ITEM 1.01. ENTRY INTO DEFINITIVE MATERIAL AGREEMENT
On November 5, 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 $16.04 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 75% of the accrued interest on the Debentures from the last
interest payment date through November 9, 2009, representing approximately
$12.46 on each of the Debentures for an aggregate payment of $199,873 (the
"Conversion Transaction"). After completion of the conversions, $8.775 million
aggregate principal amount of the Debentures remain outstanding. A copy of the
form of conversion agreement is filed with 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 3, 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 issued a notice of
redemption to the holders of the Debentures at 100% of the principal amount,
plus accrued and unpaid interest to the redemption date, December 3, 2009
("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 7.01 REGULATION FD DISCLOSURE
On November 5, 2009, the Company issued a press release announcing the
Conversion Transaction. A copy of the Company's press release is attached to
this Current Report as Exhibit 99.1.
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