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As filed with the Securities and Exchange Commission on March 14, 2001
Registration No. 333-58541
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENESCO INC.
(Exact name of Registrant as specified in its Charter)
TENNESSEE
(State or other Jurisdiction of Incorporation or Organization)
62-0211340
(I.R.S. Employee Identification Number)
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(615) 367-7000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
ROGER G. SISSON
SECRETARY AND GENERAL COUNSEL
GENESCO INC.
1415 MURFREESBORO ROAD
NASHVILLE, TENNESSEE 37217-2895
(615) 367-7000
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent For Service)
Copy to:
BARBARA M. MAYDEN
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238
(615) 742-6200
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 2 (this "Amendment")
to the Registration Statement on Form S-3 (Registration No. 333-58541) (the
"Registration Statement") of Genesco Inc., a Tennessee corporation ("Genesco")
is to deregister $2,855,000 principal amount of the 5 1/2% Convertible
Subordinated Notes due 2005 (the "Notes") as well as the 135,662 shares of
common stock, par value $1.00 per share, of Genesco (the "Common Stock")
issuable upon conversation of the Notes both of which were registered pursuant
to the Registration Statement and represent the Notes and shares of Common Stock
(issuable upon conversion of the Notes) not sold pursuant to the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has duly caused this Post-Effective Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on this 13th day of March, 2001.
GENESCO INC.
By: /s/ Roger G. Sisson
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Roger G. Sisson
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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* Chief Executive Officer of the Company and March 13, 2001
- ---------------------------------------------- Chairman of the Board of Directors (Principal
Ben T. Harris Executive Officer)
/s/ Hal N. Pennington President, Chief Operating Officer and Director March 13, 2001
- ----------------------------------------------
Hal N. Pennington
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* Senior Vice President - Finance March 13, 2001
- ---------------------------------------------- Chief Financial Officer (Principal Financial
James S. Gulmi Officer
* Chief Accounting Officer March 13, 2001
- ----------------------------------------------
Paul D. Williams
* Director March 13, 2001
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W. Lipscomb Davis, Jr.
* Director March 13, 2001
- ----------------------------------------------
Joel C. Gordon
* Director March 13, 2001
- ----------------------------------------------
William A. Williamson, Jr.
* Director March 13, 2001
- ----------------------------------------------
Kathleen Mason
* Director March 13, 2001
- ----------------------------------------------
William S. Wire, II
* Director March 13, 2001
- ----------------------------------------------
Gary M. Witkin
Director
- ----------------------------------------------
Robert V. Dale
Director
- ----------------------------------------------
Leonard L. Berry
* /s/ Roger G. Sisson March 13, 2001
- ----------------------------------------------
Roger G. Sisson
Attorney-in-Fact