-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UzH42J0hWFyL+oDVFO8KUzc00bHV6BV9UowLbEUSgW6HX1P4SBUZehoOXYG/dXLU /4AvOmyVHvB46wfX7COMIA== 0000950134-07-024917.txt : 20071204 0000950134-07-024917.hdr.sgml : 20071204 20071204165938 ACCESSION NUMBER: 0000950134-07-024917 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071204 DATE AS OF CHANGE: 20071204 GROUP MEMBERS: HAYMAN INVESTMENTS LLC GROUP MEMBERS: J KYLE BASS 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-17488 FILM NUMBER: 071284381 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: Hayman Advisors LP CENTRAL INDEX KEY: 0001420192 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2626 COLE AVENUE STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 214-347-8050 MAIL ADDRESS: STREET 1: 2626 COLE AVENUE STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75204 SC 13G 1 d52074sc13g.htm SCHEDULE 13G sc13g
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GENESCO INC.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
371532102
 
(CUSIP Number)
December 3, 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 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).

 

 

                     
CUSIP No.
  
371532102 
  

 

           
1   NAMES OF REPORTING PERSONS
Hayman Advisors, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,140,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,140,000
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,140,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

 

                     
CUSIP No.
  
371532102 
  

 

           
1   NAMES OF REPORTING PERSONS
Hayman Investments, L.L.C.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,140,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,140,000
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,140,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

 

                     
CUSIP No.
  
371532102 
  

 

           
1   NAMES OF REPORTING PERSONS
J. Kyle Bass
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,140,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,140,000
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,140,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN/HC

 

Item 1.
  (a)   Name of Issuer
               GENESCO INC.
  (b)   Address of Issuer’s Principal Executive Offices
               1415 Murfreesboro Road, Nashville, Tennessee 37217-2895
Item 2.
  (a)   Name of Person Filing
               This statement is jointly filed by and on behalf of each of Hayman Advisors, L.P., Hayman Investments, L.L.C., and J. Kyle Bass. Hayman Advisors acts as an investment adviser to, and manages investment and trading accounts of, other persons, including Hayman Capital Master Fund, L.P. Hayman Advisors may be deemed, through investment advisory contracts or otherwise, to beneficially own securities owned by other persons, including Hayman Capital Master Fund. Hayman Investments is the general partner of Hayman Advisors and may be deemed to control Hayman Advisors and beneficially own securities owned by Hayman Advisors. Mr. Bass is the managing member of Hayman Investments and may be deemed to control Hayman Investments and beneficially own securities owned by Hayman Investments.
               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.
  (b)   Address of Principal Business Office or, if none, Residence
               The address of the principal business office of each reporting person is 2626 Cole Ave, Suite 200, Dallas, Texas 75204.
  (c)   Citizenship
               See Item 4 on the cover page(s) hereto.
  (d)   Title of Class of Securities
               Common Stock
  (e)   CUSIP Number
               371532102

 

 

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:
         
(a)
  o   A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)
  o   A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
  o   An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
  o   An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
  o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
  o   An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
(g)
  o   A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
(h)
  o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
  o   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)
  o   A group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
  (a)   Amount beneficially owned:
 
      See Item 9 on the cover page(s) hereto.
 
  (b)   Percent of class:
 
      See Item 11 on the cover page(s) hereto.
 
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote:
 
      See Item 5 on the cover page(s) hereto.
 
  (ii)   Shared power to vote or to direct the vote:
 
      See Item 6 on the cover page(s) hereto.
 
  (iii)   Sole power to dispose or to direct the disposition of:
 
      See Item 7 on the cover page(s) hereto.
 
  (iv)   Shared power to dispose or to direct the disposition of:

 

 

      See Item 8 on the cover page(s) 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
     Hayman Capital Master Fund, L.P. is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement that may be deemed to be beneficially owned by the reporting persons.
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
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
     (a) Not Applicable
     (b) 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.

 

 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
             
Date: December 4, 2007   Hayman Advisors, L.P.
 
            
 
  By:   Hayman Investments, L.L.C.    
 
  Its:   General Partner    
 
            
 
  By:   /s/ Debby LaMoy    
 
           
 
  Name:   Debby LaMoy    
 
  Title:   Chief Operating Officer    
 
            
    Hayman Investments, L.L.C.
 
            
 
  By:   /s/ Debby LaMoy    
 
           
 
  Name:   Debby LaMoy    
 
  Title:   Chief Operating Officer    
 
            
    J. Kyle Bass
 
            
 
  By:   /s/ J. Kyle Bass    
 
           
 
  Name:   J. Kyle Bass    

 

 

EXHIBIT INDEX
     
Exhibit   Description of Exhibit
99.1
  Joint Filing Agreement

 

EX-99.1 2 d52074exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 99.1
JOINT FILING AGREEMENT
December 4, 2007
     Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, 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 the date first written above.
             
Date: December 4, 2007   Hayman Advisors, L.P.
 
            
 
  By:   Hayman Investments, L.L.C.    
 
  Its:   General Partner    
 
            
 
  By:   /s/ Debby LaMoy    
 
           
 
  Name:   Debby LaMoy    
 
  Title:   Chief Operating Officer    
 
            
    Hayman Investments, L.L.C.
 
            
 
  By:   /s/ Debby LaMoy    
 
           
 
  Name:   Debby LaMoy    
 
  Title:   Chief Operating Officer    
 
            
    J. Kyle Bass
 
            
 
  By:   /s/ J. Kyle Bass    
 
           
 
  Name:   J. Kyle Bass    

 

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