EXHIBIT 3
[GRAPHIC]
COMMON INCORPORATED UNDER THE LAWS
OF THE STATE OF TENNESSEE
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NUMBER SHARES
NM
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PAR VALUE
ONE DOLLAR ($1.00) CUSIP 371532 10 2
PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS
GENESCO INC.
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
CERTIFICATE OF STOCK
[SEAL] of GENESCO Inc. (hereinafter referred to as the "Corporation"),
transferable on the books of the Corporation by the holder hereof, in
person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation of the Corporation and
all amendments thereof (copies of which are on file at the office of
the Corporation and its transfer agent), to all of which the holder of
this Certificate by acceptance hereof assents. This Certificate is not
valid until countersigned by the Transfer Agent and duly registered by
the Registrar.
Witness the seal of the Corporation and the signatures of its
duly authorized officers.
DATED:
COUNTERSIGNED AND REGISTERED: /s/ Xxx X. Xxxxxx
FIRST CHICAGO TRUST COMPANY OF NEW YORK -----------------------------------------
TRANSFER AGENT CHAIRMAN, PRESIDENT AND
AND REGISTRAR, CHIEF EXECUTIVE OFFICER
BY
/s/ Xxxxx X. Xxxxxx
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AUTHORIZED SIGNATURE SECRETARY
GENESCO INC.
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COPIES OF THE PROVISIONS SETTING FORTH THE RIGHTS AND
PREFERENCES OF ALL CLASSES OF CAPITAL STOCK OF THE COMPANY MAY
BY OBTAINED WITHOUT CHARGE FROM ANY TRANSFER AGENT, OR FROM THE
MAIN OFFICE OF THE CORPORATION.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ..........Custodian...........
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
JT TEN -- as joint tenants with right of
survivorship and not as tenants Act..........................
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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Shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within-named Company
with full power of substitution in the premises.
Dated,
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE
GUARANTOR INSTITUTION" WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE
17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
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SIGNATURE(S) GUARANTEED BY:
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This certificate also evidences and entitles the holder hereof to certain rights
as set forth in the Rights Agreement between
Genesco Inc. (the "Company") and
First Chicago Trust Company of New York (the "Rights Agent"), dated August 8,
1990, as amended and restated as of August 28, 2000 (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 the Company. 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. The Company will mail to the holder of this certificate a copy of
the Rights Agreement as in effect on the date of mailing, 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 or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement) whether currently held by or on behalf of such
person or by any subsequent holder, may become null and void.
