1
EXHIBIT 99.2
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Amendment No. 3 to Rights Agreement dated as of November 9, 1998, amending
the Rights Agreement dated August 8, 1990, as amended on August 8, 1990 and on
March 10, 1998 (as amended, the "Agreement"), between Genesco Inc., a Tennessee
corporation (the "Company"), and First Chicago Trust Company of New York (the
"Rights Agent").
WHEREAS, on August 8, 1990, the Company and the Rights Agent entered into
the Agreement; and
WHEREAS, on August 8, 1990 and March 10, 1998 the Company and the Rights
Agent amended the Agreement; and
WHEREAS, Section 27 of the Agreement provides that prior to the
Distribution Date, the Company may amend the Agreement without the approval of
any holders of Common Shares; and
WHEREAS, the Company and the Rights Agent wish to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereby agree as follows:
1. Section 1(a) of the Agreement is hereby amended in its entirety to read as
follows:
(a) "Acquiring Person" means any Person (as hereinafter defined) who or
which, together with all Affiliates and Associates (as hereinafter defined) of
such Person, is the Beneficial Owner (as hereinafter defined) of 10% or more of
the Common Shares of the Company then outstanding, but does not include (i) the
Company; (ii) any Subsidiary of the Company (as hereinafter defined); (iii) any
employee benefit plan of the Company or of any Subsidiary of the Company; (iv)
any Person holding Common Shares for or pursuant to the terms of any such
employee benefit plan; (v) any Person who becomes the beneficial owner of 10% or
more of the Common Shares of the Company then outstanding in a transaction which
is approved in advance of its occurrence by a majority of the Company's Board of
Directors as being in the best interests of the Company; (vi) any Person that
within five Business Days of being notified by the Company of its status as an
Acquiring Person, certifies to the Company that such Person acquired beneficial
ownership of 10% or more of the Common Shares inadvertently or without knowledge
of the terms of the Rights Agreement and such certification is not determined by
a majority of the Company's Board of Directors to have not been made in good
faith, and such Person divests as promptly as practicable (but in no event more
than thirty calendar days following its certification or such shorter period as
may be determined by the Board of Directors) a sufficient number of Common
Shares so that such Person would hold less than 10% of the Common Shares then
outstanding; and (vii) any Person that becomes the Beneficial Owner of 10% or
more of the Common Shares solely as a result of a reduction in the number of
outstanding Common Shares of the Company in a transaction that is approved by
the Company's Board of Directors, provided that such Person will immediately be
an Acquiring Person in the event such Person, while the Beneficial Owner of 10%
or more of the Common Shares of the Company then outstanding, thereafter becomes
the Beneficial Owner of a number of Common Shares of the Company (other than as
a result of a stock split or stock dividend) that is greater than the number of
Common Shares of which it was the Beneficial Owner on
2
the date of the reduction in the number of outstanding Common Shares that caused
it to be the Beneficial Owner of 10% or more of the Common Shares outstanding,
or in the event that such Person after such date acquires any additional Common
Shares of the Company (other than as a result of a stock split or stock
dividend) if after the acquisition such Person would be the Beneficial Owner of
15% or more of the Common Shares then outstanding.
2. Section 1(g) of the Agreement is hereby amended in its entirety to read as
follows:
(g) [intentionally left blank].
3. Section 3(c) of the Agreement is hereby amended in its entirety to read as
follows:
(c) Certificates for Common Shares which become outstanding (including,
without limitation, reacquired Common Shares referred to in the last sentence of
this paragraph (c)) after the Record Date but before the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date shall have
impressed, printed or written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in the Rights Agreement between
Genesco Inc. and First Chicago Trust Company of New York, dated
August 8, 1990, as amended on August 8, 1990, March 10, 1998 and
October 28, 1998 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on
file at the principal offices of Genesco Inc. Under certain
circumstances, as set forth in the Rights Agreement, such rights
will be evidenced by separate certificates and will no longer be
evidenced by this certificate. Genesco Inc. will mail to the
holder of this certificate a copy of the Rights Agreement without
charge after its receipt of a written request therefor. Under
certain circumstances, as set forth in the Rights Agreement,
rights issued to any Person who becomes an Acquiring Person (as
defined in the Rights Agreement) may become null and void.
With respect to certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. If
the Company acquires any Common Shares after the Record Date but before the
Distribution Date, any Rights associated with such Common Shares shall be deemed
canceled and retired so that the Company is not entitled to exercise any Rights
associated with the Common Shares which are no longer outstanding.
-2-
3
4. Section 23(a) of the Agreement is hereby amended in its entirety to read as
follows:
(a) The Board of Directors of the Company may at its option, at any time
before the earlier of (i) the Close of Business on the tenth day following the
Shares Acquisition Date and (ii) the Close of Business on the Final Expiration
Date, redeem all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, as such amount may be appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof or, in the discretion of the Board of Directors, its
equivalent in shares of the Company's stock, determined according to the current
per share market price of such shares as of the date of redemption (such amount,
the "Redemption Price").
5. Section 27 of the Agreement is hereby amended in its entirety to read as
follows:
Supplements and Amendments. Before the Distribution Date, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of Common
Shares. From and after the Distribution Date, the Company and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, (iii) to shorten or lengthen any time period
hereunder; provided, however, that this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to
Rights Agreement to be executed as of the date first written above.
GENESCO INC.
By /s/ Roger G. Sisson
-----------------------------------------
Name: Roger G. Sisson
Title: Secretary and General Counsel
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By /s/ Joanne Gorostiola
-----------------------------------------
Name: Joanne Gorostiola
Title: Assistant Vice President
-3-