GENESCO INC — Major Shareholding Notification 2009

Feb 13, 2009

SC 13G/A 1 v138644_13ga.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13G |
| (Rule
13d-102) |
| Information
Statement Pursuant to Rules 13d-1 and 13d-2 |
| Under
the Securities Exchange Act of 1934 |
| (Amendment
No. 3)* |
| Genesco
Inc. |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 371532102 |
| (CUSIP
Number) |
| December
31, 2008 |
| Date
of Event Which Requires Filing of the
Statement |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| x | 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 disclosures provided in a prior cover page.

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).

Page 1 of 21

CUSIP NO. 371532102 13G Page 2 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Investment Group, L.L.C. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.4% (1) as of December 31,
2008 | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

(1) Based on 19,245,943 outstanding shares of the Common Stock of Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended November 1, 2008, as filed with the Securities and Exchange Commission on December 9, 2008.

Page 2 of 21

CUSIP NO. 371532102 13G Page 3 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Investment Group II, L.L.C. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.4% (2) as of December 31,
2008 | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

(2) See footnote 1 above.

Page 3 of 21

CUSIP NO. 371532102 13G Page 4 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Limited Partnership | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.4% (3) as of December 31,
2008 | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

(3) See footnote 1 above.

Page 4 of 21

CUSIP NO. 371532102 13G Page 5 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth
Griffin | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.4% (4) as of December 31,
2008 | |
| 12. | TYPE
OF REPORTING PERSON IN;
HC | |

(4) See footnote 1 above.

Page 5 of 21

CUSIP NO. 371532102 13G Page 6 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Holdings I LP | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (5) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

(5) See footnote 1 above.

Page 6 of 21

CUSIP NO. 371532102 13G Page 7 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Holdings II LP | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (6) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

(6) See footnote 1 above.

Page 7 of 21

CUSIP NO. 371532102 13G Page 8 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Advisors LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (7) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

(7) See footnote 1 above.

Page 8 of 21

CUSIP NO. 371532102 13G Page 9 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Equity Fund Ltd. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (8) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON CO | |

(8) See footnote 1 above.

Page 9 of 21

CUSIP NO. 371532102 13G Page 10 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Derivatives Group LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (9) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON OO;
BD | |

(9) See footnote 1 above.

Page 10 of 21

CUSIP NO. 371532102 13G Page 11 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Derivatives Trading Ltd. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (10) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON CO | |

(10) See footnote 1 above.

Page 11 of 21

CUSIP NO. 371532102 13G Page 12 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CAAM
Management LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (11) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON OO,
HC | |

(11) See footnote 1 above.

Page 12 of 21

CUSIP NO. 371532102 13G Page 13 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Alternative Asset Management LP | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (12) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON CO | |

(12) See footnote 1 above.

Page 13 of 21

CUSIP NO. 371532102 13G Page 14 of 21 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PioneerPath
Capital Ltd. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 1,310,722
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
6.4% (13) as of December 31, 2008 | |
| 12. | TYPE
OF REPORTING PERSON CO | |

(13) See footnote 1 above.

Page 14 of 21

CUSIP NO. 371532102 13G Page 15 of 21 Pages

| Item
1(a) | Name
of Issuer: |
| --- | --- |
| 1(b) | Address
of Issuer’s Principal Executive Offices: |
| | Genesco
Park |
| | 1415
Murfreesboro Road |
| | Nashville,
Tennessee 37217 |
| Item
2(a) | Name
of Person Filing (14) |
| Item
2(b) | Address
of Principal Business Office |
| Item
2(c) | Citizenship |

| Citadel
Investment Group, L.L.C. |
| --- |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited liability company |
| Citadel
Investment Group II, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited liability company |
| Citadel
Limited Partnership |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited partnership |
| Kenneth
Griffin |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| U.S.
Citizen |
| Citadel
Holdings I LP |
| c/o
Citadel Investment Group II, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited partnership |

(14) Citadel Holdings Ltd., a Cayman Islands company ("CH"), is majority owned by Citadel Kensington Global Strategies Fund Ltd. ("CKGSF"). Citadel Equity Fund Ltd. ("CEF") is majority owned by CH. PioneerPath Capital Ltd. (“PPC”) is wholly owned by Triumph Capital II Ltd., which in turn is wholly owned by CKGSF. Neither CKGSF nor CH have control over the voting or disposition of securities held by CEF or PPC. CDG is majority owned by Citadel Derivatives Group Investors LLC, a Delaware limited liability company ("CDGI"). CDGI does not have control over the voting or disposition of securities held by CDG. Citadel Derivatives Trading Ltd. (“CDT”) is majority owned by CLP Holdings LLC (“CLP Holdings”). CLP Holdings does not have control over the voting or disposition of securities by CDT.

Page 15 of 21

CUSIP NO. 371532102 13G Page 16 of 21 Pages

| Citadel
Holdings II LP |
| --- |
| c/o
Citadel Investment Group II, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited partnership |
| Citadel
Advisors LLC |
| c/o
Citadel Investment Group II, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited liability company |
| Citadel
Equity Fund Ltd. |
| c/o
Citadel Investment Group, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Cayman
Islands company |
| Citadel
Derivatives Group LLC |
| c/o
Citadel Investment Group II, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Delaware
limited liability company |

| Citadel
Derivatives Trading Ltd. |
| --- |
| c/o
Citadel Investment Group II, L.L.C. |
| 131
S. Dearborn Street |
| 32nd
Floor |
| Chicago,
Illinois 60603 |
| Cayman
Islands company |
| CAAM
Management LLC |
| 153
East 53rd Street |
| 45th
Floor |
| New
York, New York 10022 |
| Delaware
limited liability company |
| Citadel
Alternative Asset Management LP |
| c/o
CAAM Management LLC |
| 153
East 53rd Street |
| 45th
Floor |
| New
York, New York 10022 |
| Delaware
limited partnership |

Page 16 of 21

CUSIP NO. 371532102 13G Page 17 of 21 Pages

| PioneerPath
Capital Ltd. |
| --- |
| c/o
CAAM Management LLC |
| 153
East 53rd Street |
| 45th
Floor |
| New
York, New York 10022 |
| Cayman
Islands company |

2(d) Title of Class of Securities:

Common Stock, par value $1.00.

2(e) CUSIP Number: 371532102

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

| (a) | o | Broker
or dealer registered under Section 15 of the Exchange
Act; |
| --- | --- | --- |
| (b) | o | Bank
as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | o | Insurance
company as defined in Section 3(a)(19) of the Exchange
Act; |
| (d) | o | Investment
company registered under Section 8 of the Investment Company
Act; |
| (e) | o | An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
| (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; |
| (j) | o | Group,
in accordance with Rule
13d-1(b)(1)(ii)(J). |

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

Item 4 Ownership:

CITADEL INVESTMENT GROUP, L.L.C.

CITADEL INVESTMENT GROUP II, L.L.C.

CITADEL LIMITED PARTNERSHIP

KENNETH GRIFFIN

Page 17 of 21

CUSIP NO. 371532102 13G Page 18 of 21 Pages

CITADEL HOLDINGS I LP

CITADEL HOLDINGS II LP

CITADEL ADVISORS LLC

CITADEL EQUITY FUND LTD.

CITADEL DERIVATIVES GROUP LLC

CITADEL DERIVATIVES TRADING LTD.

CAAM MANAGEMENT LLC

CITADEL ALTERNATIVE ASSET MANAGEMENT LP

PIONEERPATH CAPITAL LTD.

(a) Amount beneficially owned:

1,310,722 shares

(b) Percent of Class:

Approximately 6.4% (15) as of December 31, 2008

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

0

(ii) shared power to vote or to direct the vote:

See Item 4(a) above.

(iii) sole power to dispose or to direct the disposition of:

0

(iv) shared power to dispose or to direct the disposition of:

See Item 4(a) above.

Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

(15) See footnote 1 above.

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CUSIP NO. 371532102 13G Page 19 of 21 Pages

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Item 2 above.

Item 8 Identification and Classification of Members of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable.

Item 10 Certification:

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.

• John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

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CUSIP NO. 371532102 13G Page 20 of 21 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 13th day of February, 2009.

KENNETH GRIFFIN By: /s/ John C. Nagel John C. Nagel, attorney-in-fact* CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL DERIVATIVES GROUP LLC By: Citadel Holdings I LP, its Manager By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL INVESTMENT GROUP II, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL HOLDINGS I LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL EQUITY FUND LTD. By: Citadel Advisors LLC, its Portfolio Manager By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL INVESTMENT GROUP, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL DERIVATIVES TRADING LTD. By: Citadel Advisors LLC, its Portfolio Manager By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

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CUSIP NO. 371532102 13G Page 21 of 21 Pages

CITADEL HOLDINGS II LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CAAM MANAGEMENT LLC By: Citadel Investment Group, L.L.C., its Managing Member By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL ALTERNATIVE ASSET MANAGEMENT LP By: CAAM Management LLC, its General Partner By: Citadel Investment Group, L.L.C., its Managing Member By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL ADVISORS LLC By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory PIONEERPATH CAPITAL LTD. By: Citadel Alternative Asset Management LP, its Investment Manager By: CAAM Management LLC, its General Partner By: Citadel Investment Group, L.L.C., its Managing Member By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

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