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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. 3)*
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, 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)
February 28, 1996
(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).
CUSIP No. 371-532102 SCHEDULE 13D Page 3 of 14
1 Name of Reporting Person THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA
IRS Identification No. of Above Person 95-6042875
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 870,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 870,500*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 870,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.6%*
14 Type of Reporting Person EP
* See response to Item 5.
CUSIP No. 371-532102 SCHEDULE 13D Page 4 of 14
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 870,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 870,500*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 870,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.6%*
14 Type of Reporting Person PN, IA
* See response to Item 5.
CUSIP No. 371-532102 SCHEDULE 13D Page 5 of 14
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 870,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 870,500*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 870,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.6%*
14 Type of Reporting Person CO
* See response to Item 5.
CUSIP No. 371-532102 SCHEDULE 13D Page 6 of 14
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 870,500*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 870,500*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 870,500*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.6%*
14 Type of Reporting Person IN
* See response to Item 5.
Item 1. Security and Issuer
This Amendment No. 3 (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, Suite 490, P.O. Box 731, Nashville, Tennessee
37202-0731. 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 The Carpenters Pension Trust
for Southern California (the "Carpenters Trust"), Richard C.
Blum & Associates, L.P. ("RCBA L.P."), 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 of RCBA L.P. and RCBA Inc.
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:
Principal
Name and Office Citizen- Occupation
Held in RCBA Inc. Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA Chairman and
Chairman and Suite 400 Director,
Director San Francisco, CA RCBA, L.P.
94133
Thomas L. Kempner 40 Wall Street USA Chairman,
Director New York, NY Loeb Partners
10005 Corporation,
Investment
Banking
Business
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Director Suite 400 Director,
and Director San Francisco, CA RCBA, L.P.
94133
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Principal
Name and Office Citizen- Occupation
Held in RCBA Inc. Business Address ship or Employment
Alexander L. Dean 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
and Director 94133 RCBA, L.P.
Peter E. 909 Montgomery St. USA Managing
Rosenberg Suite 400 Director of
Managing Director San Francisco, CA Investments,
of Investments 94133 RCBA, L.P.
and Director
Michael Kane 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
94133 RCBA, L.P.
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA L.P.
Marc Scholvinck 909 Montgomery St. USA Chief
Chief Financial Suite 400 Financial
Officer San Francisco, CA Officer, RCBA
and Managing L.P.
Director
Donald S. Scherer 3 Embarcadero USA Director,
Secretary Center Howard, Rice,
7th Floor et al. (law
San Francisco, CA firm)
94111
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 Citizen- Occupation
Office Held Business Address ship or Employment
Kim Frommer 22225 Acorn Street USA President
Trustee Chatsworth, CA Frommer Inc.
91311
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Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Curtis Conyers, 419 Maple Avenue USA President
Jr. Monrovia, CA Richard Lane
Trustee 91016 Company
Richard Harris 1717 West Lincoln USA General
Trustee Avenue Manager
Anaheim, CA 92801 Wesseln
Construction
Co., Inc.
Ralph Larison 1925 Water St. USA President
Trustee Long Beach, CA Connolly-
90802 Pacific Co.
Bert Lewitt 2901 28th Street USA President
Trustee Santa Monica, CA Morley
90405 Construction
Co.
Ronald W. Tutor 15901 Olden St. USA President
Co-Chairman, Sylmar, CA 91342 Tutor-Saliba
Trustee Corporation
J.D. Butler 412 Dawson Drive USA Treasurer
Trustee Camarillo, CA Gold Coast
93010 District
Council of
Carpenters
James K. Bernsen 520 South Virgil USA Secretary-
Trustee Avenue Treasurer
Los Angeles, CA Southern
90020 California
District
Council of
Carpenters
Bill Perry 520 South Virgil USA Administrative
Trustee Avenue Assistant
Los Angeles, CA Southern
90020 California
District
Council of
Carpenters
Buddy Self 911 20th Street USA Financial
Trustee Bakersfield, CA Secretary
93301 Carpenters
Local Union
743
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Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Douglas J. 101 Constitution USA General
McCarron Ave., N.W. President,
Chairman, Washington, D.C. United
Trustee 20001 Brotherhood of
Carpenters and
Joiners of
America,
AFL-CIO
Fred Taylor 341 E. Wardlow USA Financial
Trustee Road Secretary
Long Beach, CA Carpenters
90807 Local 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 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.
-10-
Item 5. Interest in Securities of the Issuer
(a) & (b) According to the Issuer, 24,355,572 shares of the
Stock were outstanding as of January 31, 1996. 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 419,900 shares of the Stock, which is 1.7%
of the outstanding Stock.
Because RCBA L.P. also has investment and voting discretion over
450,600 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 affirm membership in
a group. Therefore, each Reporting Person is deemed to have
beneficial ownership of an aggregate of 870,500 shares of the
Stock, which is 3.6% 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 in the open market during
the last 60 days:
Number of Shares Sold
By Carpenters By Other Price Per
Trade Date Trust Advisory Client Share
2/28/96 151,100 162,000 $4.76
2/29/96 4,200 4,500 $5.00
3/1/96 41,500 44,500 $4.94
3/4/96 39,000 41,000 $4.75
_______ _______
235,800 252,000
======= =======
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(d) Not applicable.
(e) On February 28, 1996, the Reporting Persons ceased to be the
beneficial owner of more than 5% of the Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Joint Filing Undertaking.
-12-
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: March 3, 1996.
THE CARPENTERS PENSION TRUST FOR RICHARD C. BLUM &
SOUTHERN CALIFORNIA ASSOCIATES, INC.
By Richard C. Blum & Associates, By /s/ Donald S. Scherer
L.P., its Investment Adviser ______________________
Donald S. Scherer,
By Richard C. Blum & Associates, Secretary
Inc., its General Partner
By /s/ Donald S. Scherer
______________________
Donald S. Scherer, /s/ N. Colin Lind
Secretary ________________________
RICHARD C. BLUM
By N. Colin Lind
Attorney-in-Fact
RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates,
Inc., its General Partner
By /s/ Donald S. Scherer
____________________________
Donald S. Scherer, Secretary
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JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to Amendment No. 3 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: March 3, 1996.
THE CARPENTERS PENSION TRUST FOR RICHARD C. BLUM &
SOUTHERN CALIFORNIA ASSOCIATES, INC.
By Richard C. Blum & Associates,
L.P., its Investment Adviser
By /s/ Donald S. Scherer
By Richard C. Blum & Associates, ________________________
Inc., its General Partner Donald S. Scherer,
Secretary
By /s/ Donald S. Scherer
________________________
Donald S. Scherer, /s/ N. Colin Lind
Secretary __________________________
RICHARD C. BLUM
By N. Colin Lind
Attorney-in-Fact
RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates,
Inc., its General Partner
By /s/ Donald S. Scherer
____________________________
Donald S. Scherer, Secretary
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