THE FINISH LINE, INC. - FORM 8-K
UNITED STATES 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): June 18, 2007
The Finish Line, Inc.
(Exact name of registrant as specified in its charter)
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Indiana
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0-20184
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35-1537210 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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3308 North Mitthoeffer Road
Indianapolis, Indiana
(Address of principal executive
offices)
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46235
(Zip Code) |
Registrants telephone number, including area code: (317) 899-1022
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instructions
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
On June 17, 2007, The Finish Line, Inc., an Indiana corporation (Finish Line), entered into
an Agreement and Plan of Merger (the Merger Agreement) with Genesco Inc., a Tennessee corporation
(Genesco), and Headwind, Inc., a Tennessee corporation and a wholly-owned subsidiary of Finish
Line, as described on the Form 8-K and the exhibits thereto filed by Finish Line with the
Securities and Exchange Commission (the Commission) on June 18, 2007.
On June 18, 2007, Finish Line held a webcast conference call and presentation (the Conference
Call) to discuss the Merger Agreement and the transactions contemplated thereby. Certain
executive officers of each of Finish Line and Genesco, as well as a number of financial analysts,
participated on the Conference Call, which was made available to the public. During the Conference
Call, participants reviewed and discussed a slide show presentation (the Slide Show Presentation)
that was made available through the webcast of the Conference Call. A transcript of the Conference
Call is furnished as Exhibit 99.1 hereto, and a copy of the Slide Show Presentation is furnished as
Exhibit 99.2 hereto.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K regard matters that are not
historical facts and are forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, as amended, and the rules
promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Act of 1934, as
amended. Because such forward-looking statements contain risks and uncertainties, actual results
may differ materially from those expressed in or implied by such
forward-looking statements.
Factors that could cause actual results to differ materially include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (2) the outcome of any legal proceedings that have been or may be
instituted against Genesco and others following announcement of the proposal or the Merger
Agreement; (3) the inability to complete the Merger due to the failure to obtain shareholder
approval or the failure to satisfy other conditions to the completion of the Merger, including the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act 1976, as
amended, and the receipt of other required regulatory approvals; (4) the failure to obtain the
necessary debt financing arrangements set forth in commitment letters received in connection with
the Merger; (5) risks that the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the Merger; (6) the ability to
recognize the benefits of the Merger; (7) the amount of the costs, fees, expenses and charges
related to the Merger and the actual terms of certain financings that will be obtained for the
Merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of
the Merger. The businesses of Finish Line and Genesco are also subject to a number of risks
generally such as: (1) changing consumer preferences; (2) the companies inability to successfully
market their footwear, apparel, accessories and other merchandise; (3) price, product and other
competition from other retailers (including internet and direct manufacturer sales); (4) the
unavailability of products; (5) the inability to locate and obtain favorable lease terms for the
companies stores; (6) the loss of key employees;
(7) general economic conditions and adverse factors impacting the retail athletic industry;
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(8) management
of growth; and (9) other risks that are set forth in the Risk Factors, Legal Proceedings and
Management Discussion and Analysis of Results of Operations and Financial Condition sections of,
and elsewhere in, the SEC filings of Finish Line and Genesco, copies of which may be obtained by
contacting the investor relations departments of each company via their websites www.finishline.com
and www.genesco.com. Many of the factors that will determine the outcome of the subject matter of
this Current Report on Form 8-K are beyond Finish Lines and Genescos ability to control or predict. Finish Line
undertakes no obligation to release publicly the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
Important Additional Information will be Filed with the SEC:
Finish Line may commence a tender offer for the approximately 60,000 outstanding shares of
Genescos employees subordinated convertible preferred stock, which are convertible into 60,000
shares of common stock but are currently not redeemable (the Employee Preferred Stock), at $54.50
per share, subject to certain conditions (the Tender Offer). The Tender Offer has not been
commenced and may not be commenced. This Current Report on Form 8-K is neither an offer to purchase
nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy the
Employee Preferred Stock of Genesco will be made solely by an offer to purchase and related letter
of transmittal to be disseminated to the holders of the Employee Preferred Stock upon the
commencement of the Tender Offer. Holders of the Employee Preferred Stock are advised to read the
Offer to Purchase on Schedule TO that Finish Line intends to file with the Commission in the event
the Tender Offer is conducted and the solicitation/recommendation of the Board of Directors of
Genesco on Schedule 14D-9 that Genesco intends to file in the event the Tender Offer is conducted,
when they are available, because they will contain important information. The Offer to Purchase,
the Solicitation/Recommendation Statement and any other relevant documents filed with the SEC will
be made available to holders of the Employee Preferred Stock at no expense to them. These documents
will also be available without charge at the Commissions website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit 99.1 Transcript of Conference Call dated June 18, 2007
Exhibit 99.2 Slide Show Presentation dated June 18, 2007
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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.
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The Finish Line, Inc.
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By: |
/s/ Kevin S. Wampler
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Kevin S. Wampler |
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Dated: June 19, 2007 |
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Executive Vice President, CFO and Assistant Secretary |
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