-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FRRDE4uQHykfNQUMsVCVYuQ6MZd+wv/sI81RXgUdAmoKY3E9BsuU9JqTCH6YBgNb aFSwRe4Wn7RmO2Q6FtU/xQ== 0000906344-96-000014.txt : 19960307 0000906344-96-000014.hdr.sgml : 19960307 ACCESSION NUMBER: 0000906344-96-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960306 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESCO INC CENTRAL INDEX KEY: 0000018498 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 620211340 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08138 FILM NUMBER: 96531459 BUSINESS ADDRESS: STREET 1: GENESCO PK 1415 MURFREESBORO RD CITY: NASHVILLE STATE: TN ZIP: 37217 BUSINESS PHONE: 6153677000 MAIL ADDRESS: STREET 1: GENESCO PK 1415 MURFREESBORO RD CITY: NASHVILLE STATE: TN ZIP: 37217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GENESCO, INC. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 371-532102 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box []. Check the following box if a fee is being paid with this statement []. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 371-532102 SCHEDULE 13D Page 3 of 14 1 Name of Reporting Person THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA IRS Identification No. of Above Person 95-6042875 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 870,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 870,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 870,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 3.6%* 14 Type of Reporting Person EP * See response to Item 5. CUSIP No. 371-532102 SCHEDULE 13D Page 4 of 14 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. IRS Identification No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 870,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 870,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 870,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 3.6%* 14 Type of Reporting Person PN, IA * See response to Item 5. CUSIP No. 371-532102 SCHEDULE 13D Page 5 of 14 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 870,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 870,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 870,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 3.6%* 14 Type of Reporting Person CO * See response to Item 5. CUSIP No. 371-532102 SCHEDULE 13D Page 6 of 14 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person 556 42 3196 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization USA 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 870,500* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 870,500* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 870,500* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 3.6%* 14 Type of Reporting Person IN * See response to Item 5. Item 1. Security and Issuer This Amendment No. 3 (the "Amendment") to Schedule 13D relates to shares of the common stock, $1.00 par value (the "Stock"), of Genesco, Inc., a Tennessee corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is Genesco Park, Suite 490, P.O. Box 731, Nashville, Tennessee 37202-0731. This Amendment is being filed because of certain sales set forth in Item 5(c) below. Item 2. Identity and Background This Amendment is filed on behalf of The Carpenters Pension Trust for Southern California (the "Carpenters Trust"), Richard C. Blum & Associates, L.P. ("RCBA L.P."), Richard C. Blum & Associates, Inc. ("RCBA Inc."), and Richard C. Blum, the Chairman and substantial shareholder of RCBA Inc. (collectively, the "Reporting Persons"). RCBA L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: Principal Name and Office Citizen- Occupation Held in RCBA Inc. Business Address ship or Employment Richard C. Blum 909 Montgomery St. USA Chairman and Chairman and Suite 400 Director, Director San Francisco, CA RCBA, L.P. 94133 Thomas L. Kempner 40 Wall Street USA Chairman, Director New York, NY Loeb Partners 10005 Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery St. Norway Managing Managing Director Suite 400 Director, and Director San Francisco, CA RCBA, L.P. 94133 -7- Principal Name and Office Citizen- Occupation Held in RCBA Inc. Business Address ship or Employment Alexander L. Dean 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, and Director 94133 RCBA, L.P. Peter E. 909 Montgomery St. USA Managing Rosenberg Suite 400 Director of Managing Director San Francisco, CA Investments, of Investments 94133 RCBA, L.P. and Director Michael Kane 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, 94133 RCBA, L.P. Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA L.P. Marc Scholvinck 909 Montgomery St. USA Chief Chief Financial Suite 400 Financial Officer San Francisco, CA Officer, RCBA and Managing L.P. Director Donald S. Scherer 3 Embarcadero USA Director, Secretary Center Howard, Rice, 7th Floor et al. (law San Francisco, CA firm) 94111 The Carpenters Trust is a pension fund governed by the provisions of ERISA. Its principal office is located at 520 South Virgil Avenue, 4th Floor, Los Angeles, California 90020. RCBA L.P. is an investment adviser to the Carpenters Trust. The Carpenters Trust is governed by a board of trustees. The names of the executive officers and trustees of the Carpenters Trust, their addresses, citizenship and principal occupations are as follows. Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Kim Frommer 22225 Acorn Street USA President Trustee Chatsworth, CA Frommer Inc. 91311 -8- Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Curtis Conyers, 419 Maple Avenue USA President Jr. Monrovia, CA Richard Lane Trustee 91016 Company Richard Harris 1717 West Lincoln USA General Trustee Avenue Manager Anaheim, CA 92801 Wesseln Construction Co., Inc. Ralph Larison 1925 Water St. USA President Trustee Long Beach, CA Connolly- 90802 Pacific Co. Bert Lewitt 2901 28th Street USA President Trustee Santa Monica, CA Morley 90405 Construction Co. Ronald W. Tutor 15901 Olden St. USA President Co-Chairman, Sylmar, CA 91342 Tutor-Saliba Trustee Corporation J.D. Butler 412 Dawson Drive USA Treasurer Trustee Camarillo, CA Gold Coast 93010 District Council of Carpenters James K. Bernsen 520 South Virgil USA Secretary- Trustee Avenue Treasurer Los Angeles, CA Southern 90020 California District Council of Carpenters Bill Perry 520 South Virgil USA Administrative Trustee Avenue Assistant Los Angeles, CA Southern 90020 California District Council of Carpenters Buddy Self 911 20th Street USA Financial Trustee Bakersfield, CA Secretary 93301 Carpenters Local Union 743 -9- Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Douglas J. 101 Constitution USA General McCarron Ave., N.W. President, Chairman, Washington, D.C. United Trustee 20001 Brotherhood of Carpenters and Joiners of America, AFL-CIO Fred Taylor 341 E. Wardlow USA Financial Trustee Road Secretary Long Beach, CA Carpenters 90807 Local Union 630 To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for previous purchases of Stock was the working capital of the Carpenters Trust and another advisory client of RCBA Inc., as described in more detail in Item 5 below. Item 4. Purpose of Transaction. The Reporting Persons acquired the Stock for investment purposes. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of the Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, they may, at some future time, sell all or some of their shares of the Stock. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4, although the Reporting Persons may in the future take actions that would have such an effect. -10- Item 5. Interest in Securities of the Issuer (a) & (b) According to the Issuer, 24,355,572 shares of the Stock were outstanding as of January 31, 1996. When the trades reported in Item 5(c) below are settled, the only Reporting Person having direct holdings in the Stock will be the Carpenters Trust, which will hold 419,900 shares of the Stock, which is 1.7% of the outstanding Stock. Because RCBA L.P. also has investment and voting discretion over 450,600 shares purchased on behalf of another advisory client, those shares are reported as beneficially owned by RCBA L.P. Such advisory client disclaims membership in a group with any of the Reporting Persons, and disclaims beneficial ownership of any shares held by the Reporting Persons. Because voting and investment decisions concerning the above shares are made by RCBA Inc., in its capacity as the sole general partner of RCBA L.P., the Reporting Persons affirm membership in a group. Therefore, each Reporting Person is deemed to have beneficial ownership of an aggregate of 870,500 shares of the Stock, which is 3.6% of the outstanding Stock. As Chairman, director and a substantial shareholder of RCBA Inc., Richard Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. Mr. Blum reserves the right to disclaim beneficial ownership of securities beneficially owned by RCBA Inc. Although Mr. Blum is joining in this Amendment as a Reporting Person, the filing of this Amendment shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) The following sales have been made in the open market during the last 60 days: Number of Shares Sold By Carpenters By Other Price Per Trade Date Trust Advisory Client Share 2/28/96 151,100 162,000 $4.76 2/29/96 4,200 4,500 $5.00 3/1/96 41,500 44,500 $4.94 3/4/96 39,000 41,000 $4.75 _______ _______ 235,800 252,000 ======= ======= -11- (d) Not applicable. (e) On February 28, 1996, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Joint Filing Undertaking. -12- Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: March 3, 1996. THE CARPENTERS PENSION TRUST FOR RICHARD C. BLUM & SOUTHERN CALIFORNIA ASSOCIATES, INC. By Richard C. Blum & Associates, By /s/ Donald S. Scherer L.P., its Investment Adviser ______________________ Donald S. Scherer, By Richard C. Blum & Associates, Secretary Inc., its General Partner By /s/ Donald S. Scherer ______________________ Donald S. Scherer, /s/ N. Colin Lind Secretary ________________________ RICHARD C. BLUM By N. Colin Lind Attorney-in-Fact RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, Inc., its General Partner By /s/ Donald S. Scherer ____________________________ Donald S. Scherer, Secretary -13- JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to Amendment No. 3 to Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment jointly on behalf of each of such parties. DATED: March 3, 1996. THE CARPENTERS PENSION TRUST FOR RICHARD C. BLUM & SOUTHERN CALIFORNIA ASSOCIATES, INC. By Richard C. Blum & Associates, L.P., its Investment Adviser By /s/ Donald S. Scherer By Richard C. Blum & Associates, ________________________ Inc., its General Partner Donald S. Scherer, Secretary By /s/ Donald S. Scherer ________________________ Donald S. Scherer, /s/ N. Colin Lind Secretary __________________________ RICHARD C. BLUM By N. Colin Lind Attorney-in-Fact RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, Inc., its General Partner By /s/ Donald S. Scherer ____________________________ Donald S. Scherer, Secretary -14- -----END PRIVACY-ENHANCED MESSAGE-----