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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
( ) Definitive Proxy Statement
(x ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Genesco Inc.
(Name of Registrant as Specified In Its Charter)
Genesco Inc.
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
GENESCO INC.
P Proxy Solicited on Behalf of the Board of Directors of
R the Company for Annual Meeting June 26, 1996
O
X The undersigned hereby constitutes and appoints David M. Chamberlain,
Y Harry D. Garber, and W. Lipscomb Davis, Jr. and each of them, his true
and lawful agents and proxies with full power of substitution in each,
to represent the undersigned at the Annual Meeting of Shareholders of
GENESCO INC. to be held on June 26, 1996, and at any adjournments
thereof, on all matters coming before said meeting.
CHANGE OF ADDRESS: (Comments)
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(If you have written in the above space,
please mark in the corresponding box on the
reverse side of this card)
You are encouraged to specify your choice by marking the appropriate boxes,
SEE REVERSE SIDE. You need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations, though you must sign and return
this card if you wish your shares to be voted.
SEE REVERSE
SIDE
[X] Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR each of the
proposals referred to below.
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
FOR WITHHELD
1. Election of [ ] [ ] Nominees: D.M. Chamberlain, W.L.
Directors Davis, Jr., J. Diebold, R.H. Evans,
H.D. Garber, K. Mason, J.C. Gordon,
W.A. Williamson, Jr. and W.S.
Wire II.
FOR AGAINST ABSTAIN
2. Approval of [ ] [ ] [ ]
Independent
Accountants
3. Approval of Genesco [ ] [ ] [ ]
1996 Stock Incentive
Plan.
For, except vote withheld from the following nominee(s) as indicated below:
___________________________________
Change of
Address/ [ ]
Comments on
Reverse Side
SIGNATURE(S)____________________ DATE _________ By signing, you revoke all
proxies heretofore given.
NOTE: Please sign exactly as name appears hereon. PLEASE MARK, SIGN, DATE
Joint owners should each sign. When signing as AND RETURN THIS PROXY
attorney, executor, administrator, trustee or CARD PROMPTLY USING THE
guardian, please give full title as such. If signer ENCLOSED ENVELOPE.
is a corporation, please sign full corporate name by
duly authorized officer.