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Genesco,
Inc.
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(Name
of Issuer)
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Common
Stock, par value $1 per share
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(Title
of Class of Securities)
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371532102
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(CUSIP
Number)
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Alan
Fournier
c/o
Pennant Capital Management, LLC
26
Main Street, Suite 203
Chatham,
NJ 07928
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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March
3, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
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* 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 disclosures provided in a prior cover page.
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The
information required on 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.
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371532102
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pennant
Capital 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)
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[_]
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,000,000
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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2,000,000
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 2,000,000 |
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8%
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14.
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TYPE
OF REPORTING PERSON
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IA,
OO
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CUSIP
No.
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371532102
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Alan
Fournier
c/o
Pennant Capital 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)
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[_]
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(b)
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[X]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,000,000
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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[_]
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2,000,000
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 2,000,000 |
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.8%
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14.
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TYPE
OF REPORTING PERSON
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IN
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CUSIP
No.
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371532102
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Item
1.
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Security
and Issuer.
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The
name of the issuer is Genesco, Inc.., a Tennessee corporation (the
"Issuer"). The address of the Issuer's offices is 1415
Murfreesboro Road, Nashville, Tennessee 37217. This schedule
relates to the Issuer's Common Shares (the "Shares").
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Item
2.
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Identity
and Background.
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(a-c,
f) This Schedule 13D is being filed by Pennant Capital Management, LLC, a
Delaware limited liability company (“Pennant Capital”), and Alan Fournier,
a United States citizen (each a “Reporting Person” and collectively the
“Reporting Persons”). The principal business address of the
Reporting Persons is 26 Main Street, Suite 203, Chatham, NJ
07928. Pennant Capital serves as the investment manager of
Pennant Offshore Partners, Ltd. and Pennant Windward Fund, Ltd., each a
Cayman Islands investment fund, and to Pennant Onshore Partners, LP,;
Pennant Onshore Qualified, LP, Pennant Spinnaker Fund, LP, and Pennant
Windward Fund, LP, each a Delaware investment fund (each a “Fund” and
collectively the “Funds”). Mr. Fournier serves as the managing
member of Pennant Capital and is primarily responsible for all investment
decisions regarding each Fund’s investment portfolio. The
Shares reported herein are held in the portfolios of the
Funds.
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(d)
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Alan
Fournier has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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None
of the Reporting Persons have, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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As
of the date hereof Pennant Capital Management, LLC may be deemed to
beneficially own 2,000,000 Shares.
As
of the date hereof Alan Fournier may be deemed to beneficially own
2,000,000 Shares.
No
borrowed funds were used to purchase the Shares reported herein, other
than any borrowed funds used for working capital purposes in the ordinary
course of business.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons acquired their Shares of the Issuer for investment
purposes.
The
Reporting Persons have no plans or proposals which, other than as
expressly set forth below, would relate to or would result in: (a) the
acquisition of additional securities of the Issuer or the disposition of
presently-owned securities of the Issuer; (b) any extraordinary corporate
transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board of
Directors or management of the Issuer; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any material
change in the operating policies or corporate structure of the Issuer; (g)
any change in the Issuer’s charter or by-laws; (h) the Shares of the
Issuer ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. The Reporting Persons, however, reserve
the right, at a later date, to effect one or more of such changes or
transactions in the number of Shares they may be deemed to beneficially
own.
The
Reporting Persons have been and may continue to be in contact with members
of the Issuer’s management, the Issuer’s Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer
could employ to improve shareholder value including, but not limited to,
the resolution of the Issuer’s current regulatory issues, its plans with
respect to financial matters, improving the composition of the Board of
Directors if they lack the skills and experience needed in order to handle
the difficult and complex challenges that the Issuer currently faces, the
implementation of corporate governance reforms and changes in the Issuer’s
management.
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Item
5.
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Interest
in Securities of the Issuer.
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As
of the date hereof, the Reporting Persons may be deemed to beneficially
own 2,000,000 Shares, or 8.8% of the Shares of the Issuer, based upon the
22,795,681 Shares outstanding as of November 30, 2007, according to the
Issuer’s most recent Form 10-Q filing.
Pennant
Capital Management, LLC shares the power to vote or direct the vote of
2,000,000 Shares to which this filing relates.
Pennant
Capital Management, LLC has the sole power to vote or direct the vote of 0
Shares to which this filing relates.
Pennant
Capital Management, LLC shares the power to dispose or direct the
disposition of the 2,000,000 Shares to which this filing
relates.
Pennant
Capital Management, LLC has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.
Pennant
Capital Management, LLC specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of its pecuniary interest
therein.
Alan
Fournier shares the power to vote or direct the vote of 2,000,000 Shares
to which this filing relates.
Alan
Fournier has the sole power to vote or direct the vote of 0 Shares to
which this filing relates.
Alan
Fournier shares the power to dispose or direct the disposition of the
2,000,000 Shares to which this filing relates.
Alan
Fournier has the sole power to dispose or direct the disposition of 0
Shares to which this filing
relates.
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Alan
Fournier specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
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| Each of the Reporting Persons has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, a portion of the Shares reported herein. |
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The
trading dates, number of shares purchased and sold and price per share for
all transactions in the Shares during the past 60 days by the Reporting
Persons on behalf of the Funds were all effected in broker transactions as
set forth on Exhibit B.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
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to
Securities of the Issuer.
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The
Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
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Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
A: Agreement between the Reporting Persons to file jointly
Exhibit
B: Schedule of Transactions in the Shares of the Issuer
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March
6, 2007
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(Date)
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PENNANT
CAPITAL MANAGEMENT, LLC*
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/s/
Alan Fournier
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Name:
Alan Fournier
Title:
Managing Member
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| ALAN FOURNIER* | |
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/s/ Alan Fournier__________________________
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Alan
Fournier
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PENNANT
CAPITAL MANAGEMENT, LLC*
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/s/
Alan Fournier
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Name:
Alan Fournier
Title:
Managing Member
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| ALAN FOURNIER* | |
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/s/ Alan Fournier__________________________
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Alan
Fournier
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Date of Transaction
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Number
of Shares Purchased/(Sold)
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Price of Shares
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1/8/2008
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75,000
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31.91
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1/9/2008
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22,502
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31.73
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1/10/2008
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28,200
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31.78
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1/11/2008
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79,298
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32.75
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1/14/2008
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70,000
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32.92
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1/15/2008
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111,600
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30.73
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1/16/2008
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38,400
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30.07
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1/17/2008
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250,000
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29.12
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1/18/2008
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84,400
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28.90
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1/22/2008
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95,600
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29.24
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1/23/2008
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50,000
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28.34
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3/3/2008
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917,400
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23.98
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