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EXHIBIT (99)
GENESCO EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
January 31, 1997 and 1996
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Report of Independent Accountants
April 10, 1997
To the Participants and Administrator
of the Genesco Employee Stock Purchase Plan
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, 1997 and 1996 and the income and changes in plan
equity for the year ended January 31, 1997 and the four months 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
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Financial Condition
January 31
ASSETS 1997 1996
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Due from Genesco Inc. $218,723 $171,137
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TOTAL ASSETS $218,723 $171,137
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LIABILITIES AND PLAN EQUITY
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Payable to withdrawn participants $ 2,078 $ 2,309
Plan equity 216,645 168,828
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TOTAL LIABILITIES AND PLAN EQUITY $218,723 $171,137
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The accompanying Notes are an integral part of these Financial Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Statement of Income and Changes in Plan Equity
For the Year Ended January 31, 1997
and Four Months Ended January 31, 1996
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1997 1996
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Employee contributions $ 543,528 $ 172,095
Options exercised (479,763) -
Distributions to withdrawn participants (15,948) (3,267)
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Net increase in plan equity 47,817 168,828
Plan equity at beginning of period 168,828 -
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PLAN EQUITY AT END OF PERIOD $ 216,645 $ 168,828
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The accompanying Notes are an integral part of these Financial Statements.
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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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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
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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 if 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
30 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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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 2
THE PLAN, CONTINUED
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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.
At the exercise date, the Company issues stock that is transferred to a
brokerage firm and allocated among the participants according to the number of
options exercised by each participant.
VESTING
Participants are 100% vested in the value of their account and may withdraw from
the Plan at any time except during the period 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 account balance 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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GENESCO EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
NOTE 3
SUPPLEMENTAL DATA
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PLAN PLAN
OPTIONS TO PURCHASE COMPANY STOCK TOTAL 1996 1995
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Granted - October 1, 1995 134,752 -0- 134,752
Exercised -0- -0- -0-
Withdrawn (4,187) -0- (4,187)
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Outstanding, January 31, 1996 130,565 -0- 130,565
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Granted - October 1, 1996 89,097 89,097 -0-
Exercised (129,038) -0- (129,038)
Withdrawn (3,381) (1,854) (1,527)
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Outstanding, January 31, 1997 87,243 87,243 -0-
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85% of fair market value of stock at date of grant $8.08 $3.72
Date of grant 10/1/96 10/1/95
85% of fair market value of stock at date of exercise N/A $7.97
Exercise date 9/30/97 9/30/96
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PLAN PLAN
NUMBER OF PARTICIPANTS TOTAL 1996 1995
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Initial enrollment - October 1, 1995 220 -0- 220
Exercised options -0- -0- -0-
Withdrawn (10) -0- (10)
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As of January 31, 1996 210 -0- 210
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Enrollment - October 1, 1996 435 435 -0-
Exercised options (195) -0- (195)
Withdrawn (27) (12) (15)
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Outstanding, January 31, 1997 423 423 -0-
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