Summary of GENESCO INC - Yahoo! Finance

Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Incr

ITEM 1.01. ENTRY INTO DEFINITIVE MATERIAL AGREEMENT
On October 30, 2009, Genesco Inc. (the "Company") entered into separate conversion agreements with certain holders of its 4.125% Convertible Subordinated Debentures due 2023 (the "Debentures") pursuant to which holders of approximately $5.0 million in aggregate principal amount of the Debentures agreed to convert each $1,000 principal amount of their Debentures into 49.8462 shares of the Company's common stock pursuant to their terms in exchange for the early payment of interest on the Debentures from the last interest payment date through November 4, 2009, representing approximately $16.04 on each of the Debentures for an aggregate payment of $80,208 (the "Conversion Transaction"). After completion of the conversions, $24.815 million aggregate principal amount of the Debentures remain outstanding. A copy of the form of conversion agreement is attached to this Current Report as Exhibit 10.1.

ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
On November 2, 2009, pursuant to the Indenture (the "Indenture") dated June 24, 2003 by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the Company instructed the Trustee to issue a notice of redemption to the holders of the balance of the Debentures at 100% of the principal amount, plus accrued and unpaid interest to the redemption date ("Redemption"). The notice of redemption will be issued on or about November 3, 2009 for a redemption on or about December 3, 2009. As a result of the Company's request and subject to the giving of the notice to the holders of the Debentures, the Company will be required to proceed with the Redemption. The Company is using cash flow from operations and borrowings under its credit facility to fund the Redemption. After the Redemption, there will be no Debentures outstanding.

ITEM 8.01 OTHER EVENTS
On November 2, 2009, the Company issued a press release announcing the Conversion Transaction and the Redemption. A copy of the Company's press release is attached to this Current Report as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

   (d) Exhibits

              Exhibit Number   Description

              10.1             Form of Conversion Agreement

              99.1             Press release dated November 2, 2009