GENESCO INC — M&A Activity 2007

Apr 23, 2007

8-K 1 g06852e8vk.htm GENESCO INC. - FORM 8-K GENESCO INC. - FORM 8-K PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 23, 2007 (April 20, 2007)

GENESCO INC.

(Exact Name of Registrant as Specified in Charter)

Tennessee	1-3083	62-0211340
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1415 Murfreesboro Road
Nashville, Tennessee	37217-2895
(Address of Principal Executive Offices)	(Zip Code)

(615) 367-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 7.01 REGULATION FD DISCLOSURE.

On April 20, 2007, Genesco Inc. (the “Company”) issued a press release announcing that it had received, and that its board of directors intended to consider, an unsolicited proposal from Foot Locker, Inc. (“Foot Locker”) to purchase all of the Company’s outstanding shares for $46 per share in cash. On April 23, 2007, the Company issued another press release announcing that its board of directors had unanimously rejected Foot Locker’s proposal after determining that such proposal was not in the best interests of the Company’s shareholders. Copies of both press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 , respectively, and are hereby incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated April 20, 2007.
99.2	Press Release dated April 23, 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.

/s/ Roger G. Sisson
Name:	Roger G. Sisson
Title:	Senior Vice President, Secretary
and General Counsel

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EXHIBIT INDEX

No.	Exhibit
99.1	Press Release dated April 20, 2007.
99.2	Press Release dated April 23, 2007.

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