<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Genesco Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(GENESCO LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Genesco Inc. will be held at the Company's
executive offices, Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee,
on Wednesday, June 17, 1998, at 10:00 a.m., for the purposes of:
1. electing eight directors;
2. approving an amendment to the Restated Charter of the Company
authorizing additional shares of common stock;
3. ratifying the appointment of Price Waterhouse as independent accountants
for the Company for the fiscal year ending January 31, 1999; and
4. transacting such other business as may properly come before the meeting.
Shareholders of record at the close of business on April 21, 1998, will be
entitled to vote at the meeting.
By order of the board of directors,
/s/ ROGER G. SISSON
Roger G. Sisson
Secretary
May 18, 1998
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN ORDER THAT YOUR SHARES WILL BE
VOTED. A RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 3
(GENESCO LOGO)
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, JUNE 17, 1998
The board of directors of Genesco Inc. ("Genesco" or the "Company") is
furnishing this proxy statement in connection with its solicitation of proxies
to be voted at the annual meeting of shareholders to be held at the offices of
the Company, beginning at 10:00 a.m. on Wednesday, June 17, 1998, and at any
adjournments thereof, for the purposes set forth in the accompanying notice.
This proxy material was first mailed to shareholders on or about May 18, 1998.
The Company will pay the cost of the proxy solicitation. In addition to this
solicitation by mail, officers, directors and regular employees of the Company
may solicit proxies personally and by mail, telephone or facsimile transmission.
Officers, directors and employees will receive no extra compensation for any
solicitation activities. The Company has retained Georgeson & Co. Inc. for
assistance in the solicitation of proxies and will pay a fee of $8,000 and
reimburse expenses for such assistance. The Company will request that brokers,
nominees, fiduciaries and other custodians forward soliciting material to the
beneficial owners of shares and will reimburse the expenses they incur in doing
so.
All valid proxies received will be voted in accordance with the recommendations
of the board of directors, unless otherwise specified thereon. A shareholder may
revoke a proxy before the proxy is voted at the annual meeting by giving written
notice of revocation to the secretary of the Company, by executing and
delivering a later-dated proxy or by attending the annual meeting and voting in
person the shares the proxy represents.
The board of directors is not aware of any matter to be submitted for
consideration at the annual meeting other than those set forth in the
accompanying notice. If any other matter properly comes before the meeting for
action, persons named as proxies will vote on it in accordance with their best
judgment.
The Company's executive offices are located at Genesco Park, 1415 Murfreesboro
Road, Nashville, Tennessee 37217.
<PAGE> 4
VOTING SECURITIES
The various classes of voting preferred stock and the common stock will vote
together as a single group at the annual meeting.
As of April 21, 1998, the record date for determination of shareholders entitled
to notice of and to vote at the annual meeting, the number of voting shares
outstanding and the number of votes entitled to be cast were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
CLASS OF NO. OF VOTES PER TOTAL
STOCK SHARES SHARE VOTES
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Subordinated Serial Preferred Stock:
$2.30 Series 1 37,128 1 37,128
$4.75 Series 3 19,369 2 38,738
$4.75 Series 4 16,412 1 16,412
$1.50 Subordinated Cumulative Preferred Stock 83,147 1 83,147
Employees' Subordinated Convertible Preferred
Stock 30,017 1 30,017
Common Stock 25,988,138 1 25,988,138
==================================================================================
</TABLE>
A majority of the votes entitled to be cast on a matter constitutes a quorum for
action on that matter. Once a share is represented at the meeting, it is deemed
present for quorum purposes for the remainder of the meeting. A plurality of the
votes cast is necessary for the election of directors. The appointment of
auditors will be ratified if the votes cast in favor of ratification exceed
those cast against it. The proposed amendment to the Company's Restated Charter
will be approved if the votes cast in favor of approval exceed those cast
against it by the holders of the common stock, voting separately as a class, and
by the holders of all voting securities, voting together as a single class.
Abstentions and shares represented at the meeting but not voted on a particular
matter due to a broker's lack of discretionary voting power ("broker non-votes")
are counted for quorum purposes but are not counted as votes cast for or against
the election of directors, the amendment to the Restated Charter or the
ratification of the appointment of auditors and thus will not affect the outcome
of the vote on any of those matters. All the matters on the agenda for the
meeting are routine matters as to which, under applicable New York Stock
Exchange rules, a broker will have discretionary authority to vote if
instructions are not received from the client at least 10 days prior to the
annual meeting.
3
<PAGE> 5
ELECTION OF DIRECTORS
Eight directors are to be elected by shareholders to hold office until the next
annual meeting of shareholders and until their successors are elected and
qualify. All nominees are presently serving as directors and all have consented
to serve if re-elected. The shares represented by valid proxies will be voted
FOR the election of the following nominees, unless the proxies specify
otherwise. If any nominee becomes unable or unwilling to serve prior to the
annual meeting, the board of directors will reduce the number of directors
comprising the board, pursuant to the Company's bylaws, or the proxies will be
voted for a substitute nominee recommended by the board of directors.
INFORMATION CONCERNING NOMINEES
The names, ages and principal occupations of the nominees and certain
information regarding their business experience are set forth below:
DAVID M. CHAMBERLAIN, 54, Chairman of Genesco. Mr. Chamberlain was elected
chairman as of February 1, 1995. Mr. Chamberlain served as president of the
Company from October 1994 until October 1996 and as chief executive officer from
October 1994 until January 1997. In March 1998, he became president, chief
executive officer and a director of L. Kee & Co., a California based textile
importer. Mr. Chamberlain joined Shaklee Corporation, a manufacturer and
marketer of consumer products, in 1983 as president and chief operating officer,
and served as chief executive officer from 1985 until 1993. He was chairman of
Shaklee Corporation from 1989 until May 1994, when he became a partner in
Consumer Focus Partners, a California venture capital firm. He has been a
director of Genesco since 1989. Mr. Chamberlain is also a director of Wild Oats
Markets, Inc. and Payless Cashways, Inc.
W. LIPSCOMB DAVIS, JR., 66, Partner, Hillsboro Enterprises. Mr. Davis has been a
principal of Hillsboro Enterprises, an investment partnership, and of its
corporate predecessor since 1960. He has been a director of Genesco since 1988.
He is also a director of American General Corp., SunTrust Bank Nashville, N.A.
and Thomas Nelson, Inc.
JOEL C. GORDON, 69, Chairman, Cardiology Partners of America. Mr. Gordon was
named chairman of Cardiology Partners of America, a physician practice
management company specializing in cardiology practices on a national basis, in
February 1997. He was chairman of the board of Surgical Care Affiliates from its
founding in 1982 until 1996 and served as its chief executive officer from 1987
until 1996. Mr. Gordon was a founder and served as president and vice-chairman
4
<PAGE> 6
of the board of General Care Corp., an owner and operator of general acute care
hospitals, from 1969 until its sale to Hospital Corporation of America in 1980.
He has been a director of Genesco since 1992. Mr. Gordon is also a director of
Sun-Trust Bank Nashville, N.A., HealthSouth Corporation, Cardiology Partners of
America and Medsynergies Inc.
BEN T. HARRIS, 54, President and Chief Executive Officer of Genesco. Mr. Harris
joined the Company in 1967 and was named manager of the leased department
division of Genesco's Jarman Shoe Company in 1980. In November 1991, he became
president of the Jarman Shoe Company and in December 1994, president of the
Company's retail division. In February 1996, he was named executive vice
president -- operations of the Company. He became president and chief operating
officer in October 1996 and assumed his present position in February 1997.
KATHLEEN MASON, 49, President of the HomeGoods division of The TJX Companies,
Inc. Ms. Mason, who joined Genesco's board in 1996, was named president of the
HomeGoods division of The TJX Companies, Inc., an apparel and home fashion
retailer, in 1997. She was employed by Cherry & Webb, a women's apparel
specialty chain, from 1987 until 1992, as executive vice president, then until
1997 as chairman, president and chief executive officer. Her previous business
experience includes senior management positions with retailers May Company, The
Limited Inc. and the Mervyn's Stores division of Dayton-Hudson Corp.
WILLIAM A. WILLIAMSON, JR., 62, Private Investor. Mr. Williamson was employed
from 1958 to 1992 by Durr-Fillauer Medical, Inc., a distributor of
pharmaceuticals, drug store sundries and medical, surgical and veterinary
products, and became chief executive officer of that company in 1974 and
chairman in 1981. He has been a director of Genesco since 1989. Mr. Williamson
is also a director of Dunn Investment Company.
WILLIAM S. WIRE II, 66, Retired Chairman and Chief Executive Officer of
Genesco. Mr. Wire joined the Company in 1962, was elected a vice president in
1971, senior vice president -- finance in 1984 and vice chairman and a director
in 1985. He was elected president and chairman in 1986, served as chief
executive officer from 1986 until 1993 and retired as chairman in 1994. Mr. Wire
is also a director of First American Corporation, First American National Bank
and Dollar General Corporation.
GARY M. WITKIN, 49, President and Chief Executive Officer, Service Merchandise
Co., Inc. Mr. Witkin is a director and president and chief executive officer of
Service Merchandise Co., Inc., a major retailer of fine jewelry and brand-name
5
<PAGE> 7
home products. He was a director, president and chief operating officer of that
company from November 1994 to March 1997. He was a director and vice chairman of
Sak's Fifth Avenue from 1992 until 1994. Mr. Witkin was elected to Genesco's
board in December 1996.
John Diebold, a director of the Company since 1969, will leave the board of
directors on the date of the annual meeting, in accordance with the board's
retirement policy. Harry D. Garber, a director since 1976, died in April 1998.
BOARD COMMITTEES AND MEETINGS
The board of directors met seven times during the fiscal year ended January 31,
1998 ("Fiscal 1998"). No director was present at fewer than 75% of the total
number of meetings of the board of directors and the committees of the board on
which he served during Fiscal 1998. A description of each board committee and
its membership follows.
AUDIT COMMITTEE
Members: Joel C. Gordon (chairman), W. Lipscomb Davis, Jr., Harry D.
Garber and Kathleen Mason
The audit committee met four times in Fiscal 1998. The functions of the audit
committee are (i) to serve as the primary means of communication between the
board of directors and both the independent accountants and the internal audit
function, (ii) to assist and make recommendations to the board of directors in
fulfilling its responsibilities relating to the Company's accounting, financial
reporting and internal accounting control policies and practices, (iii) to
review with the independent accountants and the internal audit function the
scope of the annual audit plan, the results of the annual audit and the adequacy
of the Company's internal accounting controls, (iv) to make recommendations to
the board of directors with respect to the selection of independent accountants,
(v) to review any non-audit services rendered by the independent accountants,
(vi) to approve the fees payable to the independent accountants, (vii) to
monitor compliance with the Company's business ethics and legal compliance
policies and (viii) to engage independent accountants and other professional
advisors to conduct such special reviews or studies as the committee deems
appropriate in fulfilling its responsibilities.
6
<PAGE> 8
NOMINATING COMMITTEE
Members: W. Lipscomb Davis, Jr. (chairman), David M. Chamberlain, John
Diebold and William S. Wire II
The nominating committee met two times in Fiscal 1998. The function of the
nominating committee is to make recommendations to the board of directors with
respect to (i) the size of the board of directors, (ii) candidates for election
to the board of directors, (iii) the designation of committees of the board of
directors, their functions and members and (iv) the succession of the executive
officers of the Company. The nominating committee will consider for nomination
as directors qualified nominees recommended by shareholders, who may submit
recommendations to the committee in care of the secretary of the Company, giving
in detail the qualifications and experience of the persons so recommended.
COMPENSATION COMMITTEE
Members: William A. Williamson, Jr. (chairman), John Diebold, Joel C.
Gordon and Gary M. Witkin
The compensation committee met three times in Fiscal 1998. The functions of the
compensation committee are (i) to approve the compensation of the officers of
the Company, (ii) to review the salary ranges applicable to other employees of
the Company whose base annual salary is at the rate of $125,000 or more, (iii)
to make recommendations to the board of directors with respect to the
compensation of directors, (iv) to review and provide assistance and
recommendations to the board of directors with respect to (a) management
incentive compensation plans and (b) the establishment, modification or
amendment of any employee benefit plan (as that term is defined in the Employee
Retirement Income Security Act of 1974) to the extent that action by the board
of directors is required, (v) to serve as the primary means of communication
between the administrator of the Company's employee benefit plans and the board
of directors and (vi) to administer the Company's 1996 Stock Incentive Plan, the
1987 Stock Option Plan and the Employee Stock Purchase Plan.
7
<PAGE> 9
FINANCE COMMITTEE
Members: Harry D. Garber (chairman in Fiscal 1998), David M. Chamberlain
(committee member and acting chairman since April 28, 1998),
Kathleen Mason, William A. Williamson, Jr. and William S. Wire II
The finance committee met four times in Fiscal 1998. The functions of the
finance committee are (i) to review and make recommendations to the board with
respect to (a) the establishment of bank lines of credit and other short-term
borrowing arrangements, (b) the investment of excess working capital funds on a
short-term basis, (c) significant changes in the capital structure of the
Company, including the incurrence of long-term indebtedness and the issuance of
equity securities, (d) the declaration/omission of dividends and (e) the annual
capital expenditure and charitable contribution budgets; (ii) to serve as the
primary means of communication between the board of directors and the investment
committee, the trustees of the Genesco Restricted Investments Pension Trust and
the chief financial officer of the Company regarding the activities of such
committee, trustees and officers with respect to certain of the Company's
employee benefit plans (as that term is defined in the Employee Retirement
Income Security Act of 1974) and (iii) to appoint, remove and approve the
compensation of the trustees under any employee benefit plan.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive a retainer of $15,000 a
year and a fee of $750 for each board or committee meeting attended in person or
$500 for each meeting by telephone. Each committee chairman receives an
additional $2,000 a year. Directors who are full-time Company employees do not
receive any compensation for serving as directors. The Company also pays the
premiums for non-employee directors on $50,000 of coverage under the Company's
group term life insurance policy plus additional cash compensation to offset
taxes on their imputed income from such premiums.
The 1996 Stock Incentive Plan (the "Plan") provides for the issuance to
directors who are not employees of the Company of up to 100,000 shares of common
stock, subject to adjustment in certain circumstances. The Plan provides for the
automatic issuance of shares of common stock valued at $15,000 to a newly
elected non-employee director on the date of the first annual meeting at which
he is elected a director and to each non-employee director at three-year
intervals beginning this year. The shares are subject to restrictions on
transfer and, with certain exceptions, to forfeiture if the director's service
terminates during the three
8
<PAGE> 10
years following the date of grant. The Plan also permits non-employee directors
to elect to exchange all or part of their annual retainers for shares of
restricted stock at 75% of fair market value. Such shares are subject to
restrictions on transfer for five years and to forfeiture if the director's
service terminates before the retainer represented by such shares is earned. As
of April 30, 1998, 22,545 shares of common stock had been issued to non-employee
directors pursuant to the Plan, of which 3,768 had been forfeited, leaving
79,230 shares available for future grants.
9
<PAGE> 11
SECURITY OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL SHAREHOLDERS
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of the entities which, according to
the most recent filings of Schedules 13D and 13G and amendments thereto, as
applicable, by the beneficial owners as of the record date for this meeting, own
beneficially more than 5% of the various classes of voting securities described
on page 3 taken as a single voting group. Percentage data is calculated on
outstanding shares at April 21, 1998.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
NAME AND ADDRESS CLASS OF NO. OF PERCENT OF
OF BENEFICIAL OWNER STOCK SHARES CLASS
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
EnTrust Capital Inc.(1) Common 2,559,041 9.8%
Eagle Asset Management, Inc.(2) Common 2,643,860 10.1%
=============================================================================
</TABLE>
(1) Address: 650 Madison Avenue, New York, New York 10022. Number of shares from
Schedule 13G filed on January 30, 1998.
(2) Address: 880 Carillon Parkway, St. Petersburg, Florida 33776. Number of
shares from an amendment to Schedule 13G filed on March 13, 1998. Eagle
Asset Management, Inc. has advised the Company that it has since reduced its
level of beneficial ownership to less than 10% of the Company's outstanding
common stock.
10
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 21, 1998, regarding the
beneficial ownership of the Company's common stock by each of the Company's
current directors, the persons required to be named in the Company's summary
compensation table appearing elsewhere in the proxy statement and the current
directors and executive officers as a group. None of such persons owns any
equity securities of the Company other than common stock, except that one member
of the "Current Directors and Executive Officers as a Group" category owns 72
shares of the Employees' Subordinated Convertible Preferred Stock. See "VOTING
SECURITIES."
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
NAME NO. OF SHARES(1)
- -----------------------------------------------------------------------------------
<S> <C> <C>
David M. Chamberlain 1,259,998(2)
W. Lipscomb Davis, Jr. 58,384(3)
John Diebold 16,890
Harry D. Garber 15,635
Joel C. Gordon 50,323(4)
Ben T. Harris 173,085(5)(6)
Kathleen Mason 4,738
William A. Williamson, Jr. 109,636
William S. Wire II 19,532
Gary M. Witkin 3,616
T. Neale Attenborough 3,423(5)
James S. Gulmi 189,796(5)
Fowler H. Low 81,100(5)
Current Directors and Executive Officers as a Group (18
Persons) 2,273,395(5)(7)
===================================================================================
</TABLE>
(1) Each director and officer owns less than 1% of the outstanding shares of the
Company's common stock, except for Mr. Chamberlain, who owns 4.8% of such
shares.
(2) Includes 339,500 shares held by Mr. Chamberlain jointly with his wife, as
trustees of a family trust, and 70,000 shares held by their daughters. Also
includes 642,100 shares which may be purchased within 60 days upon exercise
of options granted in connection with Mr. Chamberlain's election as
president of the Company and under the Company's 1987 Stock Option Plan and
1996 Stock Incentive Plan, and 200,000 restricted shares granted to Mr.
Chamberlain under the 1996 Stock Incentive Plan, which are subject to
transfer restrictions and to forfeiture under certain circumstances, but
which Mr. Chamberlain is entitled to vote.
11
<PAGE> 13
(3) Includes 10,000 shares of Common Stock owned by Mr. Davis' mother, for whom
he holds power of attorney. Mr. Davis disclaims beneficial ownership of such
shares.
(4) Includes 10,750 shares owned by Mr. Gordon's wife.
(5) Includes (i) with respect to Messrs. Harris, Gulmi and Low 157,500, 180,371
and 72,000 shares, respectively, which may be purchased within 60 days upon
exercise of options granted to them under the Company's stock option plans
and (ii) with respect to all current executive officers, a total of
1,198,848 shares which may be purchased within 60 days upon exercise of
options under such plans.
(6) Includes 13,585 shares owned by Mr. Harris jointly with his wife and 2,000
shares held by their daughters, for which Mr. Harris disclaims beneficial
ownership.
(7) Constitutes approximately 8.7% of the outstanding shares of the Company's
common stock.
COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Such officers,
directors and shareholders are required by SEC regulations to furnish the
Company with copies of all such reports that they file. Based solely on a review
of copies of reports filed with the SEC and of written representations by
officers and directors, all persons subject to the reporting requirements of
Section 16(a) filed the required reports on a timely basis.
12
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation earned by or
awarded or paid to the chief executive officer and each of the other four most
highly compensated executive officers employed by the Company at January 31,
1998 (together, the "named executive officers") for each of fiscal 1996, 1997,
and 1998.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING
FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS
NAME AND PRINCIPAL POSITION AT JANUARY 31, 1998 YEAR ($) ($) ($) ($) (#) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
David M. Chamberlain 1998 377,425 399,000 101,145(2) -- -- 865,191(3)
Chairman 1997 376,969 212,851 156,456(2) 600,000(4) 292,100 --
1996 375,000 500,000 200,205(2) -- 150,000 --
Ben T. Harris 1998 325,456 126,140 -- -- 64,420 --
President and Chief 1997 251,477 176,615 -- -- 196,000 --
Executive Officer 1996 200,000 181,264 -- -- -- --
T. Neale Attenborough 1998 258,535 109,000 -- -- 55,500 --
Executive Vice 1997 241,969 48,075 -- -- 146,000 --
President (resigned 1996 200,000 61,320 -- -- -- --
effective January 31, 1998)
James S. Gulmi 1998 231,202 52,450 -- -- 36,035 --
Senior Vice 1997 221,969 68,745 -- -- 87,071 --
President -- Finance 1996 208,333 290,927 -- -- -- --
and Chief Financial Officer
Fowler H. Low 1998 252,257 148,635 -- -- -- --
Senior Vice President 1997 251,969 116,500 -- -- 78,250 --
1996 240,000 239,232 -- -- -- --
================================================================================================================================
<CAPTION>
- ----------------------------------------------- ---------------
ALL OTHER
COMPENSATION(1)
NAME AND PRINCIPAL POSITION AT JANUARY 31, 1998 ($)
- ----------------------------------------------- ---------------
<S> <C>
David M. Chamberlain --
Chairman --
--
Ben T. Harris --
President and Chief --
Executive Officer 1,890
T. Neale Attenborough --
Executive Vice --
President (resigned --
effective January 31, 1998)
James S. Gulmi --
Senior Vice --
President -- Finance --
and Chief Financial Officer
Fowler H. Low 75,418
Senior Vice President 78,000
--
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts shown in this column reflect the value of amounts paid by the
Company with respect to life insurance policies. The amounts shown for Mr.
Low are lump sum premium payments made pursuant to a 1989 agreement, plus an
additional payment to reimburse federal income taxes payable with respect to
the premiums.
(2) Fiscal 1998 includes reimbursement of $12,481 for personal commuting
expenses, $17,325 for housing and miscellaneous expenses of living in
Nashville and $22,100 for tax planning and reimbursement of $47,608 for
federal and state taxes on the imputed income from such reimbursements.
Fiscal 1997 includes reimbursement of $41,678 for personal commuting
expenses and $35,585 for housing and miscellaneous expenses of living in
Nashville and reimbursement of $77,572 for federal and state taxes on the
imputed income from such reimbursements. Fiscal 1996 includes reimbursement
of $64,609 for personal commuting expenses, $30,000 for housing in Nashville
and $99,490 in tax reimbursements.
(3) The first increment of 66,667 shares of restricted stock awarded to Mr.
Chamberlain as described in footnote (4) below, and 4,000 shares of director
restricted stock granted to him in fiscal 1995 vested during fiscal 1998.
The value reflected in this column is calculated on the basis of the closing
prices of the Company's Common Stock on the NYSE on the dates vesting
occurred.
(4) In fiscal 1997, Mr. Chamberlain received a grant of 200,000 shares of
restricted stock subject to forfeiture as to 66,667 shares if he ceased to
serve the Company as chairman or in such other capacity as the board may
request (the fiscal 1997 grant reflected in the table above, now vested)
and, as to half the balance, if certain performance objectives and continued
service requirements are not met during each of fiscal 1999 and 2000. Based
on the closing price of the Company's Common Stock on the NYSE on January
30, 1998, and ignoring the risk of forfeiture and transfer restrictions, the
unvested shares had an aggregate market value of $1,616,663 on that date.
Mr. Chamberlain may vote these shares.
13
<PAGE> 15
OPTION GRANTS IN FISCAL 1998
The following table sets forth information regarding stock options granted to
the named executive officers in Fiscal 1998. No stock appreciation rights were
granted by the Company in Fiscal 1998. The potential realizable values shown in
the table are hypothetical, have not been discounted to reflect their present
value and are not intended as a forecast of future stock price appreciation. Any
gains which may be realized upon exercise of such options will depend upon the
actual market price of the Company's Common Stock on the date the option is
actually exercised.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION 10 YEARS
NAME GRANTED(#) FISCAL YEAR ($ PER SHARE) DATE 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David M. Chamberlain -- -- N/A N/A -- --
Ben T. Harris 64,420(1) 17.1 9.625 2/25/07 389,947 988,183
T. Neale Attenborough 35,500(1) 9.4 9.625 2/25/07 214,889 554,562
20,000(2) 5.3 12.75 10/28/07 160,368 406,404
James S. Gulmi 26,035(1) 6.9 9.625 2/25/07 157,595 399,371
10,000(2) 2.6 12.75 10/28/07 80,184 203,202
Fowler H. Low -- -- N/A N/A -- --
=======================================================================================================
</TABLE>
(1) These options were exchanged for all or part of the named executive
officer's target bonus potential under the Company's 1998 Management
Incentive Compensation Plan for options at one-half their value determined
under the Black-Scholes method. These options will become exercisable in
March 1999 and are subject to early termination upon the executive's ceasing
to be employed by the Company.
(2) Exercisable in four equal annual installments beginning on the first
anniversary of the grant date, and are subject to earlier termination upon
termination of the grantee's employment.
The stock option grants were made under the Company's 1996 Stock Incentive Plan.
The option price per share under the Plan may not be less than the fair market
value of the Company's Common Stock (the closing price of the stock on the NYSE)
on the date the option is granted or the most recent previous trading date. Plan
options may not be exercised during the first twelve months after the date of
grant. Thereafter, options may be exercised as determined by the compensation
committee of the board of directors. All the options will vest and become
exercisable upon a change of control as described under "Employment Contracts,
Change of Control Arrangements and Severance Agreement" below.
14
<PAGE> 16
AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND YEAR END OPTION VALUES
The following table sets forth information concerning (i) stock options
exercised during fiscal 1998 by the named executive officers, (ii) the number of
shares subject to unexercised options held by such persons at January 31, 1998,
indicating those currently exercisable and those not yet exercisable and (iii)
the value of such unexercised options on January 31, 1998. The values of
unexercised options are calculated by subtracting the exercise price from the
closing market price of the Common Stock on the NYSE on January 30, 1998
($12.125). In-the-money options are those whose exercise price is below market
value.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR-END(#) FISCAL YEAR-END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David M. Chamberlain -- -- 500,000 142,100 3,874,500 1,065,750
Ben T. Harris -- -- 74,000 246,920 528,156 1,202,425
T. Neale Attenborough 33,250 285,864 8,000 202,250 81,000 1,104,344
James S. Gulmi -- -- 122,050 132,856 1,121,281 783,089
Fowler H. Low 80,500 754,341 16,100 88,150 160,388 695,175
=================================================================================================================
</TABLE>
PENSION PLAN
The following table shows the estimated annual benefits calculated under the
Genesco Retirement Plan formula at normal retirement (age 65) as a straight life
annuity, disregarding the Internal Revenue Code limitations on annual benefit
payments under the Plan (currently $125,000). The pension benefits shown are not
subject to any deduction for social security or other offset amounts. The table
assumes that the compensation was a level amount for the entire period.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
LEVEL OF
ANNUAL YEARS OF SERVICE AT RETIREMENT
COMPENSATION 15 20 25 30 35
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$125,000 $ 18,813 $ 30,691 $ 47,351 $ 70,718 $103,491
150,000 23,908 39,004 60,177 89,873 131,523
175,000 29,004 47,317 73,002 109,027 159,553
200,000 34,100 55,630 85,828 128,182 187,585
225,000 39,195 63,943 98,654 147,337 215,617
250,000 44,291 72,256 111,479 166,491 243,648
300,000 54,482 88,882 137,130 204,800 299,711
350,000 64,673 105,508 162,781 243,109 355,774
400,000 74,864 122,134 188,431 281,417 411,835
450,000 85,056 138,760 214,083 319,727 467,898
500,000 95,247 155,386 239,734 358,036 523,962
===================================================================
</TABLE>
15
<PAGE> 17
The Genesco Retirement Plan is a noncontributory, qualified pension plan. Prior
to December 31, 1995, it provided retirement benefits to eligible participants
based on a formula taking into consideration the average of the 10 highest
consecutive years' earnings of the participant, years of benefit service and
other factors.
The years of benefit service of the persons named in the Summary Compensation
Table are: David M. Chamberlain -- 3 years; Ben T. Harris -- 30 years; T. Neale
Attenborough -- 4 years; James S. Gulmi -- 26 years; and Fowler H. Low -- 35
years. The earnings of such persons for purposes of computing benefits under the
Plan are substantially the same as set forth in the Summary Compensation Table
in the salary and annual bonus columns, except that the Internal Revenue Code
limits to $160,000 the amount of a person's annual earnings which may be taken
into account in calculating benefits under the Plan during the calendar year
1997. A participant has no vested benefits under the plan until he has five
years' service with the Company.
As of January 1, 1996, the Retirement Plan was amended to establish a cash
balance formula. Benefits earned prior to that date under the 10-year average
formula were preserved as of that date. Under the new formula, each eligible
participant's account is credited with an amount equal to 4% of his annual
compensation plus an additional 4% of such compensation in excess of the Social
Security taxable wage base ($65,400 in 1997). The Internal Revenue Code limits
to $160,000 the amount of salary which may be taken into account in calculating
Plan benefits in 1997. Taking into account the preserved benefit under the Plan
prior to amendment and the projected total benefit under the amended Plan, and
assuming that the participant's accrued benefits at normal retirement are taken
in the form of an annuity, the estimated annual benefit payable for each named
executive officer at retirement is as follows: David M. Chamberlain -- $5,561;
Ben T. Harris -- $57,130; T. Neale Attenborough -- $14,844; James S. Gulmi --
$76,095 and Fowler H. Low -- $73,278.
EMPLOYMENT CONTRACTS, CHANGE OF CONTROL ARRANGEMENTS, AND SEVERANCE AGREEMENT
Messrs. Harris, Gulmi and Low are parties to employment protection agreements.
The agreements become effective only in the event of a change of control, which
will be deemed to have occurred if a person or group acquires securities
representing 20% or more of the voting power of the Company's outstanding
securities or if there is a change in the majority of directors in a contested
election. Each agreement provides for employment by the Company for a term of
three years following a change of control. The executive is to exercise
authority and perform duties commensurate with his authority and duties
immediately prior to the effec-
16
<PAGE> 18
tive date of the agreement. He is also to receive compensation (including
incentive compensation) during the term in an amount not less than that which he
was receiving immediately prior to the effective date. If the executive's
employment is actually or constructively terminated by the Company without cause
during the term of the agreement, the executive will be entitled to receive a
lump-sum severance allowance equal in Mr. Harris' case to three times and in the
case of the other named executive officers to twice the compensation and
benefits he would otherwise receive under the agreement for the remainder of the
term, plus reimbursement for any excise tax owed thereon and for taxes payable
by reason of the reimbursement.
All stock options granted by the Company under the Company's stock option plans
become immediately vested and exercisable upon a change of control as defined in
the stock option agreements entered into with each optionee, provided that at
least one year has elapsed since the date the option was granted. The definition
of change of control in the stock option agreements is substantially the same as
in the employment protection agreements described above.
Mr. Attenborough and the Company are parties to an agreement whereby he resigned
as executive vice president of the Company on January 31, 1998 and ceased to be
employed by the Company on March 31, 1998. He will receive severance payments
equal to one year's salary. Additionally, he will serve as a consultant to the
Company until September 30, 1998 and will be provided secretarial assistance and
office space until July 31, 1998. He will be paid a consulting fee totaling
$186,667.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
The compensation committee (the "Committee") of Genesco's board of directors has
general oversight responsibility for the compensation of the Company's executive
officers. See "Election of Directors -- Compensation Committee" for a detailed
description of the functions of the Committee. The Committee is currently
composed of the four directors named at the end of this report, none of whom are
employees of the Company.
The compensation policies of the Company are designed to attract and retain
qualified key management personnel and to provide motivation and reward for
achievement of the operating and strategic goals and objectives of the Company.
The Committee also seeks to increase key management's ownership of the Company's
common stock, with the goal of better aligning management's interests
17
<PAGE> 19
with those of the Company's shareholders. It is the Company's policy to pay
competitive base salaries and to provide executive officers with the
opportunity, through annual cash incentive compensation, to earn above-average
total cash compensation based on the achievement of outstanding results. The
principal components of Genesco's executive compensation program currently are
base salary, annual cash incentive compensation and stock options.
Base Salary
It is the Company's general policy to pay competitive base salaries to its
executive officers. Salary ranges are established for each executive officer's
position, the mid-points of which approximate the median base salary ranges for
positions of similar scope, complexity and responsibility in companies with
comparable sales volume. The Committee annually reviews and, if appropriate,
adjusts executive officers' salary ranges after considering the advice of
nationally-recognized, independent compensation consultants. The principal
comparative data underlying the consultants' advice to the Committee is limited
neither to companies in the specific industries in which the Company competes
nor to the companies included in the S&P weighted average industry index
included in the stock performance graph. The Committee believes that the Company
competes with employers outside the specific industries in which it does
business to hire and retain qualified executives. In making individual base
salary decisions, the Committee may consider, in addition to relevant market
survey data, a mix of factors, including (i) the executive's experience,
management and leadership ability and technical skills; (ii) the executive's
compensation history; (iii) corporate or, if appropriate, operating unit
performance and (iv) individual performance. While the Committee typically gives
greater weight to the objective, market survey data, the weight to be given to
the more subjective factors in particular cases is within the Committee's
discretion.
Annual Incentive Compensation
Executive officers participate in Genesco's annual management incentive
compensation plan, which is designed to retain and motivate management and to
focus its attention on the achievement of the Company's annual operating plan
and identified, strategic objectives. The Committee reviews and adopts each
year's plan.
Plan participants are selected by the chief executive officer, who is not
eligible to participate in the plan. Approximately 50 management employees
including all executive officers except the chief executive officer participated
in the plan for
18
<PAGE> 20
Fiscal 1998; a similar number of management employees are participants in Fiscal
1999.
Under the Fiscal 1998 plan, executive officers were eligible to receive a
fraction or multiple of a target award equal to as much as 50% of their base
salaries. Participants who were heads of the Company's operating divisions were
eligible to earn cash awards in amounts determined 50% on the basis of earnings
and asset utilization goals for their respective divisions set by the chief
executive officer during the first quarter of the fiscal year, 25% on the basis
of earnings and asset utilization goals for the entire Company and 25% on the
basis of individual strategic goals agreed upon by the participant and the chief
executive officer during the first quarter of the fiscal year. Other
participants' awards were determined 75% on the basis of corporate earnings and
asset utilization goals and 25% on the basis of individual strategic goals
similarly agreed with the chief executive officer. As discussed below,
participants' achievement of earnings and asset utilization goals is objectively
measurable. Specific goals were established by the chief executive officer,
based primarily upon the Company's annual operating plan. Achievement of
individual strategic goals was determined by the chief executive officer based
upon a year-end review of the participant's performance.
Applicable earnings and asset utilization goals for each participant were
specified as a range. If the applicable minimum earnings and asset utilization
goals were achieved, the amount of the award earned by the participant was at
least 80% of a predetermined target award payable for a specified level of
results within the range. Multiples of the award, up to a maximum of three times
the target, were payable for operating results above the target level. No
portion of the award for achievement of individual strategic goals was
ordinarily to be paid unless some portion of the applicable award for operating
results was earned, although the plan authorized the Committee to make
exceptions for extraordinary strategic successes upon the recommendation of the
chief executive officer. No exceptions were made under the Fiscal 1998 plan. An
operating division president could not earn a greater percentage of the maximum
award for corporate earnings and asset utilization goals than for his business
unit's operating results. The Committee was permitted to adjust the operating
goals of an individual operating division during the course of the year to
reflect unusual or nonrecurring charges or credits to earnings, changes in
accounting principles and other factors not considered in establishing the goals
in question. Awards totaling $2,508,338 and averaging approximately 1.7 times
the target were paid out under the Fiscal 1998 plan.
The Fiscal 1999 plan is essentially the same as the Fiscal 1998 plan, except
that the maximum award is no longer limited to three times the target award. The
19
<PAGE> 21
Fiscal 1999 plan provides that up to four times the target award will be
payable, if earned, in 1999, while any award in excess of four times the target
will be deferred for two years, and will be subject to forfeiture if the
participant voluntarily resigns from employment with the Company or is
terminated for cause during that period. The Committee believes that the
amendment will remove any disincentive to maximize performance in Fiscal 1999,
and will serve as an incentive for retention of key employees whose outstanding
performance may attract the attention of the Company's competitors.
To encourage stock ownership by key management employees, the Committee
continued a program in Fiscal 1998 that had begun the previous year allowing the
chief executive officer and certain other executive officers to elect to receive
part or all of their target awards under the Fiscal 1998 plan in the form of
non-qualified stock options. As of the grant date, February 25, 1997, the
participants were permitted to elect irrevocably to relinquish all or a portion
of the target award under the plan in exchange for a ten year option to purchase
shares of common stock at its closing price as reported on the New York Stock
Exchange on the grant date. The number of shares underlying each such option was
determined by dividing the amount of the target award relinquished by an amount
equal to one half the value of the option, calculated by the Black-Scholes
option pricing model, as of the grant date, or $3.38 per share in the Fiscal
1998 program. (Like any economic model, the Black-Scholes option pricing model
produces different results depending upon the assumptions made in applying it.
The Black-Scholes option value is based on the assumption that the option is
exercised on the last day of its term and on certain other assumptions regarding
the volatility of the Company's stock, the lack of a dividend yield and an
appropriate risk-free rate of return. No discount has been taken to reflect the
risk of termination of employment, either before or after the option becomes
exercisable. Because many of the relevant factors are impossible to foresee with
certainty, the valuation used in this instance is merely a good-faith estimate
and does not necessarily reflect the actual present value of the grants.) The
option is to become exercisable one year from the date on which entitlement to
the award under the plan for Fiscal 1998 was determined by the Company, subject
to the participant's continued employment. If the participant dies, retires or
becomes disabled or if his employment by the Company is terminated without cause
after determination of his entitlement to the award or his relinquishment of
salary to retain the option, as applicable, he or his legal representative may
rescind his participation, relinquish the option and receive the cash
compensation forgone. The Committee has elected not to offer a similar
opportunity to plan participants in Fiscal 1999, as the program used a
20
<PAGE> 22
significant number of the shares otherwise available for grant under the
Company's Stock Incentive Plan.
Stock Options
The Committee believes that granting stock options to selected key executives of
the Company provides them with a strong incentive to make decisions which are in
the long-term best interests of the Company and thus serves to balance the
short-term annual cash incentive component of executive compensation. The
Committee further believes that options tend to align the financial interests of
management with those of the Company's shareholders, since the value of an
option is dependent upon improvement in the Company's performance and the
recognition of that improved performance in the market for the Company's common
stock. Options are granted with an exercise price equal to or greater than the
fair market value of the stock on the date of grant. Options are typically
granted to executive officers and other key employees on an annual basis and
typically become exercisable in installments of 25% of the total number of
shares subject to the options.
In Fiscal 1998, the Committee granted a total of 357,350 options (excluding
those issued in exchange for target bonus, as described above) to 41 employees
other than the chief executive officer.
Options granted under the plan expire ten years after the date of grant.
Staggering the vesting of exercise rights requires the executive to remain
employed by the Company for the entire vesting period to realize fully the gain
on the total number of shares covered by the option. A total of 89 employees of
the Company held options to purchase shares of the Company's common stock as of
April 30, 1998.
Chief Executive Officer Compensation
Mr. Harris assumed the office of chief executive officer, succeeding Mr.
Chamberlain, at the beginning of Fiscal 1998. His compensation for his first
year as president and chief executive officer includes a base salary of
$325,000. The Committee awarded a total bonus of $343,890 for the year, based
upon considerations similar to those underlying the Management Incentive
Compensation Plan for the fiscal year. Mr. Harris also received a grant of
75,000 stock options vesting over four years under the 1996 Stock Incentive Plan
near the end of Fiscal 1997. The compensation package was substantially the same
as Mr. Chamberlain's during his last year as chief executive officer.
21
<PAGE> 23
In February 1998, the Committee adopted a three-year, stock-based incentive
compensation plan for Mr. Harris. Mr. Harris agreed to forego salary increases
and stock option grants during Fiscal 1999, 2000 and 2001. The resulting gap
between his compensation level and competitive practice for the three-year
period -- approximately $2.4 million, according to the Company's independent
compensation consultants -- will be bridged with annual grants of the Company's
common stock, contingent on the achievement of certain defined levels of growth
in the Company's revenues and in its ratio of earnings before interest and taxes
to sales. Each year's grant will be multiplied by a factor between .75 and 1.25,
based on the achievement of certain predetermined goals with respect to the
Company's ratio of assets to sales. Mr. Harris may earn a maximum of 300,000
shares, representing a total of approximately 150% of the gap between
competitive practice and his non-contingent compensation, over the three-year
period. The Committee believes that Mr. Harris's compensation plan reflects a
strong commitment on its part and his to the philosophy of pay for performance
and that, by focusing on sales growth, return on sales and efficient asset
utilization, the plan should reward Mr. Harris for achieving goals of real
long-term significance to the Company and its shareholders.
Tax Deductibility Limit
Section 162(m) of the Internal Revenue Code generally provides that certain
compensation in excess of $1 million per year paid to a company's chief
executive officer and any of its four other highest paid executive officers is
not deductible by a company unless the compensation qualifies for an exception.
This deduction limit generally applies only to compensation that could otherwise
be deducted by a company in a taxable year. The Committee has reviewed the
Company's executive compensation plans and believes that no executive officer of
the Company is likely to be paid compensation not exempt from Section 162(m)
limits exceeding $1 million in Fiscal 1999. The Committee will consider the
requirements of Section 162(m) in authorizing or recommending future executive
compensation arrangements.
By the Committee:
William A. Williamson, Jr., Chairman
John Diebold
Joel C. Gordon
Gary M. Witkin
22
<PAGE> 24
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Company's common stock for the last five fiscal years with the cumulative total
return of (i) the S&P 500 Index and (ii) the S&P Footwear-500. The graph assumes
the investment of $100 in the Company's common stock, the S&P 500 Index and the
S&P Footwear-500 at the market close on January 31, 1993 and the reinvestment
monthly of all dividends.
<TABLE>
<CAPTION>
Base Period Genesco Inc Footwear-500 S&P 500 Index
<S> <C> <C> <C>
Jan. 93 100 100 100
Jan. 94 37.93 75.44 112.88
Jan. 95 19.54 92.91 113.48
Jan. 96 35.63 130.85 157.35
Jan. 97 80.46 248.26 198.80
Jan. 98 111.49 148.46 252.30
</TABLE>
APPROVAL OF AMENDMENT TO RESTATED CHARTER
On February 25, 1998, the board of directors approved and directed that the
shareholders consider an amendment to Article Sixth of the Company's Restated
Charter. The amendment would increase the number of authorized shares of common
stock from 40,000,000 to 80,000,000. If the shareholders approve this proposal,
the amendment will become effective upon the filing of Articles of Amendment
with the Secretary of State of Tennessee, which filing is expected to take place
shortly after the annual meeting. The board of directors believes that it
23
<PAGE> 25
is in the best interest of the Company and all of its shareholders to amend the
Restated Charter as proposed.
Except as set forth below, the relative rights of the holders of common stock
under the Restated Charter would remain unchanged. The first sentence of Article
Sixth of the Restated Charter, as amended by the proposed amendment, is set
forth below.
"The maximum number of shares of stock which the Corporation is
authorized to have outstanding at any time is eighty million
(80,000,000) shares of Common Stock of the par value of one dollar
($1.00) per share (hereinafter sometimes called "Common Stock"); three
thousand seven hundred five (3,705) shares of Cumulative Convertible
Preferred Stock without nominal or par value (hereinafter sometimes
called "Convertible Preferred Stock"); four hundred ninety nine
thousand six hundred ten (499,610) shares of Subordinated Cumulative
Convertible Preference Stock without nominal or par value (hereinafter
sometimes called "Subordinated Preference Stock"); three million
(3,000,000) shares of Subordinated Serial Preferred Stock without
nominal or par value (hereinafter sometimes called "Serial Preferred
Stock"); five million (5,000,000) shares of Subordinated Cumulative
Preferred Stock without nominal or par value (hereinafter sometimes
called "Cumulative Preferred Stock"); and five million (5,000,000)
shares of Employees' Subordinated Convertible Preferred Stock without
nominal or par value (hereinafter sometimes called "Employees'
Preferred Stock")."
The remainder of Article Sixth will remain unchanged.
As of April 21, 1998, there were 25,988,138 shares of common stock issued and
outstanding, 2,400,000 shares reserved for issuance under the Company's 1996
Stock Incentive Plan and 4,918,033 shares reserved for issuance upon conversion
of the Company's 5 1/2% Convertible Subordinated Notes due 2005.
The board of directors considers the proposed increase in the number of
authorized shares of Common Stock desirable because it would give the Company
the necessary flexibility to issue Common Stock in connection with acquisitions,
stock splits or dividends, equity financings, employee compensation and benefit
plans, and for other general corporate purposes. The Company has no definitive
understanding, arrangement, or agreement with respect to the issuance of
additional shares of Common Stock in connection with an acquisition or
otherwise, except as described above.
24
<PAGE> 26
Future issuances of common stock would be at the discretion of the board of
directors without the expense and delay incidental to obtaining shareholder
approval, except as may be required by applicable law or by the rules of any
stock exchange or market on which the Company's securities may then be listed or
authorized for quotation. For example, the New York Stock Exchange, on which the
common stock is listed, currently requires shareholder approval as a
prerequisite to listing shares in several instances, including certain issuances
of shares resulting in an increase in the number of shares of common stock
outstanding by 20% or more.
Holders of common stock have no preemptive rights to subscribe to any additional
securities of any class that the Company may issue. The amendment to the
Restated Charter is not being proposed in response to any effort known by
management to acquire control of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE BY THE HOLDERS OF COMMON STOCK FOR THE
PROPOSED AMENDMENT TO THE RESTATED CHARTER, AND YOUR PROXY WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The board of directors, upon recommendation of its audit committee, has
appointed Price Waterhouse as independent accountants to examine the financial
statements of the Company and its subsidiaries for the Company's fiscal year
ending January 31, 1999. While shareholder ratification of this appointment is
not required by law or by the Company's charter or bylaws, the board believes
that such ratification is desirable. If ratification were not to occur, the
board would consider that fact as it deemed appropriate. A representative of
Price Waterhouse is expected to be present at the annual meeting and will be
given an opportunity to make a statement if he so desires and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THIS APPOINTMENT
AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
PROPOSALS FOR THE 1999 ANNUAL MEETING
Proposals of shareholders intended for inclusion in the proxy material for the
1999 annual meeting of shareholders must be received at the Company's offices at
Genesco Park, P. O. Box 731, Nashville, Tennessee 37202-0731, attention of the
secretary, no later than January 19, 1999.
25
<PAGE> 27
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Notice....................... 1
Voting Securities............ 3
Election of Directors........ 4
Security Ownership of
Officers, Directors and
Principal Shareholders..... 10
Executive Compensation....... 13
Stock Performance Graph...... 23
Approval of Amendment to
Restated Charter........... 23
Ratification of Independent
Accountants................ 25
Proposals for the 1999
Annual Meeting............. 25
</TABLE>
(GENESCO LOGO)
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING
OF SHAREHOLDERS
JUNE 17, 1998
<PAGE> 28
APPENDIX A
GENESCO INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
R THE COMPANY FOR ANNUAL MEETING JUNE 17, 1998
O
X The undersigned hereby constitutes and appoints David M. Chamberlain, Ben
Y T. Harris, and W. Lipscomb Davis, Jr. and each of them, his true and lawful
agents and proxies with full power of substitution in each, to represent
the undersigned at the Annual Meeting of Shareholders of GENESCO INC. to be
held on June 17, 1998, and at any adjournments thereof, on all matters
coming before said meeting.
CHANGE OF ADDRESS: (Comments)
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
(If you have written in the above space,
please mark in the corresponding box on
the reverse side of this card)
You are encouraged to specify your choice by marking the appropriate boxes,
SEE REVERSE SIDE. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations, though you must
sign and return this card if you wish your shares to be voted.
[SEE REVERSE SIDE]
<PAGE> 29
<TABLE>
<CAPTION>
<S> <C> <C>
[X] Please mark your 1469
votes as in this
example.
This proxy when properly executed will be voted in the manner directed herein. If no direction is made, this proxy will be
voted FOR each of the proposals referred to below.
The Board of Directors recommends a vote FOR all proposals.
FOR WITHHELD
1. Election of [ ] [ ]
Directors Nominees: D.M. Chamberlain, W.L. Davis, Jr.,
H.D. Garber, B.T. Harris, K. Mason, J.C. Gordon,
For, except vote withheld from the following nominee(s) W.A. Williamson, Jr., W.S. Wire II and Gary M. Witkin
as indicated below:
_______________________________________________________
FOR AGAINST ABSTAIN
2. Approval of Amendment [ ] [ ] [ ]
to Restated Charter.
3. Ratification of Independent [ ] [ ] [ ]
Accountants
Change of Address/ [ ]
Comments on Reverse Side
By signing, you severe all proxies herebefore given.
SIGNATURE(S)___________________________________________DATE_________________ PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
NOTE: Please sign exactly as name appears herein. Joint owners should each CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If signer is a corporation,
please sign full corporate name by duly authorized officer.
</TABLE>
