<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 28, 2000, at 10:00 a.m. The agenda will include the following
items:
1. electing ten directors;
2. approving an amendment to the 1996 Stock Incentive Plan; and
3. transacting any other business that properly comes before the meeting.
Shareholders of record at the close of business on April 27, 2000, will be
entitled to vote at the meeting.
By order of the board of directors,
/s/ ROGER G. SISSON
Roger G. Sisson
Secretary
May 25, 2000
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY SO 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 28, 2000
The board of directors of Genesco Inc. ("Genesco" or the "Company") is
furnishing this proxy statement in connection with its request for proxies to be
voted at the annual meeting of shareholders. The meeting will be held at the
Company's offices at 10:00 a.m. on Wednesday, June 28, 2000. The notice that
accompanies this statement describes the items on the meeting agenda. This proxy
material was first mailed to shareholders on or about May 25, 2000.
The Company will pay the cost of the proxy solicitation. In addition to this
request, officers, directors and regular employees of the Company may solicit
proxies personally and by mail, facsimile or telephone. They will receive no
extra compensation for any solicitation activities. The Company has retained
Georgeson & Co. Inc. to assist in the proxy solicitation. It will pay Georgeson
a fee of $8,500 and reimburse its expenses. The Company will request brokers,
nominees, fiduciaries and other custodians to forward soliciting material to the
beneficial owners of shares and will reimburse the expenses they incur in doing
so.
All valid proxies will be voted as the board of directors recommends, unless the
proxy card specifies otherwise. 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 does not know of any matter that will be considered at
the annual meeting other than those the accompanying notice describes. If any
other matter properly comes before the meeting, persons named as proxies will
use their best judgment to decide how to vote on it.
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.
April 27, 2000 was the record date for determining who is entitled to receive
notice of and to vote at the annual meeting. On that date, 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 37,083 1 37,083
$4.75 Series 3 19,369 2 38,738
$4.75 Series 4 16,412 1 16,412
$1.50 Subordinated Cumulative Preferred Stock 30,017 1 30,017
Employees' Subordinated Convertible Preferred
Stock 75,088 1 75,088
Common Stock 21,578,325 1 21,578,325
==================================================================================
</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
considered present for quorum purposes for the rest of the meeting. Assuming
enough shares for a quorum, a director will be elected if more votes are cast
for than against election. 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") will be counted for quorum purposes but not as votes
cast for or against the election of directors. The proposed 1996 Stock Incentive
Plan amendment requires approval by a majority of the Company's issued and
outstanding common stock, because of a provision in the Plan. Consequently,
abstentions and broker non-votes will effectively count as votes against
approval. 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.
ELECTION OF DIRECTORS
Ten directors are to be elected at the meeting. They will hold office until the
next annual meeting of shareholders and until their successors are elected and
qualify. All the nominees except Mr. Dale are presently serving as directors and
all have
3
<PAGE> 5
agreed to serve if 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:
LEONARD L. BERRY, Ph.D., 57, Distinguished Professor of Marketing, Texas A&M
University. Dr. Berry has been a professor of marketing at Texas A&M University
since 1982. He is the founding Director of the Center for Retailing Studies,
holds the J.C. Penney Chair in Retailing Studies at Texas A&M and is author of
several books. He is a director of Lowe's Companies, Inc., Hastings
Entertainment, Inc. and Canned Foods, Inc. and became a Genesco director in
1999.
ROBERT V. DALE, 63, Consultant. Mr. Dale has been a business consultant since
1998. He was president of Windy Hill Pet Food Company, a pet food manufacturer,
from 1995 until 1998. Previously, he served as president of Martha White Foods
for approximately six years during the 1970s and again from 1985 to 1994. He was
also president of Beatrice Specialty Products division and a vice president of
Beatrice Companies, Inc., the owner of Martha White Foods. He is a director of
SunTrust Bank Nashville, N.A., CBRL Group, Inc., Nashville Wire Products and
Zatarain's of New Orleans.
W. LIPSCOMB DAVIS, JR., 68, 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, 71, Chairman, Crofton Capital Corporation. Mr. Gordon was named
chairman of Crofton Capital Corporation, a venture capital firm, in February
2000. Previously, he was chairman of Cardiology Partners of America, a physician
practice management company specializing in cardiology practices, from 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 when the Company was acquired by HealthSouth. Mr. Gordon
4
<PAGE> 6
was a founder and served as president and vice-chairman of the board of General
Care Corp., an owner and operator of 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 HealthSouth Corporation and
Vanderbilt University Medical Center.
BEN T. HARRIS, 56, Chairman, 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, chief executive officer in February 1997 and chairman
in November 1999.
KATHLEEN MASON, 51, Retailing Consultant. Ms. Mason, who joined Genesco's board
in 1996, has been a freelance retailing consultant since leaving her position as
president and chief merchandising officer of Filene's Basement, Inc. in 1999.
She was president of the HomeGoods division of The TJX Companies, Inc., an
apparel and home fashion retailer, from 1997 to 1999. 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.
HAL N. PENNINGTON, 62, Executive Vice President and Chief Operating Officer of
Genesco. Mr. Pennington became a member of the Company's board in November 1999,
when he was named to his current position. A Genesco employee since 1961, he was
appointed president of the Johnston & Murphy division in 1997 and became senior
vice president of the Company in 1998. He was president of the Dockers Footwear
division from 1995 until 1997 and Vice President -- Wholesale of Johnston &
Murphy from 1990 until 1995.
WILLIAM A. WILLIAMSON, JR., 64, 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, 68, Retired Chairman and Chief Executive Officer of
Genesco. Mr. Wire joined the Company in 1962, was elected a vice president in
5
<PAGE> 7
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 Dollar General Corporation and American Endoscopy Service,
Inc.
GARY M. WITKIN, 51, Director. Mr. Witkin served as president and chief executive
officer of Service Merchandise Co., Inc., a retailer of jewelry and brand-name
home products from March 1997 until January 1999. Previously, he had been
president and chief operating officer of that company since November 1994. 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.
BOARD COMMITTEES AND MEETINGS
The board of directors met seven times during the fiscal year ended January 29,
2000 ("Fiscal 2000"). 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 or she served during Fiscal 2000. A description of each board committee
and its membership follows.
AUDIT COMMITTEE
Members: Joel C. Gordon (chairman), W. Lipscomb Davis, Jr. and Kathleen
Mason
The audit committee met three times in Fiscal 2000. 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 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), Ben T. Harris and William S.
Wire II
The nominating committee met five times in Fiscal 2000. 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, (iv) the succession of the executive
officers of the Company and (v) board policies and procedures and other matters
of corporate governance. 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), Leonard L. Berry, Joel C.
Gordon and Gary M. Witkin
The compensation committee met two times in Fiscal 2000. 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.
FINANCE COMMITTEE
Members: William S. Wire II (chairman), Ben T. Harris, Kathleen Mason and
William A. Williamson, Jr.
The finance committee met four times in Fiscal 2000. The functions of the
finance committee are (i) to review and make recommendations to the board with
respect
7
<PAGE> 9
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 per
year and a fee of $750 for each board or committee meeting they attend in person
and $500 for each meeting they attend by telephone. Each committee chairman
receives an additional $2,000 a year. 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. Directors who are full-time Company employees
do not receive any extra compensation for serving as directors.
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 proposed amendment to
the Plan would increase the number of shares available for issuance to non-
employee directors by 100,000. See "Approval of Amendment to 1996 Stock
Incentive Plan." 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 or she is elected a director. The
shares are subject to restrictions on transfer and, with certain exceptions, to
forfeiture if the director's service terminates during the three years following
the date of grant. The Plan also provides for an annual grant of options to
purchase 4,000 shares of common stock at the stock's closing price on the New
York Stock Exchange on the grant date. 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
8
<PAGE> 10
five years and to forfeiture if the director's service terminates before the
retainer represented by such shares is earned. As of April 30, 2000, 75,950
shares of common stock had been issued to non-employee directors pursuant to the
Plan, of which 8,473 had been forfeited, leaving 32,523 shares available for
future grants before the proposed amendment is effective. See "Approval of
Amendment to 1996 Stock Incentive Plan."
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 Schedule 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 27, 2000.
<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 1,384,375 6.4%
Eagle Asset Management, Inc.(2) Common 1,987,813 9.2%
=============================================================================
</TABLE>
(1) Address: 650 Madison Avenue, New York, New York 10022. Number of shares
from Schedule 13G amendment filed on February 11, 2000.
(2) Address: 880 Carillon Parkway, St. Petersburg, Florida 33776. Number of
shares from a Schedule 13G amendment filed on January 7, 2000.
10
<PAGE> 12
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 30, 2000, regarding the
beneficial ownership of the Company's common stock by each of the Company's
current directors, the additional nominee for election as a director, 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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
NAME NO. OF SHARES(1)
- -----------------------------------------------------------------------------------
<S> <C>
Leonard L. Berry 8,159
Robert V. Dale 0
W. Lipscomb Davis, Jr. 70,732(2)
Joel C. Gordon 59,848(3)
Ben T. Harris 436,794(4)(5)
Kathleen Mason 17,613
William A. Williamson, Jr. 119,161
William S. Wire II 26,532
Gary M. Witkin 7,616
James S. Gulmi 259,831(4)
Hal N. Pennington 87,185(4)
James W. Boscamp 132,750(4)
Roger G. Sisson 30,500(4)
Current Directors and Executive Officers as a Group (15
Persons) 1,289,153(6)
===================================================================================
</TABLE>
(1) Each director and officer owns less than 1% of the outstanding shares of the
Company's common stock.
(2) Includes 16,000 shares of common stock owned by Mr. Davis' mother, for whom
he holds power of attorney. Mr. Davis disclaims beneficial ownership of his
mother's shares.
(3) Includes 10,750 shares owned by Mr. Gordon's wife.
(4) Includes (i) with respect to Messrs. Harris, Gulmi, Pennington, Boscamp and
Sisson 187,120, 162,043, 53,335, 79,750, and 30,500 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 541,998 shares which may be purchased
within 60 days upon exercise of options under such plans.
(5) Includes 1,000 shares held by Mr. Harris's daughter, for which he disclaims
beneficial ownership.
(6) Constitutes approximately 6% of the outstanding shares of the Company's
common stock.
11
<PAGE> 13
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, except that, due to
a clerical error, Mr. Pennington's Form 4 for the month of February 1999 was
filed on April 7, 1999.
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 29,
2000 (together, the "named executive officers") for each of fiscal 1998, 1999,
and 2000.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION AT FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
JANUARY 29, 2000 YEAR ($) ($) ($) ($) (#) ($)(1) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ben T. Harris 2000 327,346 579,215 -- -- -- 1,103,056 --
Chairman, President and 1999 327,246 193,362 -- -- -- 255,451 --
Chief Executive Officer 1998 325,456 126,140 -- -- 64,420 -- --
James S. Gulmi 2000 250,667 231,154 -- -- 12,000 -- --
Senior Vice 1999 239,500 78,177 -- -- 12,000 -- --
President -- Finance 1998 231,202 52,450 -- -- 36,035 -- --
and Chief Financial Officer
Hal N. Pennington 2000 244,372 154,755 -- -- 75,000 -- --
Executive Vice President 1999 210,872 210,551 -- -- 15,000 -- --
and Chief Operating Officer 1998 195,187 120,243 -- -- 20,650 -- --
James W. Boscamp 2000 229,120 240,000 -- -- 15,000 -- --
Senior Vice President 1999 190,572 13,320 -- -- 12,000 -- --
1998 190,572 104,848 -- -- 10,000 -- --
Roger G. Sisson 2000 158,305 106,400 -- -- 8,000 -- --
Secretary and 1999 149,138 35,520 -- -- 8,000 -- --
General Counsel 1998 140,877 51,870 -- -- 7,000 -- --
================================================================================================================================
</TABLE>
(1) The value, based on the closing price of the Company's common stock on the
grant date, of a grant of 34,344 shares of stock in 1999 and 118,449 shares
of stock in 2000.
13
<PAGE> 15
OPTION GRANTS IN FISCAL 2000
The following table sets forth information regarding stock options granted to
the named executive officers in Fiscal 2000. All the grants will become
exercisable in four equal annual installments beginning on the first anniversary
of the grant date. They expire on the tenth anniversary of the grant date,
except that they are subject to earlier termination upon termination of the
grantee's employment. No stock appreciation rights were granted by the Company
in Fiscal 2000. 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
PERCENT OF
OPTIONEE OPTIONS TOTAL OPTION MARKET PRICE EXPIRATION
NAME GRANTED GRANTED PRICE ON GRANT DATE DATE 0% 5% 10%
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ben T. Harris -- -- N/A N/A N/A -- -- --
James W. Boscamp 15,000 4.22% $13.1900 $13.19 11/14/2009 $ 0 $124,378 $ 315,244
James S. Gulmi 12,000 3.38% $13.1900 $13.19 11/14/2009 $ 0 $ 99,502 $ 252,195
Hal N. Pennington 75,000 21.10% $13.1900 $13.19 11/14/2009 $ 0 $621,890 $1,576,221
Roger G. Sisson 8,000 2.25% $13.1900 $13.19 11/14/2009 $ 0 $ 66,335 $ 168,130
========================================================================================================================
</TABLE>
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 New
York Stock Exchange) 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 "Change of Control Arrangements" below.
AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND YEAR END OPTION VALUES
The following table sets forth information concerning (i) stock options
exercised during Fiscal 2000 by the named executive officers, (ii) the number of
shares subject to unexercised options held by such persons at January 29, 2000,
indicating those currently exercisable and those not yet exercisable and (iii)
the value of such unexercised options on January 29, 2000. The values of
unexercised options are calculated by subtracting the exercise price from the
closing market price of the common stock on the New York Stock Exchange on
January 28, 2000
14
<PAGE> 16
($9.313). In-the-money options are those whose exercise price is below market
value.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
SHARES OPTIONS VALUE OF
ACQUIRED ON VALUE AS OF 1/28/2000 IN-THE-MONEY OPTION
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ben T. Harris 92,596 $993,855.25 197,074 31,250 $391,352.00 $53,912.50
Hal N. Pennington 25,650 $ 81,646.88 52,585 98,750 $172,832.23 $52,770.00
James S. Gulmi 88,363 $935,198.37 155,793 34,750 $641,743.63 $56,233.25
James W. Boscamp 15,000 $127,125.00 76,500 39,000 $278,990.75 $56,233.25
Roger G. Sisson 0 $ 0.00 29,562 19,688 $139,111.66 $23,563.59
================================================================================================================
</TABLE>
PENSION PLAN
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.
Effective 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 or her
annual compensation plus an additional 4% of such compensation in excess of the
Social Security taxable wage base ($72,600 in 1999). The Internal Revenue Code
limits to $160,000 the amount of salary which may be taken into account in
calculating Retirement Plan benefits in 1999. Taking into account the preserved
benefit under the Retirement Plan prior to amendment and the projected total
benefit under the amended Retirement Plan, and assuming that the participant's
accrued benefits at normal retirement are taken in the form of a single life
annuity, the estimated annual benefit payable for each named executive officer
at retirement is as follows: Ben T. Harris -- $56,310; James S.
Gulmi -- $75,123, Hal N. Pennington -- $61,561, James W. Boscamp -- $43,218 and
Roger G. Sisson -- $115,188.
The years of benefit service of the persons named in the Summary Compensation
Table are: Ben T. Harris -- 32 years, James S. Gulmi -- 28 years, Hal N.
Pennington -- 38 years James W. Boscamp -- 8 years and Roger G. Sisson -- 6
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
15
<PAGE> 17
limits to $160,000 the amount of a person's annual earnings which may be taken
into account in calculating benefits under the Retirement Plan during the
calendar year 1999. A participant has no vested benefits under the Retirement
Plan until he or she has five years' service with the Company.
CHANGE OF CONTROL ARRANGEMENTS
All the named executive officers 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 effective 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.
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
16
<PAGE> 18
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 Committee 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 with those
of the Company's shareholders. It is the Committee'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 Committee's general policy to approve competitive base salaries for
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 senior management and independent compensation consultants. The
principal comparative data underlying the consultants' advice to the Committee
are 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 industry 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.
17
<PAGE> 19
Incentive Compensation
Executive officers participate in Genesco's 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 the plan
after consultation with senior management.
Plan participants are selected by the chief executive officer, who is not
eligible to participate in the plan. Approximately 309 management employees
including all executive officers except the chief executive officer participated
in the plan for Fiscal 2000; 355 management employees are participants in Fiscal
2001.
Under the Fiscal 2000 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 presidents of the Company's operating divisions
were eligible to earn cash awards in amounts determined 50% on the basis of
changes in Economic Value Added (EVA*) for their respective divisions set by the
chief executive officer during the first quarter of the fiscal year, 25% on the
basis of EVA changes 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 EVA changes and 25% on the basis of
individual strategic goals similarly agreed with the chief executive officer.
Participants' achievement of EVA change goals is objectively measurable. EVA is
determined by subtracting a charge for the capital used to generate profit from
a business unit's net operating profit after taxes. Each business unit's
expected year-to-year change in EVA is determined in advance, as is the
relationship between the magnitude of changes in EVA relative to expected levels
and the bonus award. Achievement of individual strategic goals is somewhat
subjective, although some goals include objective criteria. The participant's
supervisor, generally in consultation with the participant, determines whether
the goals have been met.
No portion of the award for achievement of individual strategic goals is
ordinarily to be paid unless some portion of the applicable award for operating
results was earned, although the plan authorized the Committee to consider
exceptions for extraordinary strategic successes upon the recommendation of the
chief executive officer. No exceptions of this nature were made under the Fiscal
2000 plan. An operating division president could not earn a greater percentage
of the maximum award for corporate EVA changes than for his business unit's
operating results. The Plan includes the following "bonus bank" feature: Awards
for better than expected EVA are uncapped and a "negative award" for worse than
ex-
18
<PAGE> 20
pected results is possible. Any award in excess of three times the target bonus
and any negative award is credited to the participant's account in the bonus
bank. Each year, a participant will receive a payout equal to (i) the current
year's award, up to three times the target, plus (ii) one third of the positive
balance, if any, in the participant's account. Any positive balance is forfeited
if the participant voluntarily resigns from employment by the Company or is
terminated for cause. The Committee believes that the "bonus bank" feature of
the plan offers improved incentives for management to focus on building
long-term value in the Company, and that the forfeiture provisions will aid the
retention of key employees. Awards totaling $5,700,000 and averaging
approximately 2.42 times the target were paid out under the Fiscal 2000 plan;
awards totaling $600,000 (net of negative "bank" balances) were "banked."
- ---------------
* EVA is a registered trademark of Stern Stewart & Co.
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 2000, the Committee granted a total of 355,500 options to 75
employees. 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 73
employees of the Company held options to purchase shares of the Company's common
stock as of April 27, 2000.
19
<PAGE> 21
Chief Executive Officer Compensation
Mr. Harris received a base salary of $325,000 and a bonus of $579,215 for Fiscal
2000. The bonus award approved by the Committee was based upon the same factors
as those underlying the Management Incentive Compensation Plan for the fiscal
year.
In February 1998, the Committee adopted a three-year, stock-based incentive
compensation plan for Mr. Harris pursuant to which Mr. Harris agreed to forego
salary increases and stock option grants during Fiscal 1999, 2000 and 2001. The
resulting gap between his compensation level under the three-year plan and
competitive base salaries and incentive compensation for chief executive
officers of competitive companies for the three-year period -- approximately
$2.4 million, according to the Company's independent compensation
consultants -- will be bridged with annual awards of 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
award 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
compensation levels and his non-contingent compensation, over the three-year
period. Mr. Harris received a grant of 118,449 shares for Fiscal 2000.
In February 2000, in light of the exceptional performance of the Company in
Fiscal 2000 and the difficulties experienced during the last two years by small
to mid-size market capitalization companies such as the Company in achieving
growth in market value reflecting the operational and earnings performance of
such companies, the Committee reconsidered the appropriateness of the primarily
stock-based incentive compensation plan adopted by the Committee for Mr. Harris
in February 1998. The Committee in its review considered a number of subjective
and objective factors, including the operating performance of the Company
compared to business plan and market analyst expectations, the relative
aggregate compensation level for chief executive officers of competitive
companies, and the performance of small to mid-size market cap companies in
general. After its review, the Committee believed given all the factors it
considered that Mr. Harris was not adequately compensated for the contributions
he has made in leading the Company to its strong, better-than-expected operating
performance and that his level of compensation should be adjusted to provide a
more competitive base salary for Fiscal 2001. The Committee voted to raise the
annual base salary by $100,000. The Committee also concluded that the equity
incentives previously
20
<PAGE> 22
awarded to Mr. Harris were adequate incentives and therefore no new equity
awards were made to Mr. Harris.
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 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 2001, unless because
of better than planned operating results for the year, Mr. Harris's bonus payout
exceeds approximately two times the target. The Committee considered that
possibility in setting Mr. Harris's base salary and bonus opportunity and
believes that the benefits to the Company of the incentive outweigh the
potential loss of a tax deduction for any payout that results in his
compensation's exceeding the Section 162(m) limit. 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
Leonard L. Berry
Joel C. Gordon
Gary M. Witkin
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<PAGE> 23
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder 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 $100 in the Company's common stock, the S&P 500 Index and the
S&P Footwear-500 at the market close on January 31, 1995 and the reinvestment
monthly of all dividends.
<TABLE>
<CAPTION>
GENESCO INC S&P 500 INDEX FOOTWEAR-500
----------- ------------- ------------
<S> <C> <C> <C>
Jan 95 100.00 100.00 100.00
Jan 96 182.35 138.67 140.85
Jan 97 411.76 175.19 267.21
Jan 98 570.59 222.33 159.80
Jan 99 350.02 294.57 173.51
Jan 00 438.26 319.88 178.83
</TABLE>
APPROVAL OF AMENDMENT TO 1996 STOCK INCENTIVE PLAN
Subject to shareholder approval, the board of directors has approved an
amendment to the provisions of the 1996 Stock Incentive Plan reallocating
100,000 shares covered by the Plan from the pool available for grants to
employees to the pool available for grants to non-employee directors. The total
number of shares issuable under the Plan would remain unchanged.
22
<PAGE> 24
NEW PLAN BENEFITS
PROPOSED AMENDMENT TO 1996 STOCK INCENTIVE PLAN
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NAME AND POSITION DOLLAR VALUE($) NUMBER OF UNITS
- -------------------------------------------------------------------------------
<S> <C> <C>
Ben T. Harris, -0- -0-
Chairman, President and Chief Executive
Officer
Hal N. Pennington, -0- -0-
Executive Vice President and Chief
Operating Officer
James W. Boscamp, -0- -0-
Senior Vice President
James S. Gulmi, -0- -0-
Senior Vice President
Roger G. Sisson, -0- -0-
Secretary and General Counsel
Executive Director Group -0- -0-
Non-Executive Director Group (1) 100,000
Non-Executive Officer -0- -0-
Employee Group
===============================================================================
</TABLE>
(1) Not presently determinable. Shares allocated to non-executive directors by
the proposed amendment would be used for grants of restricted stock and
options with an exercise price equal to the market value of the underlying
shares at the grant date, all pursuant to the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE BY THE HOLDERS OF COMMON STOCK FOR THE
PROPOSED AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN, AND YOUR PROXY WILL BE SO
VOTED UNLESS YOU SPECIFY OTHERWISE.
PROPOSALS FOR THE 2001 ANNUAL MEETING
Proposals of shareholders intended for inclusion in the proxy material for the
2001 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 25, 2001.
23
<PAGE> 25
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Notice....................... 1
Voting Securities............ 3
Election of Directors........ 3
Security Ownership of
Officers, Directors and
Principal Shareholders..... 10
Executive Compensation....... 13
Stock Performance Graph...... 22
Approval of Amendment to
1996 Stock Incentive
Plan....................... 22
Proposals for the 2001
Annual Meeting............. 23
</TABLE>
(GENESCO LOGO)
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING
OF SHAREHOLDERS
JUNE 28, 2000
<PAGE> 26
PROXY
GENESCO INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING JUNE 28, 2000
The undersigned hereby constitutes and appoints Ben 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 28, 2000, 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 |
-------------
<TABLE>
<S> <C>
[X] Please mark your
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 FOR AGAINST ABSTAIN
1. Election of [ ] [ ] NOMINEES: 2. Approval of Amendment to [ ] [ ] [ ]
Directors L.L. Berry, R.V. Dale, W.L. Davis, Jr., 1996 Stock Incentive Plan
B.T. Harris, K. Mason, J.C. Gordon, H.N.
Pennington, W.A. Williamson, Jr., W.S.
Wire II and G.M. Wilkin
For, except vote withheld from Change of [ ]
the nominee(s) indicated below: Address/
Comments on By signing, you revoke all proxies heretofore given.
- ------------------------------- Reverse Side
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S) __________________________________________________________ DATE ________________
Note: Please sign exactly as name appears hereon. Joint owners should each 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>
