Genesco Inc
UNITED STATES
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 26, 2007 (November 26, 2007)
GENESCO INC.
(Exact Name of Registrant as Specified in Charter)
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Tennessee
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1-3083
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62-0211340 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer Identification
No.) |
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1415 Murfreesboro Road, Nashville, TN
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37217-2895 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (615) 367-7000
N/A
(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 November 26, 2007, Genesco Inc. (the Company) issued a press release reporting that it
had received a subpoena from the Office of the U.S. Attorney for the Southern District of New York
for documents relating to the Companys negotiations and merger agreement with The Finish Line,
Inc. The press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit is furnished herewith:
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Exhibit 99.1
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Press Release dated November 26, 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.
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GENESCO, INC.
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By: |
/s/ Roger G. Sisson
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Name: |
Roger G. Sisson |
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Title: |
Senior Vice President, Secretary and General Counsel |
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Date: November 26, 2007
EXHIBIT INDEX
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Exhibit 99.1
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Press Release dated November 26, 2007. |
EX-99.1
Exhibit
99.1
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Financial Contact:
Media Contact:
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James S. Gulmi (615) 367-8325
Claire S. McCall (615) 367-8283 |
GENESCO REPORTS SUBPOENA FROM U.S. ATTORNEY
NASHVILLE, Tenn., Nov. 26, 2007 - Genesco Inc. (NYSE: GCO) reported that it has received a
subpoena from the Office of the U.S. Attorney for the Southern District of New York for documents
relating to the Companys negotiations and merger agreement with The Finish Line. The subpoena
states that the documents are sought in connection with alleged violations of federal fraud
statutes.
Genesco Chairman and Chief Executive Officer Hal Pennington stated, The U.S. Attorney
subpoena comes on the heels of the baseless fraud allegations made by UBS ten days ago. These
allegations are completely without merit and are simply part of UBS litigation tactics to avoid
their contractual obligations; we will fully cooperate with the U.S. Attorney in connection with
their inquiry. Most importantly, we will not be deterred from enforcing our rights under the
merger agreement.
About Genesco Inc.:
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 http://www.genesco.com.
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GENESCO INC. - Add One
Certain statements contained in this press release regard matters that are not historical facts and
are forward looking statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, as amended, and the rules promulgated pursuant to the
Securities Act of 1933, as amended. Because such forward looking statements contain risks and
uncertainties, actual results may differ materially from those expressed in or implied by such
forward looking statements. Factors that could cause actual results to differ materially include,
but are not limited to: (1) the outcome of litigation or any governmental inquiry relating to the
merger; (2) the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement; (3) the outcome of any legal proceedings that have been or may
be instituted against Genesco and others following announcement of the proposal or the merger
agreement; (4) the failure by The Finish Line, Inc. to obtain the necessary debt financing
arrangements set forth in commitment letters they received in connection with the merger; (5) risks
that the proposed transaction disrupts current plans and operations and the potential difficulties
in employee retention as a result of the merger; and (6) the amount of the costs, fees, expenses
and charges related to the merger. Our business is also subject to a number of risks generally such
as: (1) changing consumer preferences; (2) the companies inability to successfully market their
footwear, apparel, accessories and other merchandise; (3) price, product and other competition from
other retailers (including internet and direct manufacturer sales); (4) the unavailability of
products; (5) the inability to locate and obtain favorable lease terms for the companies stores;
(6) the loss of key employees; (7) general economic conditions and adverse factors impacting the
retail footwear industry; (8) management of growth; and (9) other risks that are set forth in the
Risk Factors, Legal Proceedings and Management Discussion and Analysis of Results of
Operations and Financial Condition sections of, and elsewhere, in our SEC filings, copies of which
may be obtained by contacting the investor relations department of Genesco via our website
www.genesco.com. Many of the factors that
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GENESCO INC. - Add Two
will determine the outcome of the subject matter of this release are beyond Genescos ability to
control or predict. Genesco undertakes no obligation to release publicly the results of any
revisions to these forward looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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