United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
GenesisIntermedia, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37184T 106
(CUSIP Number)
Colette Johnston
Ultimate Holdings, Ltd.
13 Parliament St. Hamilton
HM 12 Bermuda
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 2001
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* 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 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.: 37184T 106 13D/A
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ultimate Holdings, Ltd., a Bermuda limited company.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* WC, BK
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF (7) SOLE VOTING POWER
SHARES 8,743,843
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 8,743,843
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PERSON WITH (10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,743,843
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.4%
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(14) TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 37184T 106 13D/A
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Item 1. Security and Issuer.
This statement constitutes Amendment No. 6 to the original statement on
Schedule 13D filed with the Securities and Exchange Commission on May 14, 2000,
as amended by Amendment No. 1 which was filed on August 14, 2000, Amendment No.
2 which was filed on September 15, 2000, Amendment No. 3 which was filed on
November 13, 2000, and Amendment No. 4 which was filed on January 3, 2001, and
Amendment No. 5 which was filed on April 13, 2001, in connection with shares of
common stock, $.001 par value per share, of GenesisIntermedia, Inc., a Delaware
corporation. The Issuer's principal executive offices are located at 5805
Sepulveda Blvd., 8th Floor, Van Nuys, CA 91411. Unless otherwise stated herein,
the Schedule 13D, as previously filed, remains in full force and effect.
Item 5. Interest in Securities of Issuer.
(c) The following purchases were made on the Nasdaq open market subsequent
to the Schedule 13D and Amendment No. 5 to the Schedule 13D on the following
dates:
Shares Purchased Shares Sold Date of Transaction Purchase Price
----------------------------- ------------------------- ----------------------------- --------------------
25,200 04/04/01 $7.8849
12,000 04/06/01 $8.3425
50,000 04/06/01 $8.3425
24,900 04/09/01 $8.3147
63,500 04/10/01 $8.3487
4,500 04/11/01 $8.3892
10,000 04/12/01 $8.5332
21,100 04/16/01 $8.4617
14,200 04/18/01 $9.0909
26,100 04/26/01 $11.3253
1,100 04/27/01 $11.3100
33,128 04/30/01 $11.3130
72,700 05/01/01 $11.3100
1,900 05/02/01 $11.4658
4,459 05/03/01 $11.4980
1,400 05/04/01 $11.4100
2,200 05/08/01 $11.5550
28,500 05/11/01 $14.5600
230,727 05/23/01 $16.5570
1,200 05/24/01 $16.7600
142,700 05/25/01 $16.7600
48,200 05/29/01 $16.7600
74,900 05/30/01 $16.7600
34,500 05/31/01 $16.7600
51,805 06/01/01 $16.78
85,000 06/05/01 $16.8175
2,800 06/06/01 $16.440
660,000 06/06/01 $13.50
12,300 06/07/01 $16.72
13,200 06/11/01 $16.70
CUSIP No.: 37184T 106 13D/A
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Note 1: The Reporting Person became a 10% shareholder of the Issuer on June
29, 2000. Reporting Person executed trades following that date that were subject
to the Section 16(b) prohibition on "short-swing" profits. As a result,
Reporting Person has undertaken to disgorge to the Issuer "short-swing" profits.
Note 2: See Item 6 below.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of Issuer.
On June 29, 2001, GenesisIntermedia, Inc. (the "Company") announced that it had
received a conditional loan commitment for a $100 million credit facility from
Riverdale LLC, a company owned by Carl C. Icahn. It also announced that
concurrently the parties agreed to principal terms relating to investment
banking services to be provided by Riverdale or its affiliates. The Company
further announced that consummation of the financing transactions is subject to
the negotiation and execution of definitive credit and security documents and
that consummation of any financings under the facility would be subject to a
number of conditions, including credit review of potential acquisition targets,
lender due diligence of the acquisitions and other conditions to be set forth in
any definitive credit agreement.
The Company also announced that, in conjunction with the conditional commitment
and investment banking services, the Company agreed to issue warrants to
purchase 4 million shares of common stock of the Company to Riverdale and agreed
to grant to Riverdale registration rights with respect to the common stock
issuable upon exercise of the warrants. The Company also announced that
concurrently Mr. El-Batrawi, the Company's chairman, agreed to grant to
Riverdale options to acquire 1.5 million shares of common stock held by him. The
Company also announced that concurrent with the Company's agreement to grant 4
million warrants to Riverdale, the Reporting Person agreed to grant options to
the Company to purchase 2 million shares of common stock held by them for an
exercise price of $9.00 per share. The options are exercisable beginning on the
date that is five days after the execution of a definitive credit agreement and
expires on July 31, 2005. The options are exercisable by the Company to the
extent Riverdale exercises the same priced warrants issued to it by the Company.
CUSIP No.: 37184T 106 13D/A
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SIGNATURES
After reasonably 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: July 13, 2001 ULTIMATE HOLDINGS, LTD.
By: /s/ Colette Johnston
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Colette Johnston
Manager