GENESCO INC. - FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 1, 2008 (April 30, 2008)
GENESCO INC.
(Exact Name of Registrant as Specified in 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, Tennessee
|
|
37217-2895 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
(615) 367-7000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM 8.01. OTHER EVENTS.
On April 30, 2008, the Board of Directors of Genesco Inc. (the Company) declared a dividend
on its common stock in order to distribute 6,518,971 shares of Class A Common Stock of The Finish
Line, Inc. (Finish Line) that the Company was issued in March 2008 pursuant to an agreement with
Finish Line and UBS Securities LLC and UBS Loan Finance LLC (collectively, UBS) to terminate the
Companys merger agreement with Finish Line and settle all related litigation among Finish Line,
the Company and UBS. All holders of Company common stock as of May 30, 2008 will be entitled to
receive a pro rata portion of the Finish Line shares, with cash to be received in lieu of any
fractional shares. The distribution of the Finish Line shares is currently expected to occur on
June 13, 2008.
A press release announcing the dividend is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are furnished herewith:
|
|
|
Exhibit Number |
|
Description |
|
|
|
99.1
|
|
Press Release dated April 30, 2008 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
GENESCO INC. |
|
|
|
|
|
|
|
|
|
|
Date: May 1, 2008
|
|
By:
|
|
/s/ Roger G. Sisson |
|
|
Name:
|
|
Roger G. Sisson |
|
|
Title:
|
|
Senior Vice President, Secretary |
|
|
|
|
and General Counsel |
EXHIBIT INDEX
|
|
|
No. |
|
Exhibit |
|
|
|
99.1
|
|
Press Release dated April 30, 2008 |
EX-99.1 PRESS RELEASE 04/30/08
Exhibit 99.1
|
|
|
Financial Contact:
|
|
James S. Gulmi (615) 367-8325 |
Media Contact:
|
|
Claire S. McCall (615) 367-8283 |
GENESCO ANNOUNCES DIVIDEND TO
DISTRIBUTE FINISH LINE SHARES
NASHVILLE, Tenn., April 30, 2008 Genesco Inc. (NYSE: GCO) announced today that its Board of
Directors has declared a dividend on its common stock in order to distribute 6,518,971 shares of
Class A Common Stock of The Finish Line, Inc. that Genesco was issued in March 2008 pursuant to an
agreement with Finish Line and UBS to terminate the merger agreement with Finish Line and settle
all related litigation among Finish Line, Genesco and UBS. All holders of Genesco common stock as
of May 30, 2008 will be entitled to receive a pro rata portion of the Finish Line shares, with cash
to be received in lieu of any fractional shares. The distribution of the Finish Line shares is
currently expected to occur on June 13, 2008.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories
in more than 2,150 retail stores in the United States and Canada, principally under the names
Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids,
Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Kids, and on internet websites
www.journeys.com, www.journeyskidz.com, www.shibyjourneys.com,
www.undergroundstation.com, www.johnstonmurphy.com, www.Dockersshoes.com,
www.lids.com and www.lidskids.com. The Company also sells footwear at wholesale
under its Johnston & Murphy brand and under the licensed Dockers brand. Additional information on
Genesco and its operating divisions may be accessed at its website www.genesco.com.