Genesco Inc
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): December 10, 2007
(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
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(Commission
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(I.R.S. Employer |
Incorporation)
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File Number)
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Identification No.) |
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1415 Murfreesboro Road
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Nashville, Tennessee
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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)
(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 December 10, 2007, Genesco Inc. issued a press release reporting certain
preliminary unaudited interim financial information that is expected to be discussed at its trial
to enforce its Merger Agreement with The Finish Line, Inc., which begins in Chancery Court in
Nashville, Tennessee today.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are furnished herewith:
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated December 10, 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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Date: December 10, 2007 |
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/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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EXHIBIT INDEX
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No. |
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Exhibit |
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99.1 |
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Press Release dated December 10, 2007 |
Ex-99.1 Press Release
Exhibit 99.1
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Financial Contact:
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James S. Gulmi (615)367-8325 |
Media Contact:
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Claire S. McCall (615)367-8283 |
GENESCO REPORTS CERTAIN INTERIM FINANCIAL INFORMATION
EXPECTED TO BE DISCUSSED AT TRIAL
NASHVILLE, Tenn., Dec. 10, 2007 Genesco Inc. (NYSE: GCO) today reported certain preliminary
unaudited interim financial information that is expected to be discussed at its trial to enforce
its Merger Agreement with The Finish Line, which begins in Chancery Court in Nashville, Tennessee
today. This information is being disseminated pursuant to a representation made by Genesco to the
Court to alleviate concerns about potential violations of the protective order covering nonpublic
information in the case.
Fiscal month ended December 1, 2007
The Company currently estimates that net sales for the fiscal month of November, which ended
December 1, 2007, were approximately $130.3 million and that pretax earnings were approximately
$1.0 million (including the effect of approximately $2.9 million of expenses related to the Finish
Line/UBS litigation).
Same store sales for the Company decreased approximately 3.7% in fiscal November compared to
the same period in the prior year, with the Journeys Group decreasing approximately 4.2%, the Hat
World Group decreasing approximately 3.5%, the Underground Station Group decreasing approximately
5.5%, and the Johnston & Murphy Group increasing approximately 0.7%.
Results for the month are subject to normal quarter end adjustments and are not necessarily
indicative of results to be expected for the fiscal quarter or the fiscal year.
-more-
GENESCO Add One
Week ended December 8, 2007
Preliminary estimates for the week ended December 8, 2007, indicate that comparable store
sales for the Company declined approximately 12% compared to the same period in the prior year.
Cautionary note regarding forward-looking information
In addition, there exists the possibility that internal projections or forecasts of Genesco
for the fourth quarter of fiscal 2008 which ends on February 2, 2008 may be discussed at the trial.
The Company has not made public projections or forecasts for that period and cautions that such
forward-looking information has been prepared for the internal use of management in managing and
planning for the business and not with a view to public dissemination. While the forward-looking
information was prepared in good faith by the Companys management, any such forward-looking
information does not reflect the impact of the actual results discussed in this press release or
any other factors that may have changed since the informations preparation.
Forward-looking statements may include those regarding the performance outlook for the Company
and its individual businesses, 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 and timing of the Companys proposed merger with a subsidiary of The Finish Line, Inc. and
litigation and investigations in connection with the merger, weakness in consumer demand for
products sold by the Company, fashion trends that affect the sales or product margins of the
Companys 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, foreign labor and materials costs, and other factors affecting the cost of
products, and competition in the Companys markets. Additional factors that could affect the
Companys prospects and cause differences from expectations include the ability to open, staff and
support additional retail stores on schedule and at acceptable expense
-more-
GENESCO Add Two
levels and
to renew leases in 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. Additional factors are cited in the Risk Factors, Legal Proceedings and
Managements Discussion and Analysis of Financial Condition and Results of Operations 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
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. Forward-looking
statements reflect the expectations of the Company at the time they are made. The Company
disclaims any obligation to update such statements.
About the Company
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 and Cap Connection, and on internet websites
www.journeys.com, www.journeyskidz.com, www.shibyjourneys.com,
www.undergroundstation.com, www.johnstonmurphy.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.
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