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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GENESCO, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
371-532102
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box .
Check the following box if a fee is being paid with this statement .
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 371-532102 SCHEDULE 13D Page 2 of 15
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
IRS Identification No. of Above Person 94-3091845
2 Check the Appropriate Box if a Member of a Group (a) x
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person -0-
12 Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0.0%
14 Type of Reporting Person PN
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CUSIP No. 371-532102 SCHEDULE 13D Page 3 of 15
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a) x
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power -0-
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person -0-
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 0.0%
14 Type of Reporting Person PN
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CUSIP No. 371-532102 SCHEDULE 13D Page 4 of 15
1 Name of Reporting Person THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA
IRS Identification No. of Above Person 94-6042875
2 Check the Appropriate Box if a Member of a Group (a) x
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 1,358,300*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,358,300*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,358,300*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 5.5%*
14 Type of Reporting Person EP
* See response to Item 5.
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CUSIP No. 371-532102 SCHEDULE 13D Page 5 of 15
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) x
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 1,358,300*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,358,300*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,358,300*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 5.6%*
14 Type of Reporting Person PN, IA
* See response to Item 5.
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CUSIP No. 371-532102 SCHEDULE 13D Page 6 of 15
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) x
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 1,358,300*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,358,300*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,358,300*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 5.6%*
14 Type of Reporting Person CO
* See response to Item 5.
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CUSIP No. 371-532102 SCHEDULE 13D Page 7 of 15
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a)x
(b)
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 1,358,300*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,358,300*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,358,300*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 5.6%*
14 Type of Reporting Person IN
* See response to Item 5.
-7-
Item 1. Security and Issuer
This Amendment No. 2 (the "Amendment") to Schedule 13D
relates to shares of the common stock, $1.00 par value (the
"Stock"), of Genesco, Inc., a Tennessee corporation (the
"Issuer"). The principal executive office and mailing
address of the Issuer is Genesco Park, 1415 Murfreesboro
Road, Nashville, Tennessee 37217-2895. This Amendment is
being filed because of certain sales set forth in Item 5(c)
below.
Item 2. Identity and Background
This Amendment is filed on behalf of BK Capital Partners III,
L.P. ("BK III"), BK Capital Partners IV, L.P. ("BK IV"),
The Carpenters Pension Trust for Southern California (the
"Carpenters Trust"), Richard C. Blum & Associates, L.P.
("RCBA L.P."), and Richard C. Blum & Associates, Inc. ("RCBA
Inc."), and Richard C. Blum, the Chairman and substantial
shareholder of RCBA Inc. (collectively, the "Reporting
Persons").
RCBA L.P. is a California limited partnership whose
principal business is acting as general partner for investment
partnerships and providing investment advisory and financial
consulting services. RCBA L.P. is a registered investment
adviser with the Securities and Exchange Commission and with
the State of California. The sole general partner of RCBA L.P.
is RCBA Inc. The principal business office address is 909
Montgomery Street, Suite 400, San Francisco, California 94133.
The names of the executive officers and directors of RCBA Inc.,
their addresses, citizenship and principal occupations are as
follows:
Name and Business Address Citizenship Principal
Office Held Occupation
in RCBA Inc. or
Employment
Richard C. Blum 909 Montgomery St. USA Chairman and
Chairman and Suite 400 Director,
Director San Francisco, CA RCBA, L.P.
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Name and Business Address Citizenship Principal
Office Held Occupation
in RCBA Inc. or
Employment
Thomas L. 40 Wall Street USA Chairman,
Kempner New York, NY 10005 Loeb
Director Partners
Corporation,
Investment
Banking
Business
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director,
Director and San Francisco, CA RCBA, L.P.
Director
George A. Pavlov 909 Montgomery St. USA Managing
Managing Director, Suite 400 Director,
Chief Financial San Francisco, CA Chief
Officer and Financial
Director Officer,
RCBA, L.P.
Alexander L. Dean 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
and Director RCBA, L.P.
Peter E. Rosenberg 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
and Director RCBA, L.P.
Michael Kane 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA, L.P.
Donald S. Scherer 3 Embarcadero Center USA Director,
Secretary Suite 700 Howard,
San Francisco, CA Rice, et al.
(law firm)
BK III and BK IV are California limited partnerships, each of
whose principal business is investing in securities. The
principal office for each of them is located at 909
Montgomery Street, Suite 400, San Francisco, California
94133. RCBA L.P. is the sole general partner of BK III and
BK IV.
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The Carpenters Trust is a pension fund governed by the
provisions of ERISA. Its principal office is located at 520
South Virgil Avenue, 4th Floor, Los Angeles, California
90020. RCBA L.P. is an investment adviser to the Carpenters
Trust. The Carpenters Trust is governed by a board of
trustees. The names of the executive officers and trustees
of the Carpenters Trust, their addresses, citizenship and
principal occupations are as follows.
Principal
Name and Business Address Citizenship Occupation
Office Held or Employment
Kim Frommer 22225 Acorn Street USA President
Trustee Chatsworth, CA 91311 Frommer Inc.
Curtis 4719 Exposition USA President
Conyers, Jr. Boulevard Richard Lane
Trustee Los Angeles, CA 90016 Company
Richard Harris 1717 West Lincoln USA General Manager
Trustee Avenue Wesseln
Anaheim, CA 92801 Construction
Co., Inc.
Ralph Larison 1925 Water Street USA President
Trustee Long Beach, CA 90802 Connolly-Pacific
Co.
Bert Lewitt 2901 28th Street USA President
Trustee Santa Monica, CA 90405 Morley
Construction Co.
Ronald W. Tutor 15901 Olden Street USA President
Co-Chairman, Sylmar, CA 91342 Tutor-Saliba
Trustee Corporation
J.D. Butler 412 Dawson Drive USA Treasurer
Trustee Camarillo, CA 93010 Gold Coast
District Council
of Carpenters
Douglas J. 520 South Virgil USA Secretary-Treasurer
McCarron Avenue Southern California
Chairman, Los Angeles, CA 90020 District Council of
Trustee Carpenters
Bill Perry 520 South Virgil USA Administrative
Trustee Avenue Assistant
Los Angeles, CA 90020 Southern California
District Council
of Carpenters
Buddy Self 911 20th Street USA Financial Secretary
Trustee Bakersfield, CA 93301 Carpenters Local
Union 743
-10-
Steve Graves 520 South Virgil USA Business
Trustee Avenue Representative
Los Angeles, CA 90020 Southern California
District Council
of Carpenters
Fred Taylor 341 E. Wardlow USA Financial Secretary
Trustee Road Carpenters Local
Long Beach, CA 90807 Union 630
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for previous purchases of Stock was the
working capital of BK III, BK IV, the Carpenters Trust and
another advisory client of RCBA Inc., as described in more
detail in Item 5 below.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Stock for investment
purposes. Depending on market conditions and other factors,
the Reporting Persons may purchase additional shares of the
Stock in the open market or in private transactions.
Alternatively, depending on market conditions and other
factors, they may, at some future time, sell all or some of
their shares of the Stock.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or would
result in any of the actions set forth in clauses (a) through
(j) of Item 4, although the Reporting Persons may in the
future take actions that would have such an effect.
Item 5. Interest in Securities of the Issuer
(a) & (b) According to the Issuer's most recent Form 10-Q,
24,343,663 shares of the Stock were outstanding as of
December 9, 1994. When the trades reported in Item 5(c)
below are settled, the only Reporting Person having direct
holdings in the Stock will be the Carpenters Trust, which
will hold 655,700 shares of the Stock, which is 2.7% of the
outstanding Stock.
-11-
Because RCBA L.P. also has investment and voting discretion
over 702,600 shares purchased on behalf of another advisory
client, those shares are reported as beneficially owned by
RCBA L.P. Such advisory client disclaims membership in a
group with any of the Reporting Persons, and disclaims
beneficial ownership of any shares held by the Reporting
Persons.
Because voting and investment decisions concerning the above
shares are made by RCBA Inc., in its capacity as the sole
general partner of RCBA L.P., the Reporting Persons (other
than BK III and BK IV, which have disposed of all of their
shares) affirm membership in a group. Therefore, each
Reporting Person (other than BK III and BK IV) is deemed to
have beneficial ownership of an aggregate of 1,358,300 shares
of the Stock, which is 5.6% of the outstanding Stock.
As Chairman, director and a substantial shareholder of RCBA
Inc., Richard Blum might be deemed to be the beneficial owner
of the securities beneficially owned by RCBA Inc. Mr. Blum
reserves the right to disclaim beneficial ownership of
securities beneficially owned by RCBA Inc. Although Mr. Blum
is joining in this Amendment as a Reporting Person, the
filing of this Amendment shall not be construed as an
admission that he, or any of the other shareholders,
directors or executive officers of RCBA Inc. is, for any
purpose, the beneficial owner of any of the securities that
are beneficially owned by RCBA Inc.
(c) The following sales have been made during the last 60
days (all by BK IV in the open market):
Trade Number of Price Per
Date Shares Share
12/06/94 120,000 $1.875
12/09/94 255,800 1.875
12/12/94 146,200 1.875
12/13/94 5,000 1.875
12/16/94 22,400 1.875
Total 549,400
In addition, since Amendment No. 1 to Schedule 13D was filed
(but not within the last 60 days), BK III disposed of the
entire 118,900 shares of Stock it previously owned.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
None.
-12-
Item 7. Material to be Filed as Exhibits
Joint Filing Undertaking.
-13-
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
DATED: December 16, 1994.
BK CAPITAL PARTNERS III, L.P. THE CARPENTERS PENSION TRUST
BK CAPITAL PARTNERS IV, L.P. FOR SOUTHERN CALIFORNIA
By Richard C. Blum & Associates, By Richard C. Blum
L.P., its General Partner & Associates, L.P., its
Investment Adviser
By Richard C. Blum & By Richard C. Blum &
Associates, Inc., its Associates, Inc., its
General Partner General Parter
By: /s/ Donald S. Scherer By: /s/ Donald S. Scherer
Donald S. Scherer, Secretary Donald S. Scherer, Secretary
RICHARD C. BLUM & ASSOCIATES, RICHARD C. BLUM & ASSOCIATES,
L.P. INC.
By Richard C. Blum & By: /s/ Donald S. Scherer
Associates, Inc., its Donald S. Scherer, Secretary
General Partner
By: /s/ Donald S. Scherer
Donald S. Scherer, Secretary
/s/ George A. Pavlov
RICHARD C. BLUM
By: George A. Pavlov
Attorney-in-Fact
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JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to Amendment No. 2 to
Schedule 13D to evidence the agreement of the below-names parties,
in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Amendment jointly on behalf of
each of such parties.
DATED: December 16, 1994.
BK CAPITAL PARTNERS III, L.P. THE CARPENTERS PENSION TRUST
BK CAPITAL PARTNERS IV, L.P. FOR SOUTHERN CALIFORNIA
By Richard C. Blum & Associates, By Richard C. Blum &
L.P., its General Partner Associates, L.P., its
Investment Advisor
By Richard C. Blum & Associates, By Richard C. Blum &
Inc., its General Partner Associates, Inc., its
General Partner
By: /s/ Donald S. Scherer
By: /s/ Donald S. Scherer Donald S. Scherer,
Donald S. Scherer, Secretary Secretary
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES,
INC.
By Richard C. Blum & Associates,
Inc., its General Partner
By: /s/ Donald S. Scherer
Donald S. Scherer, Secretary
By: /s/ Donald S. Scherer
Donald S. Scherer, Secretary
/s/ George A. Pavlov
RICHARD C. BLUM
By: George A. Pavlov
Attorney-in-Fact
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