Genesco Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No.
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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o Preliminary
Proxy Statement |
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o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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o Definitive
Proxy Statement
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þ Definitive
Additional Materials
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o Soliciting
Material Pursuant to §240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which
transaction applies:
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Aggregate number of securities to which
transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Exhibit 99.1
Financial Contact: James S. Gulmi, +1-615-367-8325
Media Contact: Claire S. McCall, +1-615-367-8283
GENESCO TO RECONVENE SHAREHOLDER MEETING
ON CHARTER AMENDMENT
NASHVILLE, Tenn., Sept. 24, 2007 — Genesco Inc. (NYSE:GCO) today announced that it will
reconvene the special meeting of shareholders initially convened on September 17, 2007. The special
meeting of shareholders will be reconvened on October 4, 2007 at 11:00 a.m., local time, at
Genesco’s executive offices, located at Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee,
to approve and adopt a charter amendment that would permit the redemption of Genesco’s Employees’
Subordinated Convertible Preferred Stock following the completion of the merger between the Company
and a wholly-owned subsidiary of The Finish Line, Inc. that was previously approved by the
Company’s shareholders. The approval and adoption of the charter amendment is not a condition to
the completion of the merger. Shareholders of record as of the close of business on August 6, 2007
are entitled to notice of and to vote at the reconvened special meeting.
About Genesco:
Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories
in more than 2,050 retail stores in the United States and Canada, principally under the names
Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids,
Hat Shack, Hat Zone, Head Quarters and Cap Connection, and on internet websites www.journeys.com,
www.journeyskidz.com, www.undergroundstation.com, www.johnstonmurphy.com, www.lids.com,
www.hatworld.com, and www.lidscyo.com. The Company also sells footwear at wholesale under its
Johnston & Murphy brand and under the licensed Dockers brand. Additional information on Genesco and
its operating divisions may be accessed at its website http://www.genesco.com.
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GENESCO INC. — Add One
Important Additional Information Filed with the SEC:
In connection with the proposed charter amendment, on August 13, 2007, Genesco filed a
definitive proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE CHARTER AMENDMENT AND THE PARTIES THERETO. Investors and security holders may
obtain a free copy of the definitive proxy statement and other documents filed by Genesco at the
Securities and Exchange Commission’s Web site at http://www.sec.gov/. The definitive proxy
statement and such other documents may also be obtained for free from Genesco by directing such
request to Genesco, Office of the Secretary, 1415 Murfreesboro Road, Nashville, Tennessee 37217,
telephone (615) 367-7000.
Genesco and its directors, executive officers and other members of its management and
employees may be deemed to be participants in the solicitation of proxies from its shareholders in
connection with the proposed charter amendment. Information concerning the interests of Genesco’s
participants in the solicitation, which may be different than those of Genesco shareholders
generally, is set forth in Genesco’s proxy statements and Annual Reports on Form 10-K, previously
filed with the Securities and Exchange Commission, and in the proxy statement relating to the
charter amendment.
Cautionary Note Regarding Forward-Looking Statements:
Certain statements contained in this release 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. 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
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GENESCO INC. — Add Two
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
satisfy conditions to the completion of the merger, (4) the failure by The Finish Line, Inc. to
obtain the necessary debt financing arrangements set forth in commitment letters they 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; and (6)
the amount of the costs, fees, expenses and charges related to the merger. Our business is 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; (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 our SEC filings, copies of which may be obtained by contacting the investor
relations department of Genesco via our website www.genesco.com. Many of the factors that will
determine the outcome of the subject matter of this transcript are beyond Genesco’s ability to
control or predict. Genesco 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.
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