-----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, PaZcjlJRQAYK9SIe23N5qzsLTWkNuq1Z0M+TCPx66+n9zQVSCUHBlWknEdTIXQ/N Sxy7Trc/pJLJpc8clDf3FQ== 0001193125-07-206428.txt : 20070925 0001193125-07-206428.hdr.sgml : 20070925 20070924183537 ACCESSION NUMBER: 0001193125-07-206428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070924 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070925 DATE AS OF CHANGE: 20070924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINISH LINE INC /IN/ CENTRAL INDEX KEY: 0000886137 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351537210 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20184 FILM NUMBER: 071132389 BUSINESS ADDRESS: STREET 1: 3308 N MITTHOEFFER RD CITY: INDIANAPOLIS STATE: IN ZIP: 46235 BUSINESS PHONE: 3178991022 MAIL ADDRESS: STREET 1: 3308 N MITTHOEFFER ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46235 FORMER COMPANY: FORMER CONFORMED NAME: FINISH LINE INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 d8k.htm FORM 8-K 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): September 24, 2007

 


The Finish Line, Inc.

(Exact name of registrant as specified in its charter)

 

Indiana    0-20184    35-1537210

(State or other jurisdiction of

incorporation)

   (Commission File Number)    (I.R.S. Employer

Identification No.)

 

3308 North Mitthoeffer Road

Indianapolis, Indiana

   46235
(Address of principal executive offices)    (Zip Code)

Registrant’s 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):

 

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

 

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

 

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

 

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

 



Item 8.01 Other Events

On September 24, 2007, The Finish Line, Inc. (the “Company”) issued a press release regarding the filing of a suit by Genesco Inc. (“Genesco”) against the Company on September 21, 2007. As previously announced, the Company and Genesco entered into an agreement and plan of merger as of June 17, 2007 (the “merger agreement”). Also on September 24, 2007, the Company notified Genesco of Genesco’s material breach of the merger agreement relating to Genesco’s failure to comply with the Company’s requests for financial and other information and access to Genesco’s Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 hereto and a copy of the notice of breach is attached as Exhibit 99.2 hereto.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit 99.1    Press release dated September 24, 2007
Exhibit 99.2    Notice of breach dated September 24, 2007

 

2


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.

 

The Finish Line, Inc.
By:   /S/ KEVIN S. WAMPLER
  Kevin S. Wampler
  Executive Vice President, CFO and Assistant Secretary

Dated: September 24, 2007

 

3

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FINISH LINE COMMENTS ON FILING OF GENESCO LAWSUIT AND STATES GENESCO

IN BREACH OF MERGER AGREEMENT

INDIANAPOLIS September 24, 2007—The Finish Line, Inc. (NASDAQ:FINL) today made the following statement regarding the filing by Genesco Inc. (NYSE: GCO) of a suit in Chancery Court in Nashville, Tennessee, regarding the Company’s proposed acquisition of Genesco:

The Finish Line has complied with its obligations under the merger agreement, and as previously announced, continues to work on the closing documents. In that regard, The Finish Line has asked Genesco for certain financial and other information as well as access to Genesco’s Chief Financial Officer and financial staff. However, to date Genesco has not responded to and has refused to comply with these requests. These failures constitute a breach of the merger agreement, and The Finish Line is today notifying Genesco of same.

We regret that Genesco has chosen to initiate litigation. We are reviewing the Genesco lawsuit and will take the necessary steps to protect the interests of The Finish Line and its shareholders.

We have no further comment at this time.

About The Finish Line

The Finish Line, Inc. is one of the largest mall-based specialty retailers operating under the Finish Line, Man Alive and Paiva brand names. The Finish Line, Inc. is publicly traded on the NASDAQ Global Select Market under the symbol FINL. The Company currently operates 698 Finish Line stores in 47 states and online, 95 Man Alive stores in 19 states and 7 Paiva stores in 7 states. To learn more about these brands, visit http://www.finishline.com, http://www.manalive.com and http://www.paiva.com.

Forward-looking Statements

Certain statements contained in this press 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. These forward-looking statements generally can be identified by use of statements that include words such as “expect,” “anticipate,” “believe,” “plan,” and other similar words. Forward-looking statements include, without limitation, statements regarding the merger agreement and the transactions contemplated thereby.

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 matters relating to the merger agreement and the transactions contemplated thereby.

The company 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.

CONTACTS:

Investor Relations,

Kevin S. Wampler, Executive Vice President—CFO,

317-899-1022, ext 6914

Media Requests,

Elise Hasbrook, Corporate Communications Manager,

317-899-1022, ext 6827

EX-99.2 3 dex992.htm NOTICE OF BREACH Notice of Breach

Exhibit 99.2

[The Finish Line, Inc. Letterhead]

September 24, 2007

Genesco Inc.

c/o Hal N. Pennington

Genesco Park

1415 Murfreesboro Road

Nashville, Tennessee 37217-2895

 

  Re: Agreement and Plan of Merger dated as of June 17, 2007 (the “Agreement”) by and among The Finish Line, Inc., Headwind, Inc., and Genesco, Inc.

Dear Mr. Pennington:

This letter serves as notice, pursuant to Section 6.10 of the Agreement, of Genesco, Inc.’s material breach of its obligations pursuant to Sections 6.3 and 6.8(b) of the Agreement.

On September 17, 2007 The Finish Line, Inc. (the “TFL”) requested that Genesco provide to TFL certain financial and other information, as well as permit TFL’s lender’s independent expert to confer with Genesco’s Chief Financial Officer. On September 18, 2007, TFL’s legal counsel emailed to Genesco’s counsel a specific list of requested information. Notwithstanding multiple attempts by TFL to communicate with Genesco and its legal counsel regarding a response to these requests, including communications from our legal counsel and Alan Cohen’s September 21, 2007 letter to you, we have received no substantive response to these requests. Accordingly, we must assume, based upon your letter of September 19th as well as Genesco’s recent actions (including the institution of legal proceedings after TFL’s September 17 request), that Genesco does not intend to comply with TFL’s request for information and access to Genesco’s CFO.

Pursuant to Section 6.3 of the Agreement, Genesco agreed, among other things, that it:

“shall, and shall cause the Company Subsidiaries to, afford to Parent, Merger Sub and their directors, employees, representatives, financial advisors, consultants, lenders, legal counsel, accountants and other advisors and representatives, to have such access to the books and records, financial, operating and other data, assets, properties, facilities, plants, offices, auditors, authorized representatives, business and operations of the Company and the Company Subsidiaries as is reasonably necessary or appropriate in connection with Parent’s investigation of the Company and the Company Subsidiaries with respect to the transactions contemplated hereby.”


In addition, pursuant to Section 6.8(b) of the Agreement, Genesco agreed, among other things, “to provide all reasonable cooperation in connection with the arrangement of the Financing as is customary and may reasonably be requested by Parent . . . .”

Genesco’s refusal to comply with TFL’s request to provide information and for access to its CFO constitutes a material breach of both of these provisions. Pursuant to Section 7.2(a) of the Agreement, it is a condition precedent to TFL’s and Headwind’s obligations to close the Merger (as defined in the Agreement) that Genesco “shall have performed and complied in all material respects with all material covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date.” Genesco’s breach of its obligations under the Agreement, unless cured in accordance with the terms of the Agreement, will cause that condition precedent to TFL’s obligation to close the Merger to fail.

 

Sincerely,
The Finish Line, Inc.
/s/ GARY D. COHEN
Gary D. Cohen
Executive Vice President, General Counsel & Secretary

 

cc: James H. Cheek, III, Esq.

Jonathan K. Layne, Esq.

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