securities Act"), and
the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information
required by Part I of Form S-8 to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428
under the Securities Act and the Note to Part I of Form S-8.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Brown
Shoe Company, Inc. (the "Company" or "Registrant") hereby incorporates
by reference into this registration statement the following documents;
The Company's Annual Report on Form 10-K for the fiscal year ended February
2, 2002;
The description of the Company's Common Stock, which is contained in the
Company's Registration Statement on Form 10, as amended under cover of
Form 8 filed on February 18, 1981; and
The description of the Common Stock Purchase Rights which is contained
in the Company's Current Report on Form 8-K dated March 8, 1996, the Company's
Current Report on Form 8-K dated August 8, 1997, and Exhibit 4(a)(ii) of
the Company's Form 10-Q for the quarter ended November 3, 2001.
All
documents filed by the Registrant with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, subsequent to the date hereof and prior to the
termination of the offering shall hereby be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein, in an
amendment hereto, or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document incorporated or deemed
to be incorporated herein by reference, which statement is also incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not
applicable.
Item 5. Interests of Named Experts and Counsel.
The
legality of the Common Stock offered under the Plan has been passed upon
for the Company by Michael I. Oberlander, Esq., 8300 Maryland Avenue, St.
Louis, Missouri 63105, Senior Vice President, General Counsel and Corporate
Secretary of the Company. As of May 24, 2002, Mr. Oberlander was the beneficial
owner of 7,500 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The
bylaws of the Company provide that the Company shall indemnify any director
and officer, and may indemnify any employee or agent, of the Company, or
of any other entity if requested by the Company to serve as such, against
any claim, liability or expense incurred as a result of such service, to
the maximum extent permitted by law. To the extent that such employee or
agent has been successful in the defense of a civil or criminal proceeding
arising out of such service, such employee or agent shall be entitled to
such indemnification. The bylaws also provide that such indemnification
is not exclusive of any other indemnification to which such director, officer,
employee or agent might be entitled, and authorize the Company to enter
into agreements with any such director, officer, employee or agent, providing
such rights of indemnification as the Board of Directors deems appropriate,
provided that any such agreement shall not provide for indemnification
of such a director or officer if a judgment or
1
other final adjudication adverse to such director or officer establishes
that his or her acts were committed in bad faith or were the result of
active or deliberate dishonesty and were material to the cause of action
adjudicated, or that he or she personally gained a financial profit or
other advantage to which such director or officer was not legally entitled.
Finally, the Company may purchase and maintain insurance to indemnify any
such director, officer, employee or agent, to the maximum extent allowed
by law, whether or not the Company would otherwise have the power to indemnify
such person.
The
foregoing statement is qualified in its entirety by reference to the Company's
bylaws, as amended.
New
York law authorizes a corporation to indemnify any person made, or threatened
to be made, a party to any action or proceeding, civil or criminal, other
than a shareholders' derivative action, by reason of being a director or
officer of the corporation or serving any other entity in any capacity
(at the request of the corporation), against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees,
in connection therewith, if such director or officer acted in good faith,
for a purpose he or she reasonably believed to be in, or, in the case of
service to any other entity, not opposed to, the best interests of the
corporation and, in criminal proceedings, had no reasonable cause to believe
his or her conduct was unlawful. A corporation may indemnify any person
made, or threatened to be made, a party to a shareholders' derivative action,
in the circumstances and to the extent described in the preceding sentence,
except that in such case no indemnification shall be made for a threatened
action, or a pending action which is settled or otherwise disposed of,
or any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation, unless and only to the extent the court
finds that such person is fairly and reasonably entitled to such indemnification.
Any person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal proceeding as described above in this paragraph,
shall be entitled to indemnification under New York law.
New
York law provides that its statutory provisions relating to indemnification
shall not be exclusive of any other indemnification to which a director
or officer may be entitled by reason of the certificate of incorporation,
bylaws, or, if authorized by the certificate or bylaws, by reason of a
resolution of the stockholders or the directors as of an agreement with
the corporation, provided that no indemnification may be made to or on
behalf of an officer or director if a final adjudication adverse to the
director or officer establishes that his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action adjudicated, or that such officer or director
personally gained a financial profit or other advantage to which he or
she was not legally entitled.
The
foregoing statement is qualified in its entirety by reference to Sections
715, 717 and 721 through 725 of the New York Business Corporation Law.
The
directors and officers of the Company are insured under a policy of directors'
and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not
applicable.
Item 8. Exhibits.
Reference
is made to the Exhibit Index filed herewith.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
2
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided
,
however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
3
Signatures
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the County of St. Louis, State of Missouri, on May 24, 2002.
BROWN SHOE COMPANY, INC.
By:
/s/ Michael I. Oberlander
Michael I. Oberlander
Vice President, General Counsel and
Corporate Secretary
Power of Attorney
Each
person whose signature appears below hereby constitutes and appoints Ronald
A. Fromm, Andrew M. Rosen and Michael I. Oberlander and each of them (with
full power to each of them to act alone), his or her true and lawful attorneys
in fact and agents for him or her and on his or her behalf and in his or
her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits and any and all other documents filed
with respect thereto, with the Securities and Exchange Commission (or any
other governmental or regulatory authority), granting unto said attorneys,
and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he or she might or could do if personally present, hereby ratifying
and confirming all that said attorneys in fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by or on behalf of the following persons in the capacities
indicated on May 24, 2002.
Signature
Title
Ronald A. Fromm
Chairman of the Board, President and Chief Executive
Officer
/s/ Andrew M. Rosen
Andrew M. Rosen
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Executive Officer and Principal Financial Officer)
/s/ Richard C. Schumacher
Richard C. Schumacher
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Joseph L. Bower
Joseph L. Bower
Director
/s/ Julie C. Esrey
Julie C. Esrey
Director
Richard A. Liddy
Director
/s/ John Peters MacCarthy
John Peters MacCarthy
Director
S-1
/s/ Patricia G. McGinnis
Patricia G. McGinnis
Director
/s/ W. Patrick McGinnis
W. Patrick McGinnis
Director
/s/ Jerry E. Ritter
Jerry E. Ritter
Director
S-2
Exhibit Index
Exhibit
Number
Description
5.1                  
Opinion of Counsel.
23.1                
Consent of Independent Auditors.
23.2                
Consent of Counsel (included in Exhibit 5.1).
24.1                
Power of Attorney (included on Signature Page).