1
Exhibit (99)
GENESCO STOCK SAVINGS PLAN
Financial Statements
January 31, 1996 and 1995
2
April 2, 1996
To the Participants and Administrator
of the Genesco Stock Savings Plan
Report of Independent Accountants
In our opinion, the accompanying statement of financial
condition and the related statement of income and changes in
plan equity present fairly, in all material respects, the
financial condition of the Genesco Stock Savings Plan at
January 31, 1996 and 1995, and the income and changes in plan
equity for each of the three years in the period ended January
31, 1996, in conformity with generally accepted accounting
principles. These financial statements are the responsibility
of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion
expressed above.
/s/ Price Waterhouse LLP
3
GENESCO STOCK SAVINGS PLAN
Statement of Financial Condition
January 31
----------------------------------------------------------------------------------------------------
ASSETS 1996 1995
----------------------------------------------------------------------------------------------------
Due from Genesco Inc. $ 61,612 $ 128,526
----------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 61,612 $ 128,526
====================================================================================================
LIABILITIES AND PLAN EQUITY
----------------------------------------------------------------------------------------------------
Payable to withdrawn participants $ 828 $ 8,317
Plan equity 60,784 120,209
----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $ 61,612 $ 128,526
====================================================================================================
The accompanying Notes are an integral part of these Financial Statements.
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4
GENESCO STOCK SAVINGS PLAN
Statement of Income and Changes in Plan Equity
For the Years Ended January 31
------------------------------------------------------------------------------------------------------
1996 1995 1994
------------------------------------------------------------------------------------------------------
Interest income $ 9,311 $ 15,509 $ 16,345
------------------------------------------------------------------------------------------------------
Employee contributions 88,938 210,779 302,040
Options exercised (19,278) (22,627) (188,238)
Distributions to withdrawn participants (138,396) (349,022) (84,138)
------------------------------------------------------------------------------------------------------
Net increase (decrease) in plan equity (59,425) (145,361) 46,009
Plan equity at beginning of period 120,209 265,570 219,561
------------------------------------------------------------------------------------------------------
PLAN EQUITY AT END OF PERIOD $ 60,784 $ 120,209 $ 265,570
======================================================================================================
The accompanying Notes are an integral part of these Financial Statements.
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5
GENESCO STOCK SAVINGS PLAN
Notes to Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The records of the Genesco Stock Savings Plan (the "Plan") are
maintained on the accrual basis of accounting.
All expenses incurred in administration of the Plan are paid by
Genesco Inc. (the "Company") and are excluded from these financial
statements.
NOTE 2
THE PLAN
BACKGROUND AND SUMMARY
The following description of the Plan provides only general
information. Participants should refer to the Plan prospectus for a
more complete description of the Plan's provisions.
The Plan was created in June 1990 to advance the interests of the
Company and its shareholders by enabling the Company to attract and
retain qualified employees and by encouraging employees to identify
with shareholder interests through the acquisition of shares of the
Company's common stock.
During fiscal year 1996, the Company's board of directors voted to
adopt a new plan, the Genesco Employee Stock Purchase Plan, as a
replacement for the Plan. The board of directors' adoption was
approved by the Company's shareholders on June 28, 1995.
Consequently, the options granted on October 1, 1994 ("Plan 1994") are
the final options to be granted under the Plan.
ELIGIBILITY
All employees become eligible to participate in the Plan after one
year of employment with more than 1,000 hours of service and annual
compensation of less than $100,000.
CONTRIBUTIONS
Contributions to the Plan are solely from participating employees of
the Company who, through after-tax payroll deductions, may use their
contributions, and interest earned thereon, to purchase common stock
of the Company at the end of a two-year option period.
An option enables the participant to purchase shares of the Company's
common stock at the lower of the fair market value of such shares at
the date the option is granted or the date at which it is exercised
The options granted and rights thereto may not be sold, assigned,
pledged or otherwise transferred and may be exercised during the
lifetime of the participant only by the participant.
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6
GENESCO STOCK SAVINGS PLAN
Notes to Financial Statements
NOTE 2
THE PLAN, CONTINUED
PARTICIPANT ACCOUNTS
A separate account is maintained for participant's contributions and
interest income thereon. The Company provides each participant with an
annual statement reflecting the value of their account. Participant
contributions are held by Genesco Inc., which has an unfunded and
unsecured obligation to the Plan.
The Plan requires interest income to be credited to the participants'
accounts quarterly based on their average account balance and computed
using the index rate of a local bank in effect on the first business
day of each quarter.
VESTING
Participants are 100% vested in the value of their account and may
withdraw from the Plan at any time with 30 days advance notice.
If a participant is terminated for any reason other than retirement or
death, the participant's involvement in the Plan and any unexercised
options automatically terminate, and the participant will receive the
balance of their account in cash.
TERMINATION OF THE PLAN
The Company reserves the right to terminate the Plan at any time. In
the event of plan termination, the balance of each participant's
account shall be paid in cash as soon as is reasonably practical.
PLAN ADMINISTRATOR
The Plan is administered by the director of employee benefits of the
Company and, as to certain matters, by the compensation committee of
the board of directors or the board of directors of the Company.
REGULATORY MATTERS
The Plan is intended to qualify as an Employee Stock Purchase Plan
within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended. Accordingly, no income will result for federal
income tax purposes when an option is granted or exercised, however,
income may result upon disposition of the stock. Interest accruing on
a participant's account is includable in taxable income of the
participant upon the earlier of withdrawal from the Plan or exercise
of the participant's option.
The Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
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7
GENESCO STOCK SAVINGS PLAN
Notes to Financial Statements
NOTE 3
SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------
PLAN PLAN PLAN
OPTIONS TO PURCHASE COMPANY STOCK TOTAL 1992 1993 1994
-------------------------------------------------------------------------------------------------------
Outstanding, January 31, 1994 78,675 42,299 36,376 -
-------------------------------------------------------------------------------------------------------
Granted 66,158 - - 66,158
Exercised (9,527) (9,527) - -
Withdrawn (54,877) (32,772) (19,564) (2,541)
-------------------------------------------------------------------------------------------------------
Outstanding, January 31, 1995 80,429 -0- 16,812 63,617
-------------------------------------------------------------------------------------------------------
Exercised (4,284) - (4,284) -
Withdrawn (39,975) - (12,528) (27,447)
-------------------------------------------------------------------------------------------------------
Outstanding, January 31, 1996 36,170 - -0- 36,170
=======================================================================================================
Fair market value of stock at date of grant $ 7.625 $ 8.625 $ 2.50
Date of grant 10/1/92 10/1/93 10/1/94
Fair market value of stock at date of exercise $ 2.375 $ 4.50 N/A
Exercise date 9/30/94 9/30/95 9/30/96
-------------------------------------------------------------------------------------------------------
PLAN PLAN PLAN
NUMBER OF PARTICIPANTS TOTAL 1992 1993 1994
-------------------------------------------------------------------------------------------------------
As of February 1, 1994 300 161 139 -
-------------------------------------------------------------------------------------------------------
Initial enrollment 284 - - 284
Exercised options (38) (38) - -
Withdrawn (210) (123) (73) (14)
-------------------------------------------------------------------------------------------------------
As of January 31, 1995 336 -0- 66 270
-------------------------------------------------------------------------------------------------------
Exercised options (19) - (19) -
Withdrawn (206) - (47) (159)
-------------------------------------------------------------------------------------------------------
As of January 31, 1996 111 - -0- 111
=======================================================================================================
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8
Exhibit (99)
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
January 31, 1996
9
April 2, 1996
To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
Report of Independent Accountants
In our opinion, the accompanying statement of financial condition and the
related statement of income and changes in plan equity present fairly, in all
material respects, the financial condition of the Genesco Employee Stock
Purchase Plan at January 31, 1996 and the income and changes in plan equity for
the period then ended in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the plan's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
/s/ Price Waterhouse LLP
10
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Financial Condition
January 31
------------------------------------------------------------------------------------
ASSETS 1996
------------------------------------------------------------------------------------
Due from Genesco Inc. $171,137
------------------------------------------------------------------------------------
TOTAL ASSETS $171,137
====================================================================================
LIABILITIES AND PLAN EQUITY
------------------------------------------------------------------------------------
Payable to withdrawn participants $ 2,309
Plan equity 168,828
------------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $171,137
====================================================================================
The accompanying Notes are an integral part of these Financial Statements.
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11
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Income and Changes in Plan Equity
For the Four Months Ended January 31
-------------------------------------------------------------------------------------------
1996
-------------------------------------------------------------------------------------------
Employee contributions $172,095
Options exercised -
Distributions to withdrawn participants (3,267)
------------------------------------------------------------------------------------------
Net increase in plan equity 168,828
Plan equity at beginning of period -
------------------------------------------------------------------------------------------
PLAN EQUITY AT END OF PERIOD $168,828
==========================================================================================
The accompanying Notes are an integral part of these Financial Statements.
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12
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The records of the Genesco Employee Stock Purchase Plan (the "Plan")
are maintained on the accrual basis of accounting.
All expenses incurred in administration of the Plan are paid by
Genesco Inc. (the "Company") and are excluded from these financial
statements.
NOTE 2
THE PLAN
BACKGROUND AND SUMMARY
The following description of the Plan provides only general
information. Participants should refer to the Plan prospectus for a
more complete description of the Plan's provisions.
The Plan was created in June 1995 to advance the interests of the
Company and its shareholders by attracting and retaining qualified
employees and by encouraging them to identify with shareholder
interests through the acquisition of shares of the Company's common
stock.
ELIGIBILITY
Each employee, excluding statutory insiders, whose total annual base
salary is less than $100,000 and whose customary employment is
greater that 20 hours per week and greater than five months per year
is eligible to participate in the Plan as long as the employee has
been employed by the Company for at least six months prior to the
grant date.
CONTRIBUTIONS
Contributions to the Plan are solely from participating employees of
the Company who, through after-tax payroll deductions, may use their
contributions to purchase common stock of the Company at the end of a
one- year option period. The maximum number of shares available to
any participant is the lower of 2,000 a year or that number of shares
equal to $10,000 divided by the closing market price of the common
stock on the grant date. The maximum contribution is $10,000 a year
or 15% of the participant's base pay. Shares will be purchased
September of the year following the October 1 grant date with the
initial grant date being October 1, 1995.
An option enables the participant to purchase shares of the Company's
common stock at the lower of 85% of the market value on the grant
date or 85% of the market value on the exercise date. Options are to
be granted each year through August 1, 2005, unless the board of
directors, at its discretion, determines in advance that no options
are to be granted. The options granted and rights thereto may not be
sold, assigned, pledged or otherwise transferred and may be exercised
during the lifetime of the participant only by the participant.
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13
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 2
THE PLAN, CONTINUED
PARTICIPANT ACCOUNTS
A separate account is maintained for participant's contributions.
The Company provides each participant with an annual statement
reflecting the value of their account. Participant contributions are
held by Genesco Inc., which has an unfunded and unsecured obligation
to the Plan.
VESTING
Participants are 100% vested in the value of their account and may
withdraw from the Plan at any time except during the period of
September 15 through September 30 which is the time that preparations
are made for the issuance of the stock each year.
If a participant is terminated for any reason other than retirement
or death, the participant's involvement in the Plan and any
unexercised options automatically terminate, and the participant will
receive the balance of their account in cash.
TERMINATION OF THE PLAN
The Company reserves the right to terminate the Plan at any time. In
the event of plan termination, the balance of each participant's
account shall be paid in cash as soon as is reasonably practical.
PLAN ADMINISTRATOR
The Plan is to be administered by the compensation committee of the
board of directors or another designee of the board of directors.
REGULATORY MATTERS
The Plan is intended to qualify as an Employee Stock Purchase Plan
within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended. Accordingly, no income will result for federal
income tax purposes when an option is granted or exercised, however,
income may result upon disposition of the stock.
The Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
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14
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 3
SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------
PLAN
OPTIONS TO PURCHASE COMPANY STOCK 1995
--------------------------------------------------------------------------------------
Granted - October 1, 1995 134,752
Exercised -
Withdrawn (4,187)
--------------------------------------------------------------------------------------
Outstanding, January 31, 1996 130,565
======================================================================================
85% of fair market value of stock at date of grant $ 3.72
Date of grant 10/1/95
85% of fair market value of stock at date of exercise N/A
Exercise date 9/30/96
--------------------------------------------------------------------------------------
PLAN
NUMBER OF PARTICIPANTS 1995
--------------------------------------------------------------------------------------
Initial enrollment - October 1, 1995 220
Exercised options -0-
Withdrawn (10)
--------------------------------------------------------------------------------------
As of January 31, 1996 210
======================================================================================
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