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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2000
GENESCO INC.
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(Exact name of registrant as specified in its charter)
Tennessee 1-3083 62-0211340
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1415 Murfreesboro Road
Nashville, Tennessee 37217-2895
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 367-7000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
The Board of Directors of Genesco Inc. (the "Company") has approved the
extension of the benefits afforded by the Company's original shareholder rights
plan, dated as of August 8, 1990, and as amended August 8, 1990, March 10, 1998
and November 9, 1998, by amending and restating its existing rights agreement as
of August 28, 2000 (the "Amended and Restated Rights Agreement"). The Amended
and Restated Rights Agreement is intended to deter coercive or abusive tender
offers and market accumulations. The Amended and Restated Rights Agreement
encourages an acquiror to negotiate with the Company's Board of Directors and
enhances the Board's ability to act in the best interests of all of the
Company's shareholders.
Among other things, the Amended and Restated Rights Agreement contains
the following revisions to the original rights agreement as previously amended:
(i) the term of the agreement has been extended from September 5, 2000 through
August 28, 2010; (ii) the initial Purchase Price of the Rights has been
increased from $20.00 to $90.00 per one one-hundredth of a share of Series 6
Subordinated Serial Preferred Stock; (iii) the level of ownership at which a
person becomes an "Acquiring Person" and thereby triggers the protections
afforded by the Amended and Restated Rights Agreement has been increased from
10% of the Company's common stock to 15% (except in those instances where the
Company's Board of Directors determines that the acquisition by a person of 10%
of the Company's then outstanding common stock would (A) cause or be likely to
cause a material adverse impact on the business or prospects of the Company or
(B) be reasonably likely to cause the Company to repurchase the common stock
owned by such person or to pressure the Company to enter into a transaction that
would provide such person with short-term financial gain while being against the
long-term best interests of the Company); (iv) the definition of "Trading Day"
and the manner in which the "current market price" of a share of the Company's
stock is determined has been modified by limiting the definition of "Trading
Day" to the regular trading hours on a business day on which the exchange is
open for the transaction of business and reducing the measurement period from 30
Trading Days to 10 Trading Days; and (v) a definition of "Principal Party" has
been added for purposes of making a determination of what entity from which the
Company's shareholders will have the right to buy securities in the event the
Company consolidates or merges with or into another Company or the Company sells
more than 50% of its assets or earning power.
The Board of Directors continues to be concerned with the potential use
of takeover tactics which do not offer fair value to all shareholders. Like the
existing agreement, the Amended and Restated Rights Agreement is not intended to
prevent a takeover of the Company and should not deter any prospective bidder
willing to make an all cash offer at a full and fair price or willing to
negotiate with the Board of Directors. The Company is not aware of any present
effort to acquire control of the Company, but the Amended and Restated Rights
Agreement continues to protect the Company's shareholders against unfair
takeover techniques and other tactics which do not provide all the shareholders
the full value of their investment.
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Item 7. Financial Statements and Exhibits
(c) Exhibits:
3 Restated Charter of Genesco Inc., as amended (restated
electronically for SEC filing purposes only).
4 Amended and Restated Rights Agreement, dated as of August 28,
2000, between Genesco Inc. and First Chicago Trust Company of
New York, as Rights Agent, including the Form of Certificate
of Designation, Preferences and Rights (Exhibit A), Form of
Rights Certificate (Exhibit B) and Form of Summary of Rights
(Exhibit C).
99 Press release dated August 30, 2000 regarding the Amended and
Restated Rights Agreement between Genesco Inc. and First
Chicago Trust Company of New York, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENESCO INC.
Date: August 30, 2000 By: /s/ Roger G. Sisson
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Name: Roger G. Sisson
Title: Secretary and General Counsel
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EXHIBIT INDEX
NO. EXHIBIT
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3 Restated Charter of Genesco Inc., as amended (restated
electronically for SEC filing purposes only).
4 Amended and Restated Rights Agreement, dated as of August 28,
2000, between Genesco Inc. and First Chicago Trust Company of
New York, as Rights Agent, including the Form of Certificate
of Designation, Preferences and Rights (Exhibit A), Form of
Rights Certificate (Exhibit B) and Form of Summary of Rights
(Exhibit C).
99 Press release dated August 28, 2000 regarding the Amended and
Restated Rights Agreement between Genesco Inc. and First
Chicago Trust Company of New York, as Rights Agent.
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