United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)
GenesisIntermedia.com, 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)
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.
13D
Cusip No.: 37184T 106 Page 2 of 7
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(1) NAME 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 2,138,634
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 2,138,634
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PERSON WITH (10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,138,634
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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) 33%
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(14) TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 37184T 106 13D
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Item 1. Security and Issuer.
This statement constitutes Amendment No. 4 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 and Amendment
No. 2 which was filed on September 15, 2000, and Amendment No. 3 which was filed
on November 13, 2000, in connection with shares of common stock, $.001 par value
per share, of GenesisIntermedia.com, 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 2. Identity and Background.
(a) Name: Ultimate Holdings, Ltd., a Bermuda limited company ("Reporting
Person").
(b) Address of Principal Office: 13 Parliament St. Hamilton, HM 12
Bermuda.
(c) Principal Business: Reporting Person's principal business is investing
in technology and telecommunication companies.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(a) Name: Adnan Kashoggi
(b) Address of Principal Office: c/o Alnaser Trading Industries, P.O. Box
6, Rayd, Saudia Arabia
(c) Present Occupation: Director and President of Reporting Person.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
CUSIP No.: 37184T 106 13D
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(a) Name: Gail E. Chamberlain
(b) Address of Principal Office: c/o Milner House, 18 Parliament St.
Hamilton, HM 12 Bermuda.
(c) Present Occupation: Director of Reporting Person.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(a) Name: Ernest A. Morrison
(b) Address of Principal Office: 13 Parliament St. Hamilton, HM 12
Bermuda.
(c) Present Occupation: Director and Vice-President of Reporting Person.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(a) Name: Helen Adderlely
(b) Address of Principal Office: 13 Parliament St. Hamilton, HM 12
Bermuda.
(c) Present Occupation: Director of Reporting Person.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
CUSIP No.: 37184T 106 13D
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(a) Name: Colette M. Johnston
(b) Address of Principal Office: 13 Parliament St. Hamilton, HM 12
Bermuda.
(c) Present Occupation: Secretary of Reporting Person.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
(a) Name: Alison Chadwick
(b) Address of Principal Office: 18 Parliament St. Hamilton, HM 12
Bermuda.
(c) Present Occupation: Assistant Secretary of Reporting Person.
(d) During the last five years, neither Reporting Person nor its
beneficial owners, directors and/or officers, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Considerations.
Reporting Person made the various purchases listed in Item 5 of this
Schedule 13D for an aggregate amount of $1,985,580. The source of the funds for
these purchases were working capital of Reporting Person as well as loans made
in the ordinary course of business by Deutche Bank pursuant to an open-ended
line of credit with interest calculated 9.5% per annum.
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. 4 to the Schedule 13D on the
following dates:
CUSIP No.: 37184T 106 13D
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Shares Purchased Transaction Date
Shares Sold Exercise Price
---------------------- ---------------- ---------------------- -------------------
40,000 $18.062 11/17/00
40,000 $18.031 11/21/00
30,000 $18.062 11/29/00
110,000
CUSIP No.: 37184T 106 13D
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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: December 28, 2000 ULTIMATE HOLDINGS, LTD.
By: /s/ Colette Johnston
__________________________
Colette Johnston
Title: Manager