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 31, 2007 (May 31, 2007)

GENESCO INC.

 

(Exact Name of Registrant as Specified in Charter)

Tennessee		1-3083		62-0211340
(State or Other Jurisdiction of		(Commission		(I.R.S. Employer
Incorporation)		File Number)		Identification No.)

1415 Murfreesboro Road
Nashville, Tennessee		37217-2895
(Address of Principal Executive Offices)		(Zip Code)

(615) 367-7000

(Registrant’s 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On May 31, 2007, Genesco Inc. (the “Company”) issued a press release announcing its fiscal first quarter earnings and other results of operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 7.01. REGULATION FD DISCLOSURE.

     On May 31, 2007, the Company issued a press release announcing that it was exploring strategic alternatives and that its board of directors rejected a conditional proposal from Foot Locker, Inc. to acquire all of the Company’s outstanding common stock for $51.00 per share in cash, subject to due diligence. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

     The following exhibits are furnished herewith:

Exhibit Number				Description
	99.1			Press Release announcing fiscal first quarter earnings and other results of operations dated May 31, 2007.
	99.2			Press Release regarding strategic alternatives dated May 31, 2007.

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.

EXHIBIT INDEX

No.				Exhibit
	99.1			Press Release announcing fiscal first quarter earnings and other results of operations dated May 31, 2007.
	99.2			Press Release regarding strategic alternatives dated May 31, 2007.

EXHIBIT 99.1

Financial Contact:		James S. Gulmi (615) 367-8325
Media Contact:		Claire S. McCall (615) 367-8283

GENESCO REPORTS FIRST QUARTER FISCAL 2008 RESULTS
- -Company Reports First Quarter Diluted EPS of $0.10 Before Discontinued Operations-
—Updates Guidance for Fiscal 2008—

NASHVILLE, Tenn., May 31, 2007 — Genesco Inc. (NYSE: GCO) today reported earnings before discontinued operations of $2.2 million, or $0.10 per diluted share, for the first quarter ended May 5, 2007, including primarily non-cash, pretax fixed asset impairment charges of $6.6 million, or $0.15 per diluted share, primarily related to the Company’s previously announced plan to close up to 57 underperforming stores in urban markets. For the quarter ended April 29, 2006, earnings before discontinued operations were $10.7 million, or $0.41 per diluted share. Net sales for the first quarter of fiscal 2008 increased 6% to $335 million, compared to $315 million for the first quarter of fiscal 2007.

     Genesco Chairman and Chief Executive Officer Hal N. Pennington said, “During the first quarter the Journeys Group posted solid sales growth and the positive momentum in the Johnston & Murphy and Dockers Footwear businesses continued. Hat World’s business improved consistently throughout the quarter, with the successful transition to the new Major League Baseball on-field hat. However, the challenges in the urban market were once again a negative factor in our overall results for the quarter.

     “As we previously announced, we plan to close or convert up to 57 underperforming urban stores, primarily in the Underground Station Group, that have been most negatively impacted by the downturn in that market. We remain confident that Underground Station is a viable concept and believe that closing these stores will provide us with a stronger platform on which to rebuild and improve that business.

-more-

GENESCO INC. — Add One

     “Net sales in the Journeys Group increased 10% to approximately $156 million and same store sales rose 3% in the first quarter, with a 7% increase in comparable footwear unit sales, which strengthens our confidence in our merchandising position for the summer and back to school season. Journeys’ store growth plans remain on track, as we continue to target 50 to 60 new stores for fiscal 2008.

     “Net sales at Journeys Kidz increased 35% to $11 million, same store sales rose 6% and comparable footwear unit sales were up 11% during the quarter. We continue to work toward a target of 40 new Kidz stores this fiscal year. We opened 11 new Shi by Journeys stores during the first quarter and ended the period with 23 Shi by Journeys stores in operation. Our target is to have 50 Shi stores open by the end of the fiscal year.

     “Net sales in the Hat World Group increased 12% to approximately $79 million and same store sales declined 4%, compared to a decline of less than 1% in the first quarter last year. As expected, Hat World continued to be affected by the difficult urban market. Additionally, the quarter saw the planned transition to the new Major League Baseball on-field hat. This transition hurt sales early in the quarter, but the introduction of the new hat at the beginning of April sparked a positive sales trend that has continued into the second quarter. Based on both our positioning in the market and moderating comparisons, we expect an improving sales trend at Hat World through the balance of the year. We expect to open 100 to 105 new stores in the Hat World Group in Fiscal 2008.

     “Net sales for the Underground Station Group, which includes the remaining Jarman stores, were $30 million and same store sales declined 22%. The weak urban market, ongoing softness in the athletic category and a tough Nike comparison negatively affected sales comparisons during the quarter. We expect improvements at Underground Station in the latter part of the year, as we continue to re-merchandise the stores towards more women’s and casual products, as the absence of Nike products becomes a less significant factor in the year-over-year comparisons, and as overall comparisons moderate as we mark the anniversary of the onset of the urban market downturn.

-more-

GENESCO INC. — Add Two

     “Johnston & Murphy Group’s net sales increased 5% to approximately $46 million in the first quarter. Wholesale sales rose 3%, same store sales for the shops were up 3% and operating margin increased 330 basis points to 9.7%. Johnston & Murphy’s footwear line continues to gain customer acceptance. At the same time, we continue to see strength in all our non-footwear categories. Johnston & Murphy’s momentum remains strong.

     “First quarter sales of Licensed Brands increased 25% to approximately $24 million, after a 37% gain for the same period last year. According to The NPD Group’s Retail Tracking Service, Dockers Footwear was the #1 ranked brand for men’s dress casual footwear in national chains and shoe chains for the 12 months ended March 2007.”

     The Company also updated its guidance for the fiscal year ending February 2, 2008. It now expects to report net sales of $1.59 billion and earnings per diluted share of $2.37 to $2.40 for fiscal 2008, including charges of $0.35 related to the store closing program. The Company’s fiscal 2008 guidance does not include the impact of any costs associated with the Company’s review of strategic alternatives, which the Company announced today.

     This release contains forward-looking statements, including those regarding the Company’s sales and earnings outlook and all other statements not addressing solely historical facts or present conditions. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include uncertainty regarding the effect or outcome of the Company’s decision to explore strategic alternatives, weakness in consumer demand for products sold by the Company, fashion trends that affect the sales or product margins of the Company’s retail product offerings, changes in the timing of holidays or in the onset of seasonal weather affecting period to period sales comparisons, changes in buying patterns by significant wholesale customers, disruptions in product supply or distribution, further unfavorable trends in foreign exchange rates and other factors affecting the cost of products, and competition in the Company’s markets. Additional factors that could affect the Company’s prospects and cause differences from expectations include the ability to open, staff and support additional retail stores on schedule and at acceptable expense levels and to renew leases in

-more-

GENESCO INC. — Add Three

existing stores on schedule and at acceptable expense levels, the ability to negotiate acceptable lease terminations and otherwise to execute the store closing plan on schedule and at expected expense levels, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation and environmental matters involving the Company. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.

     The Company’s live conference call on May 31, 2007, at 7:30 a.m. (Central time) may be accessed through the Company’s internet website, www.genesco.com. To listen live, please go to the website at least 15 minutes early to register, download and install any necessary software.

     Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories in more than 2,050 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 and Cap Connection, and on internet websites www.journeys.com, www.journeyskidz.com, www.undergroundstation.com, www.johnstonmurphy.com, www.lids.com, www.hatworld.com, and www.lidscyo.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.

-30-

GENESCO INC.

Consolidated Earnings Summary

		Three Months Ended
		May 5,				April 29,
In Thousands		2007				2006
Net sales		$	334,651			$	315,018
Cost of sales			162,807				153,649
Selling and administrative expenses			159,073				141,866
Restructuring and other, net			6,595				109
Earnings from operations			6,176				19,394
Interest expense, net			2,402				1,914
Earnings before income taxes from continuing operations			3,774				17,480
Income tax expense			1,571				6,814
Earnings from continuing operations			2,203				10,666
Provision for discontinued operations, net			—				(189	)
Net Earnings		$	2,203			$	10,477

Earnings Per Share Information

		Three Months Ended
		May 5,				April 29,
In Thousands (except per share amounts)		2007				2006
Preferred dividend requirements		$	64			$	64
Average common shares - Basic EPS			22,391				23,042
Basic earnings per share:
Before discontinued operations		$	0.10			$	0.46
Net earnings		$	0.10			$	0.45
Average common and common equivalent shares — Diluted EPS			26,804				27,436
Diluted earnings per share:
Before discontinued operations		$	0.10			$	0.41
Net earnings		$	0.10			$	0.40

GENESCO INC.

Consolidated Earnings Summary

		Three Months Ended
		May 5,				April 29,
In Thousands		2007				2006
Sales:
Journeys Group		$	155,921			$	141,500
Underground Station Group			29,810				39,956
Hat World Group			78,844				70,688
Johnston & Murphy Group			46,294				44,031
Licensed Brands			23,529				18,799
Corporate and Other			253				44
Net Sales		$	334,651			$	315,018
Operating Income (Loss):
Journeys Group		$	10,817			$	13,151
Underground Station Group			(2,168	)			2,405
Hat World Group			2,652				6,007
Johnston & Murphy Group			4,470				2,823
Licensed Brands			3,079				1,729
Corporate and Other*			(12,674	)			(6,721	)
Earnings from operations			6,176				19,394
Interest, net			2,402				1,914
Earnings before income taxes from continuing operations			3,774				17,480
Income tax expense			1,571				6,814
Earnings from continuing operations			2,203				10,666
Provision for discontinued operations, net			—				(189	)
Net Earnings		$	2,203			$	10,477

*Includes $6.6 million of other charges in the first quarter of Fiscal 2008 of which $6.3 million is asset impairments related to underperforming stores, primarily in the Underground Station Group, and $0.3 million for lease terminations and $0.1 million of other charges in the first quarter of Fiscal 2007 for asset impairments.

GENESCO INC.

Consolidated Balance Sheet

		May 5,				April 29,
In Thousands		2007				2006
Assets
Cash and cash equivalents		$	13,729			$	34,719
Accounts receivable			23,586				22,742
Inventories			282,419				247,773
Other current assets			43,029				30,192
Total current assets			362,763				335,426
Property and equipment			225,702				197,546
Other non-current assets			172,136				157,094
Total Assets		$	760,601			$	690,066
Liabilities and Shareholders’ Equity
Accounts payable		$	85,495			$	90,541
Other current liabilities			50,179				56,568
Total current liabilities			135,674				147,109
Long-term debt			132,250				106,250
Other long-term liabilities			86,789				74,498
Shareholders’ equity			405,888				362,209
Total Liabilities and Shareholders’ Equity		$	760,601			$	690,066

GENESCO INC.

Retail Units Operated — Three Months Ended May 5, 2007

		Balance				Acquisi-																Balance																Balance
		01/28/06				tions				Open				Conv				Close				02/03/07				Open				Conv				Close				05/05/2007
Journeys Group			761								96				0				4				853				33				0				2				884
Journeys			710								61				0				3				768				11				0				2				777
Journeys Kidz			50								24				0				1				73				11				0				0				84
Shi by Journeys			1								11				0				0				12				11				0				0				23
Underground Station Group			229								11				0				17				223				1				0				1				223
Underground Station			180								11				3				1				193				1				1				0				195
Jarman Retail			49								0				(3	)			16				30				0				(1	)			1				28
Hat World Group			641				49				104				0				9				785				26				0				2				809
Johnston & Murphy Group			142								13				0				7				148				4				0				0				152
Shops			107								7				0				5				109				3				0				0				112
Factory Outlets			35								6				0				2				39				1				0				0				40
Total Retail Units			1,773				49				224				0				37				2,009				64				0				5				2,068

Constant Store Sales

		Three Months Ended
		May 5,				April 29,
		2007				2006
Journeys Group			3	%			1	%
Underground Station Group			-22	%			-3	%
Underground Station			-23	%			-2	%
Jarman Retail			-14	%			-9	%
Hat World Group			-4	%			-1	%
Johnston & Murphy Group			4	%			2	%
Shops			3	%			3	%
Factory Outlets			6	%			0	%
Total Constant Store Sales			-2	%			0	%

EXHIBIT 99.2

Financial Contact:		James S. Gulmi (615) 367-8325
Media Contact:		Claire S. McCall (615) 367-8283

GENESCO ANNOUNCES REVIEW OF STRATEGIC ALTERNATIVES;
COMPANY REPORTS RECEIPT AND REJECTION OF
ACQUISITION PROPOSAL AT $51 PER SHARE

NASHVILLE, Tenn., May 31, 2007 — Genesco Inc. (NYSE: GCO) announced today that its Board of Directors has authorized the Company and its advisors to explore strategic alternatives which maximize shareholder value, including a possible sale of the Company.

          The Company also noted that last Thursday it received a conditional proposal from Foot Locker, Inc. to acquire all the Company’s outstanding common stock for $51.00 per share in cash, subject to due diligence. In consultation with its financial advisor, Goldman Sachs & Co., the Board of Directors considered the proposal and, following a thorough review, unanimously rejected the proposal having concluded that it was not in the best interests of the Company’s shareholders.

          The Board of Directors of Genesco invited Foot Locker to participate in the Company’s process on the same terms as other interested parties to date, but Foot Locker has declined to do so.

          Going forward, the Board of Directors will work together with the Company’s management team and its legal and financial advisors to evaluate the Company’s available alternatives and determine the course of action it believes is in the best interests of all its shareholders.

          In making the announcement, the Company stated that there can be no assurance that the exploration of strategic alternatives will result in any transaction. The Company undertakes no obligation to make any further announcements regarding the exploration of strategic alternatives unless and until a final decision is made.

-more-

GENESCO INC. — Add One

          Goldman, Sachs & Co. is acting as financial advisor to Genesco and Bass, Berry & Sims PLC is acting as legal advisor.

          This release contains forward-looking statements, including those related to future prospects, developments and business strategies. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include uncertainty regarding the effect or outcome of the Company’s decision to explore strategic alternatives, weakness in consumer demand for products sold by the Company, fashion trends that affect the sales or product margins of the Company’s retail product offerings, changes in the timing of holidays or in the onset of seasonal weather affecting period to period sales comparisons, changes in buying patterns by significant wholesale customers, disruptions in product supply or distribution, further unfavorable trends in foreign exchange rates and other factors affecting the cost of products, and competition in the Company’s markets. Additional factors that could affect the Company’s prospects and cause differences from expectations include the ability to open, staff and support additional retail stores on schedule and at acceptable expense levels and to renew leases in existing stores on schedule and at acceptable expense levels, variations from expected pension-related charges caused by conditions in the financial markets, and the outcome of litigation and environmental matters involving the Company. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.

          Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories in more than 2,050 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 and Cap Connection, and on internet websites www.journeys.com, www.journeyskidz.com, www.undergroundstation.com, www.johnstonmurphy.com, www.lids.com, www.hatworld.com, and www.lidscyo.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.

-30-