ORIGINAL FILING ON SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
GENESCO INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
371532102
(CUSIP Number)
November 28, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
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).
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CUSIP No. 371532102
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Page 2 of 9 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Serengeti Asset Management LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,146,800 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,146,800 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,146,800 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0% |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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CUSIP No. 371532102
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Page 3 of 9 Pages |
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1 |
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NAMES OF REPORTING PERSONS
J.L. Serengeti Management LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,146,800 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,146,800 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,146,800 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0% |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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CUSIP No. 371532102
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Page 4 of 9 Pages |
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1 |
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NAMES OF REPORTING PERSONS
Joseph A. LaNasa III |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,146,800 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,146,800 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,146,800 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.0% |
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12 |
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TYPE OF REPORTING PERSON |
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IN |
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CUSIP No. 371532102
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Page 5 of 9 Pages |
Item 1.
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(a) |
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Name of Issuer |
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Genesco Inc. |
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(b) |
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Address of Issuers Principal Executive Offices |
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1415 Murfreesboro Road, Nashville, Tennessee 37217-2895 |
Item 2.
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(a) |
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Name of Person Filing |
This statement is jointly filed by and on behalf of each of Serengeti Asset Management LP,
J.L. Serengeti Management LLC and Joseph A. LaNasa III with respect to the ownership of shares of
common stock of Genesco Inc. by Serengeti Partners LP and Serengeti Overseas Ltd. Serengeti Asset
Management LP acts as an investment adviser to, and manages investment and trading accounts of,
other persons, including Serengeti Partners LP and Serengeti Overseas Ltd. Serengeti Asset
Management LP may be deemed, through investment advisory contracts or otherwise, to beneficially
own securities owned by other persons, including Serengeti Partners LP and Serengeti Overseas Ltd.
J.L. Serengeti Management LLC is the general partner of Serengeti Asset Management LP and may be
deemed to control Serengeti Asset Management LP and beneficially own securities owned by Serengeti
Asset Management LP. Mr. LaNasa is the sole member of J.L. Serengeti Management LLC and may be
deemed to control J.L. Serengeti Management LLC and beneficially own securities owned by J.L.
Serengeti Management LLC.
Each reporting person declares that neither the filing of this statement nor anything herein
shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g)
of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each reporting person may be deemed to be a member of a group with respect to the issuer or
securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the issuer or otherwise with respect to the issuer or any securities
of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
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(b) |
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Address of Principal Business Office or, if none, Residence |
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The address of the principal business office of each reporting person is 632 Broadway, 12th
Floor, NewYork, NY 10012. |
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(c) |
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Citizenship |
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See Item 4 on the cover pages hereto. |
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(d) |
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Title of Class of Securities |
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Common Stock |
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(e) |
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CUSIP Number |
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371532102 |
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CUSIP No. 371532102
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Page 6 of 9 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
(b)
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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d)
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o
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An investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8). |
(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); |
(g)
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o
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A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); |
(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813); |
(i)
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A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j)
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A group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
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(a) |
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Amount beneficially owned: |
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See Item 9 on the cover pages hereto. |
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(b) |
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Percent of class: |
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See Item 11 on the cover pages hereto. |
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(c) |
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Number of shares as to which such person has: |
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(i) |
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Sole power to vote or to direct the vote: |
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See Item 5 on the cover pages hereto. |
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(ii) |
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Shared power to vote or to direct the vote: |
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See Item 6 on the cover pages hereto. |
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(iii) |
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Sole power to dispose or to direct the disposition of: |
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See Item 7 on the cover pages hereto. |
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(iv) |
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Shared power to dispose or to direct the disposition of: |
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See Item 8 on the cover pages hereto. |
Item 5. Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
See response to Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
Not Applicable.
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CUSIP No. 371532102
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Page 7 of 9 Pages |
Item 8. Identification and Classification of Members of the Group
Each reporting person may be deemed to be a member of a group with respect to the issuer or
securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the issuer or otherwise with respect to the issuer or any securities
of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
Item 9. Notice of Dissolution of Group
Each reporting person may be deemed to be a member of a group with respect to the issuer or
securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting
person declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a
partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding,
or disposing of securities of the issuer or otherwise with respect to the issuer or any securities
of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
December 5, 2007
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Serengeti Asset Management LP
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By: |
/s/ Brandon W. Gardner
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Brandon W. Gardner |
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Authorized Person |
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J.L. Serengeti Management LLC
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By: |
/s/ Joseph A. LaNasa III
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Joseph A. LaNasa III |
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Authorized Person |
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Joseph A. LaNasa III
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/s/ Joseph A. LaNasa III
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Joseph A. LaNasa III |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Joint Filing Agreement dated December 5, 2007 among Serengeti
Asset Management LP, J.L. Serengeti Management LLC and Joseph A.
LaNasa III |
EX-99.1
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the
Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees to the
joint filing, on behalf of each of them, of any filing required by such party under Section 13 or
Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such
security is registered on a national securities exchange, also with the exchange), and further
agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement
as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until
revoked by any party hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing
Agreement to be executed and effective as of December 5, 2007.
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Serengeti Asset Management LP
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By: |
/s/ Brandon W. Gardner
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Brandon W. Gardner |
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Authorized Person |
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J.L. Serengeti Management LLC
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By: |
/s/ Joseph A. LaNasa III
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Joseph A. LaNasa III |
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Authorized Person |
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Joseph A. LaNasa III
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/s/ Joseph A. LaNasa III
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Joseph A. LaNasa III |
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