SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Genesco
Inc.
(Name of Subject Company)
Genesco
Inc.
(Name of Person(s) Filing Statement)
Employees’
Subordinated Convertible Preferred Stock
(Title of Class of Securities)
371532
85 4
(CUSIP Number of Class of Securities)
Roger
G. Sisson
Vice President, Secretary and General Counsel
Genesco Inc.
1415 Murfreesboro Road Nashville, Tennessee37217-2895
(615) 367-7000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy To: James H. Cheek, III
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700 Nashville, Tennessee37238-0002
þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
EXPLANATORY
NOTE
This
Schedule 14D-9, originally filed on June 18, 2007, is being refiled
solely to correct a submission form type error made inadvertently by
the Registrant’s filing agent.
Questions and Answers
about the Genesco and The Finish Line Announcement
General/Transaction Q&A
1.
What is the strategic rationale for this transaction for Genesco?
•
Following a review of our strategic alternatives, our Board of Directors believes
that this transaction is in the best interests of our shareholders.
•
The two businesses are highly complementary, and there is a strong cultural fit.
•
The combined company will have a strong competitive position across multiple
footwear and apparel categories, including athletic, sport casual, lifestyle, brown
shoe and headwear.
2.
What are the terms of the transaction?
•
The Finish Line will acquire all of the outstanding common shares of Genesco for
$54.50 per share in cash, for a total transaction value of approximately $1.5 billion.
•
The offer price represents a premium of 37.7% over the average price of Genesco’s
stock for the three months ended March 9, 2007, the date before we believe the stock
price began to reflect reports of possible takeover interest in the company.
3.
How will Finish Line finance the transaction?
•
The Finish Line has stated that it expects the transaction to be funded primarily
with up to $1.6 billion in financing arranged by UBS Securities LLC, consisting of a
Revolving Credit Facility, a Senior Secured Term Loan and a Senior Bridge Facility.
•
Following the transaction, The Finish Line believes its strong cash flow from
operations will allow it to reduce its net debt and fully fund its growth initiatives.
4.
What are the conditions to close? What regulatory and anti-trust approvals are necessary?
•
The transaction is subject to approval by Genesco shareholders and the satisfaction
of customary closing conditions and regulatory approvals, including expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
•
The transaction is not subject to any financing conditions.
5.
When is the transaction expected to close?
•
The transaction is expected to close in Fall 2007.
6.
What is the break-up fee?
•
The break-up fee is approximately 3 percent of the enterprise value.
•
Additionally, under certain circumstances, we will reimburse The Finish Line for up
to $10 million for documented expenses, in the event the agreement is terminated.
1
7.
How did the transaction come about?
•
The Board of Directors’ decision reflects the culmination of the Board’s decision
to explore strategic alternatives to maximize shareholder value, including a possible
sale of the Company.
8.
Who will run the new company?
•
Alan H. Cohen will remain Chairman and Chief Executive Officer of The Finish Line.
•
The Finish Line has said it welcomes Genesco’s management team and employees to The
Finish Line and is confident that they will be an important part of the combined
company’s success.
9.
Where will the new company be headquartered?
•
Upon the close of the transaction, Genesco will become a subsidiary of The Finish
Line. The Company will be headquartered in Indianapolis, Indiana, and will maintain
Genesco’s operations in Nashville, Tennessee.
10.
What will be the name of the new company?
•
The combined company will be called The Finish Line.
11.
Who were the advisers on the deal?
•
UBS Securities LLC served as financial advisor to the Board of Directors of The
Finish Line in connection with the transaction. Peter J. Solomon Company also
provided financial advisory services to the Finish Line Board, and Gibson, Dunn &
Crutcher LLP is legal counsel.
•
Goldman, Sachs & Co. served as financial advisor to Genesco, and Bass, Berry & Sims
PLC is legal counsel.
Genesco’s Operations/Employees
12.
Will Genesco’s CEO or other senior executives join The Finish Line?
•
While it is premature to discuss specifics, The Finish Line has said that it welcomes
Genesco’s management team and employees to The Finish Line and is confident that they will
be an important part of the combined company’s success.
13.
Will there be any changes to either company’s employee base as a result of the transaction?
•
This transaction is about growth, and The Finish Line has said that it does not expect
significant changes to the workforce.
•
The Finish Line has said it expects the experience and insights of both Genesco’s and
Finish Line’s employees to play a central role in the future of the new company.
2
14.
How will this merger affect employee benefits (medical, 401(k), disability plans, etc.)?
•
There will be no changes in the near-term. The merger agreement provides that
employee benefits, including medical insurance, will continue at existing levels for
at least a year after the transaction closes.
15.
Will there be further store closures?
•
Until the transaction closes, we remain separate companies and it will be business
as usual.
•
We will continue to move forward with plans to close underperforming Underground
Station and Hat World stores.
16.
Will there be any changes to Genesco’s business prior to the merger?
•
We will continue to operate our business as usual pending completion of the merger.
Employee Benefits
17.
What effect will this transaction have on this year’s EVA Incentive Plan?
•
This year’s incentive plan will remain in place.
18.
I have a positive “bank” balance in the EVA Incentive Plan. Is that at risk?
•
The bonus bank provisions of the EVA Incentive Plan will remain effective.
19.
I have stock options and restricted stock granted under the Company’s 1996 Stock Incentive
Plan and/or the 2005 Equity Incentive Plan. What will this transaction mean for them?
•
Generally speaking, each share of the Company’s common stock (including restricted
stock awards and shares obtained through option exercises) outstanding will be
converted to the right to receive $54.50 in cash.
•
At closing, unexercised options will be converted to cash at that price less the
exercise price of the options.
•
The merger agreement provides that all unvested options and restricted stock will
vest immediately prior to the closing of the transaction.
•
Prior to the closing date, you will be provided additional information on tax
withholding, any documentation that may be required from you, and other related
issues.
20.
I am currently participating in the Employee Stock Purchase Plan (ESPP). What effect will
the proposed transaction have on the ESPP?
•
In general, if the proposed transaction closes before the end of the current
enrollment year (September 30), (i) amounts withheld from participants’ pay under the
ESPP so far this enrollment year will be returned and (ii) you will be entitled to
receive an additional payment (less any applicable withholding taxes) equal to (A) the
number
3
of shares that you would have purchased in accordance with the terms of the ESPP had
the transaction not closed prior to September 30 (substituting the day prior to closing
for September 30) multiplied by $54.50 less (B) the amount of the contributions
returned to you as noted in (i) above.
•
Otherwise, participants will purchase the number of shares that normally would be
purchased under the ESPP in accordance with its terms at the end of the enrollment
year (September 30).
21.
What will happen to our medical plan when the transaction closes?
•
The merger agreement provides that employee benefits, including medical insurance,
will continue at existing levels for a year after the transaction closes. After that,
these benefits will be determined by the new owner.
22.
I am continuing medical insurance through Genesco as an early retiree. Will that change
because of this transaction?
•
Your ability to continue medical insurance as an early retiree after the
transaction closes will depend upon the policy of the new owner.
23.
I am continuing life insurance as a retiree. Will that change because of this transaction?
•
Generally, life insurance carried by a retiree is treated as a retirement benefit
and protected by law.
•
There should be no change in retiree life insurance because of the transaction.
24.
How about the disability plan? Will it change when the transaction closes?
•
The merger agreement provides that employee benefits, including disability
insurance, will continue at existing levels for a year after the transaction closes.
•
After that, these benefits will be determined by the new owner.
25.
I am a Genesco retiree. Are my benefits in the Genesco Retirement Plan secured?
•
A change in ownership of Genesco will not have an effect on the security of your
benefits under the Retirement Plan.
•
Retirement Plan assets are held in trust, do not belong to the Company, and are
protected by law.
26.
I am a Genesco retiree. Can my pension be cut?
•
A change in ownership will not have any impact on the pension that you are entitled
to receive from the Retirement Plan.
•
The law will not allow Genesco, or its new owner, to reduce accrued benefits under
the Retirement Plan.
27.
I am a Genesco retiree. If I have elected a survivor benefit will that be honored?
•
If you have elected a survivor benefit, that benefit must be honored.
4
•
The law will not allow Genesco, or its new owner, to eliminate a survivor benefit
that you have elected to receive under the Retirement Plan.
28.
I am an active employee. I was a participant in the Retirement Plan prior to 1996 and thus,
entitled to benefits under the part of the Plan that is referred to in the Summary Plan
Description as the “Ten Year Average Plan.” What effect would the transaction have on this
benefit?
•
A sale of Genesco will not have any impact on your right to receive any of your
benefits from the Retirement Plan and the so called “Ten Year Average Plan.”
•
Thus, your vested benefits will be paid to you at the time provided for under the
Retirement Plan.
29.
Is the benefit from the “Ten Year Average Plan” insured and secure?
•
All the benefits under the Retirement Plan are insured by the Pension Benefit
Guaranty Corporation, up to a limit currently set at $4,125 per month (this amount may
be reduced based upon your age at retirement).
•
This is in excess of the amount that almost all Retirement Plan participants will
be entitled to receive under the Retirement Plan.
•
Also, neither Genesco nor the new owner own or have the right to use any of the
funds in the Retirement Plan. Retirement Plan assets are held in trust, do not belong
to the Company, and are protected by law.
30.
Can the benefits in the “Ten Year Average Plan” be reduced?
•
The benefits that you have accrued in the Retirement Plan cannot be reduced.
•
The law prohibits an employer from taking away benefits that have already been
credited for a participant.
31.
What will be the effect of a transaction on the “Cash Balance Plan”?
•
A sale of Genesco will not take away your rights to any of the benefits that you
have accrued in the Retirement Plan, including the part of the Retirement Plan that is
referred to as the “Cash Balance Plan.”
32.
Will my benefit in the “Cash Balance Plan” continue to grow each year as it does now?
•
Under current law, your balance in the “Cash Balance Plan” will continue to
increase each year at a certain rate.
•
Presently, the Retirement Plan calls for interest to be credited to your account
equal to the lesser of 7% or the annual rate of interest on 30-year Treasury
securities for the month of December that immediately precedes the Plan Year for which
the rate applied.
•
The interest crediting rate can be changed in the future.
33.
Is the benefit from the “Cash Balance Plan” insured and secure?
5
•
All the benefits under the Retirement Plan are insured by the Pension Benefit
Guaranty Corporation, up to a limit currently set at $4,125 per month (this amount may
be reduced based upon your age at retirement).
•
This is in excess of the amount that almost all Retirement Plan participants will
be entitled to receive under the Retirement Plan.
•
Also, neither Genesco nor the new owner own or have the right to use any of the
funds in the Retirement Plan. Retirement Plan assets are held in trust, do not belong
to the Company, and are protected by law.
34.
Could the benefits from the “Cash Balance Plan” be reduced?
•
The benefits that you have accrued in the Retirement Plan cannot be reduced.
35.
Can I roll my benefits in the “Cash Balance Plan” to the STEP Plan or an IRA?
•
Generally, you can roll your vested funds in the “Cash Balance Plan” to the STEP
Plan or an IRA when you retire.
•
If you terminate employment prior to early retirement or normal retirement (as such
terms are defined in the Retirement Plan) or you remain an active employee, your funds
remain in the “Cash Balance Plan” and continue to earn interest.
36.
After the transaction closes, will the 401(k) contributions and Company match that are
presently being made to the STEP Plan continue?
•
The new owner will decide whether to continue the STEP Plan, to adopt a new plan,
or to transfer participants into another plan.
•
There is no requirement that a 401(k) Plan be offered.
•
However, the merger agreement provides that current levels of certain benefits,
including the STEP Plan, will be continued for at least a year.
•
Vested amounts in the existing STEP Plan belong to the participant and are not
assets of the Company or the new owner.
37.
Can I take my STEP Plan balance out of the STEP Plan now?
•
Generally, under the STEP Plan’s provisions, you may not withdraw the vested funds
in your account unless your employment with the Company is terminated.
•
However, vested amounts in the STEP Plan belong to the participant and are not
assets of the Company or of the new owner.
38.
I hold Preferred Stock, what should I do now?
Subordinated Serial Preferred Stock:
$2.30 Series 1:
Your shares are convertible into common stock and redeemable. The Finish Line has informed Genesco
that it will call the $2.30 Series 1 shares for redemption following the completion of the
transaction. If you do not convert before the redemption date, you will receive the redemption
consideration of $40.00. If you exercise your right to convert into common stock prior to the
6
closing of the transaction, you will receive approximately $45.42 per share of $2.30 Series 1
converted (subject to the completion of the transaction).
$4.75 Series 3:
Your shares are convertible into common stock and redeemable. The Finish Line has informed Genesco
that it will call the $4.75 Series 3 shares for redemption following the completion of the
transaction. If you do not convert before the redemption date, you will receive the redemption
consideration of $100.00. If you exercise your right to convert into common stock prior to the
closing of the transaction, you will receive approximately $114.74 per share of $4.75 Series 3
converted (subject to the completion of the transaction).
$4.75 Series 4:
Your shares are convertible into common stock and redeemable. The Finish Line has informed Genesco
that it will call the $4.75 Series 4 shares for redemption following the completion of the
transaction. If you do not convert before the redemption date, you will receive the redemption
consideration of $100.00. If you exercise your right to convert into common stock prior to the
closing of the transaction, you will receive approximately $82.57 per share of $4.75 Series 4
converted (subject to the completion of the transaction).
$1.50 Subordinated Cumulative Preferred Stock:
Your shares are redeemable but not convertible. The Finish Line has informed Genesco that it will
call the $1.50 Subordinated Cumulative Preferred Stock shares for redemption following the
completion of the transaction. On the redemption date you will receive $30 per share of $1.50
Subordinated Cumulative Preferred Stock per share of $1.50 Subordinated Cumulative Preferred Stock
redeemed.
Employees’ Subordinated Convertible Preferred Stock:
Your shares are not currently redeemable but are convertible into either common stock or $1.50
Subordinated Cumulative Preferred Stock. If you exercise your right to convert into common stock,
you will receive $54.50 per share of Employees’ Subordinated Convertible Preferred Stock converted
(subject to the completion of the merger). The Finish Line has informed Genesco that it may
commence a tender offer and consent solicitation for shares of Employees’ Subordinated Convertible
Preferred at $54.50 per share that is conditioned on (i) the consummation of the merger and (ii)
the tendering holders of the Employees’ Preferred Stock granting proxies to vote in favor of the
merger and an amendment to the Genesco’s charter to allow for the redemption of the Employees’
Preferred Stock after the consummation of the merger at $54.50 per share. However, neither the
making of nor consummation of the tender offer, nor the approval of Genesco’s shareholders of the
charter amendment, is a condition to the closing of the merger for any party. Genesco’s Board has
also agreed to recommend to the shareholders the approval of the charter amendment, effective upon
the closing of the merger, that would make the Employees’ Subordinated Convertible Preferred Stock
redeemable for $54.50 following the closing.
7
Important Additional Information and Where to Find It
In connection with the proposed merger, Genesco will file a proxy statement with the Securities and
Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by Genesco at the SEC website at http://
www.sec.gov. The proxy statement and other documents also may be obtained for free from Genesco by
directing such request to Genesco, Office of the Secretary, 1415 Murfreesboro Road, Nashville,
Tennessee37217, telephone (615) 367-7000.
Finish Line may commence a tender offer for shares of Genesco’s employees’ subordinated convertible
preferred stock, which are currently not redeemable (the “Employees Preferred Stock”), at $54.50
per share, subject to certain conditions (the “Tender Offer”). The Tender Offer has not been
commenced and may not be commenced. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. If the Tender Offer is commenced, the
solicitation and the offer to buy shares of the Employee Preferred Stock will be made solely by an
offer to purchase and related letter of transmittal to be disseminated to the holders of the
Employee Preferred Stock if and when the Tender Offer is the commenced. If the Tender Offer is
commenced, holders of the Employee Preferred Stock are advised to read the Offer to Purchase on
Schedule TO that Finish Line will file with the Securities and Exchange Commission in the event the
Tender Offer is commenced and the solicitation/recommendation of the Board of Directors of Genesco
on Schedule 14D-9 that Genesco may file in the event the Tender Offer is commenced, when they are
available, because these documents will contain important information. If the Tender Offer is
commenced, the Offer to Purchase, the Solicitation/Recommendation Statement and any other relevant
documents filed with the SEC will be made available to holders of the Employee Preferred Stock at
no expense to them and will also be available without charge at the Securities and Exchange
Commission’s website at www.sec.gov.
Participants in the Solicitation
Genesco and its directors, executive officers and other members of its management and employees may
be deemed participants in the solicitation of proxies from its shareholders in connection with the
proposed merger. Information concerning the interests of Genesco’s participants in the
solicitation, which may be different than those of Genesco shareholders generally, is set forth in
Genesco’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will
be set forth in the proxy statement relating to the merger when it becomes available
8
EXHIBIT 99.1
FINISH LINE TO ACQUIRE GENESCO CREATING LEADING $2.8 BILLION RETAILER
Transaction Provides The Finish Line with Increased Scale,
Diversification and New Growth Opportunities
INDIANAPOLIS and NASHVILLE — June 18, 2007 — The Finish Line, Inc. (NASDAQ: FINL) and Genesco
Inc. (NYSE: GCO) today announced that the Boards of Directors of both companies have unanimously
approved a definitive merger agreement under which The Finish Line will acquire all of the
outstanding common shares of Genesco for $54.50 per share in cash. The total transaction value is
approximately $1.5 billion. The offer price represents a premium of 37.7% over Genesco’s
three-month average undisturbed stock price ended March 9, 2007. The transaction is expected to be
completed in Fall 2007. The Finish Line expects the transaction to be accretive to its net income,
before consideration of incremental amortization resulting from the transaction, in the first full
year after closing.
The transaction enhances The Finish Line’s position as a leading footwear and apparel retailer.
With Genesco, The Finish Line will have strong market positions across multiple footwear and
apparel categories, including athletic, sport casual, lifestyle, brown shoe and headwear. The
combined company’s portfolio of retail concepts will include Finish Line, Man Alive and Paiva as
well as Journeys, Journeys Kids, Shi by Journeys, Underground Station, Jarman, Johnston & Murphy,
Hat World, Lids, Hat Shack, Hat Zone, Head Quarters, Cap Connection and Lids Kids. In addition,
the combined company’s licensed and wholesale footwear and apparel business will include Johnston &
Murphy and licensed brands.
“This is a compelling strategic transaction that affords exciting opportunities to our
shareholders, business partners and employees,” said Alan H. Cohen, Chief Executive Officer of The
Finish Line. “With Genesco, we will enhance our strength in athletics and gain an immediate
presence in new and growing retail categories to further diversify our business and deepen our
vendor relationships. We believe the increased scale achieved through our combination will better
enable us to drive strong returns in this competitive retail environment.
“We have great admiration for the Genesco team and their proven record of identifying and
capitalizing on new consumer trends. Their long-term success in operating under different retail
banners and their industry-leading merchandising strategies will strongly complement our own
initiatives,” continued Mr. Cohen. “The Finish Line and Genesco share a heritage of superior
service, dedication to employees and a culture of creativity. Through this combination, we ensure
that these characteristics that have long distinguished our companies will continue. We welcome
Genesco’s management and employees to The Finish Line and are confident that they will be an
important part of the combined company’s success.”
“Following a review of our strategic alternatives, we believe that this combination is in the best
interests of our shareholders. We have long admired The Finish Line’s entrepreneurial spirit, and
believe that together we will be able to leverage the combined companies’ scale and talents,” said
Genesco’s Chief Executive Officer, Hal N. Pennington. “In addition, Genesco and The Finish Line
share similar philosophies that promote a strong team culture and the spirit of creativity. These
value systems, which have long distinguished our companies, will continue to define the next
chapter of our history together.”
Benefits of the Transaction
•
Increased Scale. On a pro forma basis, the combined company had revenues of approximately $2.8 billion, based on the twelve months trailing as of May 31, 2007. In addition, The Finish
Line will have expanded platforms for future growth with 2,870 retail stores throughout the
United States, Canada and Puerto Rico.
•
New Growth Opportunities. Already a leader in athletic footwear
and apparel with its Finish Line stores, the transaction adds
growing retail concepts to The Finish Line’s portfolio. These
include Journeys, which offers the most trend-relevant footwear
and accessories for young adults, Hat World, the leading
mall-based retailer of the latest team and fashion headwear, and
Johnston and Murphy, the premier lifestyle brand for men. The
Finish Line will also gain a presence in the growing branded and
licensed wholesale business, as well as the recently launched
concepts of Shi by Journeys and Lids Kids.
•
Broad Portfolio of Retail Businesses. As a result of the combined
company’s multiple retail concepts and more extensive product
offerings across footwear and apparel categories, The Finish Line
will be able to satisfy a wider spectrum of consumers and their
needs.
•
Cost Savings and Operational Efficiencies. The transaction is
expected to generate approximately $15 million to $20 million in
annual cost savings beginning in the first full year of
operations, including integration costs, from shared
administrative services, increased scale in purchasing, marketing
and advertising, and sourcing and logistics efficiencies. This
transaction is about growth, and The Finish Line does not expect
significant changes to the workforce.
Financing
The Finish Line expects the transaction to be funded through a combination of approximately $11
million in cash on hand and up to $1.6 billion in financing pursuant to a commitment provided by
UBS Securities LLC, consisting of a Revolving Credit Facility, a Senior Secured Term Loan and a
Senior Bridge Facility. Following the transaction, The Finish Line believes its strong cash flow
from operations will allow it to reduce its net debt and fully fund its growth initiatives.
Headquarters
Upon the close of the transaction, Genesco will become a subsidiary of The Finish Line. The
Company will be headquartered in Indianapolis, Indiana and will maintain Genesco’s operations in
Nashville, Tennessee.
Approvals and Time to Close
The transaction is subject to approval by Genesco shareholders and the satisfaction of customary
closing conditions and regulatory approvals, including expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
transaction is expected to close in Fall 2007 and is not subject to any financing conditions.
Advisors
UBS Securities LLC served as financial advisor to the Board of Directors of The Finish Line in
connection with the transaction. Peter J. Solomon Company also provided financial advisory
services to the Finish Line Board, and Gibson, Dunn & Crutcher LLP is legal counsel. Goldman,
Sachs & Co. served as financial advisor to Genesco, and Bass, Berry & Sims PLC is legal counsel.
Conference Call and Webcast
The Finish Line will hold a conference call and webcast today at 10:00 a.m. Eastern Time to discuss
this morning’s announcement. Presentation materials can be accessed through the companies’
websites at www.finishline.com or www.genesco.com. To participate in the call, dial 888-603-6873,
conference code 8926590. International callers should dial 973-582-2706. The call will also be
simultaneously webcast at www.finishline.com and www.genesco.com.
A replay of the conference call will be available through June 25, 2007 and can be accessed by
dialing 877-519-4471, conference code 8926590. International callers can access the replay by
dialing 973-341-3080. The replay will also be available at www.finishline.com and www.genesco.com.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear and accessories in
more than 2,050 retail stores in the United States and Canada, principally under the names
Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy, Underground Station, Hatworld, Lids,
Hat Shack, Hat Zone, Head Quarters and Cap Connection, and on internet websites www.journeys.com,
www.journeyskidz.com, www.undergroundstation.com, www.johnstonmurphy.com, www.lids.com,
www.hatworld.com, and www.lidscyo.com. The Company also sells footwear at wholesale under its
Johnston & Murphy brand and under the licensed Dockers brand. Additional information on Genesco and
its operating divisions may be accessed at its website http://www.genesco.com.
About The Finish Line, Inc.
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 694 Finish Line
stores in 47 states and online, 93 Man Alive stores in 19 states, and 15 Paiva stores in 10 states
and online. To learn more about these brands, visit www.finishline.com, www.manalive.com and
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. 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,
but are not limited to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that
have been or may be instituted against Genesco and others following announcement of the proposal or
the merger agreement; (3) the inability to complete the merger due to the failure to obtain
shareholder approval or the failure to satisfy other conditions to the completion of the merger,
including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the receipt of other required regulatory approvals; (4) the failure to
obtain the necessary debt financing arrangements set forth in commitment letters received in
connection with the merger; (5) risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a result of the merger; (6) the
ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and
charges related to the merger and the actual terms of certain financings that will be obtained for
the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation
of the merger. Our businesses are also subject to a number of risks generally such as: (1)
changing consumer preferences; (2) the companies’ inability to successfully market their footwear,
apparel, accessories and other merchandise; (3) price, product and other competition from other
retailers (including internet and direct manufacturer sales); (4) the unavailability of products;
(5) the inability to locate and obtain favorable lease terms for the companies’ stores; (6) the
loss of key employees; (7) general economic conditions and adverse factors impacting the retail
athletic industry; (8) management of growth; and (9) other risks that are set forth in the “Risk
Factors,”“Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and
Financial Condition” sections of, and elsewhere, in their SEC filings, copies of which may be
obtained by contacting the investor relations departments of each company via their websites
www.finishline.com and www.genesco.com. Many of the factors that will determine the outcome of the
subject matter of this press release are beyond The Finish Line’s and Genesco’s ability to control
or predict. The companies undertake no obligation to release publicly the results of any revisions
to these forward looking statement that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
Important Additional Information and Where to Find It
In connection with the proposed merger, Genesco will file a proxy statement with the Securities and
Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by Genesco at the SEC website at http://
www.sec.gov. The proxy statement and other documents also may be obtained for free from Genesco by
directing such request to Genesco, Investor Relations, Office of the Secretary, 1415 Murfreesboro
Road, Nashville, Tennessee37217, telephone (615) 367-7000.
Finish Line may commence a tender offer for the approximately 60,000 outstanding shares of
Genesco’s employees’ subordinated convertible preferred stock, which are convertible into 60,000
shares of common stock but are currently not redeemable (the “Employees Preferred Stock”), at
$54.50 per share, subject to certain conditions (the “Tender Offer”). The Tender Offer has not
been commenced and may not be commenced. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. If the Tender Offer is commenced, the
solicitation and the offer to buy shares of the Employee Preferred Stock will be made solely by an
offer to purchase and related letter of transmittal to be disseminated to the holders of the
Employee Preferred Stock if and when the Tender Offer is the commenced. If the Tender Offer is
commenced, holders of the Employee Preferred Stock are advised to read the Offer to Purchase on
Schedule TO that Finish Line will file with the Securities and Exchange Commission in the event the
Tender Offer is commenced and the solicitation/recommendation of the Board of Directors of Genesco
on Schedule 14D-9 that Genesco may file in the event the Tender Offer is commenced, when they are
available, because these documents will contain important information. If the Tender Offer is
commenced, the Offer to Purchase, the Solicitation/Recommendation Statement and any other relevant
documents filed with the SEC will be made available to holders of the Employee Preferred Stock at
no expense to them and will also be available without charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Genesco and its directors, executive officers and other members of its management and employees may
be deemed participants in the solicitation of proxies from its shareholders in connection with the
proposed merger. Information concerning the interests of Genesco’s participants in the
solicitation, which may be different than those of Genesco shareholders generally, is set forth in
Genesco’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will
be set forth in the proxy statement relating to the merger when it becomes available.
