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 19, 2003

GENESCO INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (615) 367-7000

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

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED JUNE 19, 2003

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     The following exhibit is furnished pursuant to Item 9:

     99.1    Press Release dated June 19, 2003.

Item 9. Regulation FD Disclosure.

     On June 19, 2003, Genesco Inc. issued a press release announcing the pricing of its $75,000,000 aggregate principal amount of 4.125% Convertible Subordinated Debentures due 2023 to qualified institutions buyers pursuant to Rule 144A under the Securities Act of 1933, plus an additional $11,250,000 of Convertible Subordinated Debentures due 2023 that may be issued at the option of the initial purchasers. A copy of the press release is furnished herewith as Exhibit 99.1.

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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: June 19, 2003	By:	/s/ Roger G. Sisson
	Name: Title:	Roger G. Sisson Secretary and General Counsel

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EXHIBIT INDEX

No.	Exhibit
99.1	Press Release dated June 19, 2003

4 EX-99.1 3 g83456exv99w1.txt EX-99.1 PRESS RELEASE DATED JUNE 19, 2003 EXHIBIT 99.1 FINANCIAL CONTACT: JAMES S. GULMI (615) 367-8325 MEDIA CONTACT: CLAIRE S. MCCALL (615) 367-8283 GENESCO PRICES CONVERTIBLE SUBORDINATED DEBENTURES OFFERING NASHVILLE, Tenn., June 19, 2003 --- Genesco Inc. (NYSE: GCO) today announced the pricing of its offering of $75 million aggregate principal amount of 4 1/8% Convertible Subordinated Debentures due 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, plus an additional $11,250,000 of Convertible Subordinated Debentures that may be issued at the option of the initial purchasers. The closing of the sale of the Debentures, which is subject to customary conditions, is expected to be on June 24, 2003. The Debentures were priced at 100 percent of their principal amounts. The Debentures will be subordinate to existing and future senior indebtedness of Genesco. The Debentures will be convertible into shares of Genesco's common stock, subject to certain conditions, at a conversion rate of 45.208 shares per $1,000 principal amount of Debentures (equivalent to a conversion price of $22.12 per share) if: (i) the price of Genesco's common stock reaches a specified threshold, (ii) specified corporate transactions occur or (iii) the trading price of the Debentures falls below certain thresholds. Upon conversion, Genesco has the right to deliver, in lieu of common stock, cash or a combination of cash and shares of common stock. The conversion price will be subject to adjustments on the occurrence of certain events. The Debentures will be redeemable at Genesco's option beginning June 20, 2008 at a redemption price equal to 100% of the principal amount plus accrued interest, if any. Holders of the Debentures will have the right to require Genesco to redeem all or some of their Debentures on June 15, 2010, June 15, 2013, or June 15, 2018 and upon the occurrence of certain specified events, including a change of control. Genesco may choose to pay the change of control purchase price in cash or shares of its common stock, or a combination thereof. -more- GENESCO INC. --- ADD ONE Genesco plans to use the net proceeds from the offering plus cash on hand to redeem all of the $103.2 million in principal amount outstanding of the Company's 5 1/2% Convertible Subordinated Notes due 2005. This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been registered under the Securities Act, or any securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. This release contains forward-looking statements, including all statements of expectation or intent. Actual results could turn out to be materially different from the expectations reflected in these statements. Factors that could cause different results include changed circumstances interfering with the Company's ability to complete the sale of the Debentures or to redeem the 5 1/2% Convertible Subordinated Notes, as well as factors that may adversely affect the Company's financial condition or results of operations to such an extent that its ability to avail itself of the future options described herein with respect to the Debentures are limited. Factors that could have such an effect include continuing weakness in consumer demand for products sold by the Company, which could lead to lower than expected sales and product margins and, consequently, profits. They also include changes in buying patterns by significant wholesale customers, disruptions in product supply or distribution, changes in business strategies by the Company's competitors, the Company's ability to open, staff and support additional retail stores on schedule and at acceptable expense levels, and the outcome of litigation and environmental matters involving the Company. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

FINANCIAL CONTACT:  JAMES S. GULMI  (615) 367-8325
MEDIA CONTACT:      CLAIRE S. MCCALL (615) 367-8283


           GENESCO PRICES CONVERTIBLE SUBORDINATED DEBENTURES OFFERING

NASHVILLE, Tenn., June 19, 2003 --- Genesco Inc. (NYSE: GCO) today announced the
pricing of its offering of $75 million aggregate principal amount of 4 1/8%
Convertible Subordinated Debentures due 2023 to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, plus an additional
$11,250,000 of Convertible Subordinated Debentures that may be issued at the
option of the initial purchasers. The closing of the sale of the Debentures,
which is subject to customary conditions, is expected to be on June 24, 2003.
The Debentures were priced at 100 percent of their principal amounts. The
Debentures will be subordinate to existing and future senior indebtedness of
Genesco.

            The Debentures will be convertible into shares of Genesco's common
stock, subject to certain conditions, at a conversion rate of 45.208 shares per
$1,000 principal amount of Debentures (equivalent to a conversion price of
$22.12 per share) if: (i) the price of Genesco's common stock reaches a
specified threshold, (ii) specified corporate transactions occur or (iii) the
trading price of the Debentures falls below certain thresholds. Upon conversion,
Genesco has the right to deliver, in lieu of common stock, cash or a combination
of cash and shares of common stock. The conversion price will be subject to
adjustments on the occurrence of certain events.

            The Debentures will be redeemable at Genesco's option beginning June
20, 2008 at a redemption price equal to 100% of the principal amount plus
accrued interest, if any. Holders of the Debentures will have the right to
require Genesco to redeem all or some of their Debentures on June 15, 2010, June
15, 2013, or June 15, 2018 and upon the occurrence of certain specified events,
including a change of control. Genesco may choose to pay the change of control
purchase price in cash or shares of its common stock, or a combination thereof.

                                     -more-







GENESCO INC. --- ADD ONE

            Genesco plans to use the net proceeds from the offering plus cash on
hand to redeem all of the $103.2 million in principal amount outstanding of the
Company's 5 1/2% Convertible Subordinated Notes due 2005.

            This announcement is neither an offer to sell nor a solicitation to
buy any of these securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

            The securities have not been registered under the Securities Act, or
any securities laws, and unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state laws.

            This release contains forward-looking statements, including all
statements of expectation or intent. Actual results could turn out to be
materially different from the expectations reflected in these statements.
Factors that could cause different results include changed circumstances
interfering with the Company's ability to complete the sale of the Debentures or
to redeem the 5 1/2% Convertible Subordinated Notes, as well as factors that may
adversely affect the Company's financial condition or results of operations to
such an extent that its ability to avail itself of the future options described
herein with respect to the Debentures are limited. Factors that could have such
an effect include continuing weakness in consumer demand for products sold by
the Company, which could lead to lower than expected sales and product margins
and, consequently, profits. They also include changes in buying patterns by
significant wholesale customers, disruptions in product supply or distribution,
changes in business strategies by the Company's competitors, the Company's
ability to open, staff and support additional retail stores on schedule and at
acceptable expense levels, and the outcome of litigation and environmental
matters involving the Company. Forward-looking statements reflect the
expectations of the Company at the time they are made. The Company disclaims any
obligation to update such statements.