<PAGE> 1
As filed with the Securities and Exchange Commission on January 31, 1994
Registration No. 2-86509
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
GENESCO INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0211340
(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217
(615) 367-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THOMAS B. CLARK, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
GENESCO INC.
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217
(615) 367-8464
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
<PAGE> 2
On October 6, 1983, Genesco Inc. registered 1,637,840 shares
of common stock, $1.00 par value, ("Common Stock") for issuance upon the
exercise of two series of warrants, 737,840 shares that were issuable upon the
exercise of warrants to purchase Common Stock at a price of $8.00 per share
until February 15, 1993 and 900,000 shares that were issuable upon the exercise
of warrants to purchase Common Stock at a price of $11.75 per share, subject to
adjustment, until October 15, 1993.
Both series of warrants have expired. Pursuant to the
undertaking by Genesco Inc. set forth in this registration statement, Genesco
Inc. is hereby removing from registration 913,353 shares of Common Stock that
were not issued upon the exercise of such warrants prior to their expiration.
- 2 -
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NASHVILLE
AND STATE OF TENNESSEE, ON THE 24th DAY OF JANUARY, 1994.
GENESCO INC.
BY: /s/ James S. Gulmi
------------------------
James S. Gulmi
Vice President - Finance
- 3 -
