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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under
the Securities Exchange Act of 1934
(Amendment No. )*
Genta Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37245M207
(CUSIP Number)
April 29, 2004
(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) |
ý |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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 16
Cusip No. 37245M207 |
13G |
Page 2 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 2 of 16
Cusip No. 37245M207 |
13G |
Page 3 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 3 of 16
Cusip No. 37245M207 |
13G |
Page 4 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 4 of 16
Cusip No. 37245M207 |
13G |
Page 5 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 5 of 16
Cusip No. 37245M207 |
13G |
Page 6 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 6 of 16
Cusip No. 37245M207 |
13G |
Page 7 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 7 of 16
Cusip No. 37245M207 |
13G |
Page 8 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 8 of 16
Cusip No. 37245M207 |
13G |
Page 9 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 9 of 16
Cusip No. 37245M207 |
13G |
Page 10 of 16 Pages |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or
Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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Page 10 of 16
Cusip No. 37245M207 |
13G |
Page 11 of 16 Pages |
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
Page 11 of 16
Cusip No. 37245M207 |
13G |
Page 12 of 16 Pages |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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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: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
Page 12 of 16
Cusip No. 37245M207 |
13G |
Page 13 of 16 Pages |
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(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); |
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(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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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CITADEL LIMITED PARTNERSHIP |
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GLB PARTNERS, L.P. |
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CITADEL INVESTMENT GROUP, L.L.C. |
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KENNETH GRIFFIN |
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CITADEL WELLINGTON PARTNERS L.P. |
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CITADEL WELLINGTON PARTNERS L.P. SE |
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CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. |
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CITADEL EQUITY FUND LTD. |
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CITADEL DERIVATIVES GROUP LLC |
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(a) |
Amount beneficially owned: 253,300 shares of common stock |
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(b) |
Percent of class: Approximately 5.7% as of the date of this filing (based on 77,748,889 shares of common stock issued and outstanding as of March 31, 2004). |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote See item (a) above. |
Page 13 of 16
Cusip No. 37245M207 |
13G |
Page 14 of 16 Pages |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of See item (a) above. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not Applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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See Item 2 above. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable. |
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Item 10. |
Certification |
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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. |
Page 14 of 16
Cusip No. 37245M207 |
13G |
Page 15 of 16 Pages |
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.
Dated this 5th day of May, 2004 |
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/s/ Kenneth Griffin |
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Kenneth Griffin |
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CITADEL LIMITED PARTNERSHIP |
CITADEL INVESTMENT GROUP, L.L.C. |
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By: GLB Partners, L.P., |
By: |
/s/ Kenneth Griffin |
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its General Partner |
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Kenneth Griffin, President |
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By: Citadel Investment Group, L.L.C., |
CITADEL EQUITY FUND LTD. |
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its General Partner |
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By: |
Citadel Limited Partnership, |
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By: |
/s/ Kenneth Griffin |
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its Portfolio Manager |
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Kenneth Griffin, President |
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By: |
GLB Partners, L.P., |
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GLB PARTNERS, L.P. |
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its General Partner |
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By: Citadel Investment Group, L.L.C., |
By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Kenneth Griffin |
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By: |
/s/ Kenneth Griffin |
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Kenneth Griffin, President |
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Kenneth Griffin, President |
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CITADEL WELLINGTON
PARTNERS |
CITADEL KENSINGTON
GLOBAL |
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By: |
Citadel Limited Partnership, |
By: |
Citadel Limited Partnership, |
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its General Partner |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Kenneth Griffin |
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By: |
/s/ Kenneth Griffin |
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Kenneth Griffin, President |
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Kenneth Griffin, President |
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Page 15 of 16
Cusip No. 37245M207 |
13G |
Page 16 of 16 Pages |
CITADEL WELLINGTON PARTNERS |
CITADEL DERIVATIVES GROUP LLC |
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By: |
Citadel Limited Partnership, |
By: |
Citadel Limited Partnership, |
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its General Partner |
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its Managing Member |
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By: |
GLB Partners, L.P., |
By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Kenneth Griffin |
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By: |
/s/ Kenneth Griffin |
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Kenneth Griffin, President |
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Kenneth Griffin, President |
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Page 16 of 16