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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 17, 1998
                              (November 16, 1998)


                                  GENESCO INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                                                                 
                   Tennessee                                    1-3083                     62-0211340
- ----------------------------------------------        ------------------------         -------------------
(State or other jurisdiction of incorporation)        (Commission File Number)          (I.R.S. Employer
                                                                                       Identification No.)
1415 Murfreesboro Road, Nashville, TN 37217-2895 - ------------------------------------------------ -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (615) 367-7000 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events - -------------------------------------------------------------------------------- On November 16, 1998, Genesco Inc. announced that it had made a mathematical error in calculating the dilutive effect of outstanding subordinated convertible notes on earnings per share. A copy of the press release relating to such announcement is attached hereto and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------------- 99 Press Release dated November 16, 1998. 2 3 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENESCO INC. Date: November 17, 1998 By: /s/ Roger G. Sisson -------------------------------- Name: Roger G. Sisson Title: Secretary 3 4 EXHIBIT INDEX No. Exhibit - -------- ------------------------------------------------------------- 99 Press Release dated November 16, 1998. 4
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                                   EXHIBIT 99

                                  PRESS RELEASE


The following is the text of a press release issued by Genesco Inc. on November
16, 1998.

                      GENESCO INC. ANNOUNCES MATHEMATICAL
                         ADJUSTMENT TO EPS CALCULATION

NASHVILLE, Tenn., Nov. 16, 1998 --- Genesco Inc. (NYSE: GCO) announced that it 
has today discovered a mathematical error in calculating the dilutive effect of 
outstanding subordinated convertible notes on earnings per share, and as a 
result has revised earnings per share for the first three quarters of the 
current fiscal year. The Company said that its revised net earnings per share 
for the third quarter equalled $0.23 per share rather than the $0.25 per share 
previously reported; net earnings per share (after an extraordinary charge for 
the early retirement of debt of $0.13 per share) in the second quarter equalled 
$0.11 per share rather than the $0.14 per share previously reported; and net 
earnings per share in the first quarter equalled $0.13 per share rather than 
the $0.14 per share previously reported.

         The Company noted that the error involved the treatment in the earnings
per share calculation of the $103.5 million in principal amount of the Company's
5 1/2% subordinated convertible notes issued in the first quarter. Actual net
earnings were not affected.

         Genesco, based in Nashville, markets and distributes branded footwear. 
Genesco's owned and licensed footwear brands, sold through both wholesale and 
retail channels of distribution, include Johnston & Murphy, Dockers Footwear 
and Nautica Footwear. Genesco's products are sold at wholesale to more than 
2,700 retailers, including the Company's own network of 592 footwear retail 
stores in the U.S., operated principally under the names Journeys, Johnston & 
Murphy, Jarman and Underground Station. The Company also operates the Volunteer 
Leather Company, a leather tanning and finishing business.