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. 2)
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.
<PAGE>
CUSIP No.: 37184T 106 13D
Page 2 of 4
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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.
________________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
________________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________________
(4) SOURCE OF FUNDS* WC, BK
________________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
________________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
________________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
SHARES 1,560,134
_____________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
_____________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 1,560,134
_____________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
None
________________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,134
________________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
________________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23%
________________________________________________________________________________
(14) TYPE OF REPORTING PERSON* CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No.: 37184T 106 13D
Page 3 of 4
________________________________________________________________________________
Item 1. Security and Issuer.
This statement constitutes Amendment No. 2 to the original statement on
Schedule 13D filed with the Securities and Exchange Commission on May 14, 2000
and Amendment No. 1 which was filed on August 14, 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., 4th Floor, Van Nuys, CA 91411. Unless otherwise
stated herein, the Schedule 13D, as previously filed, remains in full force and
effect.
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 $7,288,879. 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 4. Purpose of Transaction.
Item 4 is amended and restated as follows:
Reporting Person entered into the Securities Purchase Agreement for
investment purposes. Reporting Person purchased shares of the Issuer on the open
market for investment purposes. Depending on market conditions and other factors
that it may deem material, Reporting Person may purchases additional shares of
the Issuer's Common Stock or may dispose of all or a portion of the Issuer's
Common Stock it now owns or may hereafter acquire.
Except as set forth herein, Reporting Person does not have any plans or
proposals which would result in any transaction described in subparagraph (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
Subsection (a) of Item 5 is hereby amended by adding the following
paragraph:
(a) Pursuant to the terms of a financing agreement between Reporting
Person and Issuer, Issuer removed the 61-day notice provision in the warrant to
purchase 700,000 shares of Common Stock issued pursuant to the Securities
Purchase Agreement. Reporting Person has exercised the warrant for 700,000
shares of Common Stock, and now beneficially owns 1,560,134 shares of common
stock of Issuer, or approximately 23% of the outstanding shares of Issuer's
common stock.
(c) The following purchases were made on the Nasdaq open market
subsequent to the Schedule 13D on the following dates:
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CUSIP No.: 37184T 106 13D
Page 4 of 5
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<TABLE>
<S> <C> <C> <C>
Shares Purchased Shares Sold Exercise Price Transaction Date
---------------------- ---------------- ---------------------- -------------------
1,600 $15.16 8/8/00
28,500 $15.1225 8/10/00
60,000 $13.33 8/10/00
2,720 $15.1131 8/11/00
3,700 $15.16 8/18/00
12,600 $15.0600 8/22/00
9,100 $15.0600 8/23/00
34,500 $15.060 8/29/00
22,000 $15.060 8/30/00
174,720
</TABLE>
Note:
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 disgorged to Issuer "short-swing" profits in the amount of
$184,314.36. This "short-swing" profit figure is larger than the figure set
forth in Amendment No. 1 to the Schedule 13D due to subsequent purchases
reflected in this Amendment No. 2 to the Schedule 13D. The price per share of
the purchases reflected above, when matched against previous sale prices
pursuant to Section 16(b), resulted in the larger "short-swing" profits figure.
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: September 11, 2000 ULTIMATE HOLDINGS, LTD.
By: /s/Colette Johnston
________________________________
Colette Johnston
Manager/Secretary
for and on behalf of the Company
