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H.H. BROWN SHOE COMPANY, INC. SIGNS AGREEMENT TO BUY MORSE SHOE, INC.'S LOWELL SHOE MANUFACTURING DIVISION

 CANTON, Mass., Dec. 2 ~PRNewswire~ -- Morse Shoe, Inc. and H.H. Brown Shoe Company, Inc. jointly announced today that a definitive agreement has been signed for the sale of Morse Shoe's Lowell Shoe manufacturing division to H.H. Brown for a cash purchase price of $46,279,000, subject to possible adjustment upon determinations of certain balance sheet items and the accuracy of certain representations and warranties. The transaction is contemplated to be consummated no later than year end.
 Morse Shoe, Inc. further announced that, if the previously announced transaction for the sale of Morse Shoe to J. Baker, Inc. by merger is consummated, the number of additional shares of J. Baker common stock to which Morse Shoe's stockholders will be entitled as a result of a consummation of the sale of the Lowell Shoe manufacturing division to H.H. Brown, would be approximately 479,000 shares prior to adjustment, if any (assuming that the weighted trading average for J. Baker common stock for the 30 trading days immediately preceding the closing for such merger is $17.25 or greater). The actual number of additional J. Baker shares to be issued will be determined based upon the weighted average price at which J. Baker shares trade for the 30 trading days prior to the closing. However, in no event will an average price of less than $12.75 or more than $17.25 per share be used in calculating the number of additional shares. On a fully diluted basis, the number of Morse Shoe shares among which the J. Baker shares will be allocated will be approximately 16,521,000.
 The transaction is subject to the satisfaction of certain conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, but is not subject to the approval of the shareholders of either Morse Shoe or H.H. Brown.
 Morse Shoe together with its subsidiaries, sells popular-priced family footwear to retail customers generally under company brand names through its Fayva division, which operates self-selection retail stores, and through its Leased division, which operates self-selection footwear departments in discount and promotional department store chains located throughout the United States. The Lowell manufacturing division manufactures and markets branded professional duty footwear for nurses and other brands of comfort casual footwear which it sells to independent retailers, primarily under its Nurse Mates(R) and Soft Spots(R) brands.
 -0- 12~2~92
 ~CONTACT: Malcolm L. Sherman, chief executive officer of Morse Shoe, Inc., 617-828-9300, ext. 2000~


CO: Morse Shoe, Inc.; H.H. Brown Shoe Company, Inc. ST: Massachusetts IN: TEX SU: TNM

CK-OS -- NY018 -- 2825 12~02~92 10:42 EST
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Publication:PR Newswire
Date:Nov 30, 1992
Words:442
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