-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DZX+r8X+oRmcvmF8nsI/NZOwPtni1vz2c34y3ckk13RxTIHH6ATZJ1OPlEr7gMLF b2Hva0VBrpazqKRaCKV9pA== 0000906344-94-000025.txt : 19941219 0000906344-94-000025.hdr.sgml : 19941219 ACCESSION NUMBER: 0000906344-94-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941216 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESCO INC CENTRAL INDEX KEY: 0000018498 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 620211340 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08138 FILM NUMBER: 94565170 BUSINESS ADDRESS: STREET 1: GENESCO PK 1415 MURFREESBORO RD CITY: NASHVILLE STATE: TN ZIP: 37217 BUSINESS PHONE: 6153677000 MAIL ADDRESS: STREET 1: GENESCO PK 1415 MURFREESBORO RD CITY: NASHVILLE STATE: TN ZIP: 37217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D FOR GENESCO, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GENESCO, INC. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 371-532102 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -1- CUSIP No. 371-532102 SCHEDULE 13D Page 2 of 15 1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P. IRS Identification No. of Above Person 94-3091845 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power -0- SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0.0% 14 Type of Reporting Person PN -2- CUSIP No. 371-532102 SCHEDULE 13D Page 3 of 15 1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P. IRS Identification No. of Above Person 94-3139027 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power -0- SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0.0% 14 Type of Reporting Person PN -3- CUSIP No. 371-532102 SCHEDULE 13D Page 4 of 15 1 Name of Reporting Person THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA IRS Identification No. of Above Person 94-6042875 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 1,358,300* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,358,300* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,358,300* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.5%* 14 Type of Reporting Person EP * See response to Item 5. -4- CUSIP No. 371-532102 SCHEDULE 13D Page 5 of 15 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. IRS Identification No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 1,358,300* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,358,300* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,358,300* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.6%* 14 Type of Reporting Person PN, IA * See response to Item 5. -5- CUSIP No. 371-532102 SCHEDULE 13D Page 6 of 15 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 1,358,300* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,358,300* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,358,300* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.6%* 14 Type of Reporting Person CO * See response to Item 5. -6- CUSIP No. 371-532102 SCHEDULE 13D Page 7 of 15 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person 556 42 3196 2 Check the Appropriate Box if a Member of a Group (a)x (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization USA 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 1,358,300* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,358,300* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,358,300* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 5.6%* 14 Type of Reporting Person IN * See response to Item 5. -7- Item 1. Security and Issuer This Amendment No. 2 (the "Amendment") to Schedule 13D relates to shares of the common stock, $1.00 par value (the "Stock"), of Genesco, Inc., a Tennessee corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee 37217-2895. This Amendment is being filed because of certain sales set forth in Item 5(c) below. Item 2. Identity and Background This Amendment is filed on behalf of BK Capital Partners III, L.P. ("BK III"), BK Capital Partners IV, L.P. ("BK IV"), The Carpenters Pension Trust for Southern California (the "Carpenters Trust"), Richard C. Blum & Associates, L.P. ("RCBA L.P."), and Richard C. Blum & Associates, Inc. ("RCBA Inc."), and Richard C. Blum, the Chairman and substantial shareholder of RCBA Inc. (collectively, the "Reporting Persons"). RCBA L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: Name and Business Address Citizenship Principal Office Held Occupation in RCBA Inc. or Employment Richard C. Blum 909 Montgomery St. USA Chairman and Chairman and Suite 400 Director, Director San Francisco, CA RCBA, L.P. -8- Name and Business Address Citizenship Principal Office Held Occupation in RCBA Inc. or Employment Thomas L. 40 Wall Street USA Chairman, Kempner New York, NY 10005 Loeb Director Partners Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, Director and San Francisco, CA RCBA, L.P. Director George A. Pavlov 909 Montgomery St. USA Managing Managing Director, Suite 400 Director, Chief Financial San Francisco, CA Chief Officer and Financial Director Officer, RCBA, L.P. Alexander L. Dean 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, and Director RCBA, L.P. Peter E. Rosenberg 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, and Director RCBA, L.P. Michael Kane 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA, L.P. Donald S. Scherer 3 Embarcadero Center USA Director, Secretary Suite 700 Howard, San Francisco, CA Rice, et al. (law firm) BK III and BK IV are California limited partnerships, each of whose principal business is investing in securities. The principal office for each of them is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA L.P. is the sole general partner of BK III and BK IV. -9- The Carpenters Trust is a pension fund governed by the provisions of ERISA. Its principal office is located at 520 South Virgil Avenue, 4th Floor, Los Angeles, California 90020. RCBA L.P. is an investment adviser to the Carpenters Trust. The Carpenters Trust is governed by a board of trustees. The names of the executive officers and trustees of the Carpenters Trust, their addresses, citizenship and principal occupations are as follows. Principal Name and Business Address Citizenship Occupation Office Held or Employment Kim Frommer 22225 Acorn Street USA President Trustee Chatsworth, CA 91311 Frommer Inc. Curtis 4719 Exposition USA President Conyers, Jr. Boulevard Richard Lane Trustee Los Angeles, CA 90016 Company Richard Harris 1717 West Lincoln USA General Manager Trustee Avenue Wesseln Anaheim, CA 92801 Construction Co., Inc. Ralph Larison 1925 Water Street USA President Trustee Long Beach, CA 90802 Connolly-Pacific Co. Bert Lewitt 2901 28th Street USA President Trustee Santa Monica, CA 90405 Morley Construction Co. Ronald W. Tutor 15901 Olden Street USA President Co-Chairman, Sylmar, CA 91342 Tutor-Saliba Trustee Corporation J.D. Butler 412 Dawson Drive USA Treasurer Trustee Camarillo, CA 93010 Gold Coast District Council of Carpenters Douglas J. 520 South Virgil USA Secretary-Treasurer McCarron Avenue Southern California Chairman, Los Angeles, CA 90020 District Council of Trustee Carpenters Bill Perry 520 South Virgil USA Administrative Trustee Avenue Assistant Los Angeles, CA 90020 Southern California District Council of Carpenters Buddy Self 911 20th Street USA Financial Secretary Trustee Bakersfield, CA 93301 Carpenters Local Union 743 -10- Steve Graves 520 South Virgil USA Business Trustee Avenue Representative Los Angeles, CA 90020 Southern California District Council of Carpenters Fred Taylor 341 E. Wardlow USA Financial Secretary Trustee Road Carpenters Local Long Beach, CA 90807 Union 630 To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for previous purchases of Stock was the working capital of BK III, BK IV, the Carpenters Trust and another advisory client of RCBA Inc., as described in more detail in Item 5 below. Item 4. Purpose of Transaction. The Reporting Persons acquired the Stock for investment purposes. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of the Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, they may, at some future time, sell all or some of their shares of the Stock. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4, although the Reporting Persons may in the future take actions that would have such an effect. Item 5. Interest in Securities of the Issuer (a) & (b) According to the Issuer's most recent Form 10-Q, 24,343,663 shares of the Stock were outstanding as of December 9, 1994. When the trades reported in Item 5(c) below are settled, the only Reporting Person having direct holdings in the Stock will be the Carpenters Trust, which will hold 655,700 shares of the Stock, which is 2.7% of the outstanding Stock. -11- Because RCBA L.P. also has investment and voting discretion over 702,600 shares purchased on behalf of another advisory client, those shares are reported as beneficially owned by RCBA L.P. Such advisory client disclaims membership in a group with any of the Reporting Persons, and disclaims beneficial ownership of any shares held by the Reporting Persons. Because voting and investment decisions concerning the above shares are made by RCBA Inc., in its capacity as the sole general partner of RCBA L.P., the Reporting Persons (other than BK III and BK IV, which have disposed of all of their shares) affirm membership in a group. Therefore, each Reporting Person (other than BK III and BK IV) is deemed to have beneficial ownership of an aggregate of 1,358,300 shares of the Stock, which is 5.6% of the outstanding Stock. As Chairman, director and a substantial shareholder of RCBA Inc., Richard Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. Mr. Blum reserves the right to disclaim beneficial ownership of securities beneficially owned by RCBA Inc. Although Mr. Blum is joining in this Amendment as a Reporting Person, the filing of this Amendment shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) The following sales have been made during the last 60 days (all by BK IV in the open market): Trade Number of Price Per Date Shares Share 12/06/94 120,000 $1.875 12/09/94 255,800 1.875 12/12/94 146,200 1.875 12/13/94 5,000 1.875 12/16/94 22,400 1.875 Total 549,400 In addition, since Amendment No. 1 to Schedule 13D was filed (but not within the last 60 days), BK III disposed of the entire 118,900 shares of Stock it previously owned. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. -12- Item 7. Material to be Filed as Exhibits Joint Filing Undertaking. -13- Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: December 16, 1994. BK CAPITAL PARTNERS III, L.P. THE CARPENTERS PENSION TRUST BK CAPITAL PARTNERS IV, L.P. FOR SOUTHERN CALIFORNIA By Richard C. Blum & Associates, By Richard C. Blum L.P., its General Partner & Associates, L.P., its Investment Adviser By Richard C. Blum & By Richard C. Blum & Associates, Inc., its Associates, Inc., its General Partner General Parter By: /s/ Donald S. Scherer By: /s/ Donald S. Scherer Donald S. Scherer, Secretary Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, RICHARD C. BLUM & ASSOCIATES, L.P. INC. By Richard C. Blum & By: /s/ Donald S. Scherer Associates, Inc., its Donald S. Scherer, Secretary General Partner By: /s/ Donald S. Scherer Donald S. Scherer, Secretary /s/ George A. Pavlov RICHARD C. BLUM By: George A. Pavlov Attorney-in-Fact -14- JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to Amendment No. 2 to Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment jointly on behalf of each of such parties. DATED: December 16, 1994. BK CAPITAL PARTNERS III, L.P. THE CARPENTERS PENSION TRUST BK CAPITAL PARTNERS IV, L.P. FOR SOUTHERN CALIFORNIA By Richard C. Blum & Associates, By Richard C. Blum & L.P., its General Partner Associates, L.P., its Investment Advisor By Richard C. Blum & Associates, By Richard C. Blum & Inc., its General Partner Associates, Inc., its General Partner By: /s/ Donald S. Scherer By: /s/ Donald S. Scherer Donald S. Scherer, Donald S. Scherer, Secretary Secretary RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC. By Richard C. Blum & Associates, Inc., its General Partner By: /s/ Donald S. Scherer Donald S. Scherer, Secretary By: /s/ Donald S. Scherer Donald S. Scherer, Secretary /s/ George A. Pavlov RICHARD C. BLUM By: George A. Pavlov Attorney-in-Fact -15- -----END PRIVACY-ENHANCED MESSAGE-----