United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(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.______)
GenesisIntermedia.com, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
37184T 106
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(CUSIP Number)
Colette R. 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 6
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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 411,466
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 411,466
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PERSON WITH (10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,466
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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) 7.74%
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(14) TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.: 37184T 106 13D
Page 3 of 6
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to 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.
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.
Item 3. Source and Amount of Funds or Other Considerations.
(a) Reporting Person purchased shares of the issuer on the open market
beginning on February 29, 2000. Reporting Person became a 5% stockholder on
April 28, 2000.
(b) Reporting Person made the various purchases listed in Item 5 of this
Schedule 13D for an aggregate amount of $9,644,750. 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 8.5% per annum.
Item 4. Purpose of Transaction.
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.
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.
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CUSIP No.: 37184T 106 13D
Page 4 of 6
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Item 5. Interest in Securities of Issuer.
(a) Reporting Person beneficially owns 411,466 shares of common stock
of Issuer, or approximately 7.74% of the outstanding shares of Issuer's common
stock. Reporting Person entered into a Securities Purchase Agreement with Issuer
dated November 25, 1999, pursuant to which Reporting Person was granted warrants
to purchase 700,000 shares of common stock for a loan of $5,000,000. The
exercise price of the warrants to purchase common stock is $7.00 per share and
has a cashless exercise provision. None of the warrants to purchase shares of
common stock are exercisable until after 61-days following notice to the issuer
and, pursuant to Rule 13d-3, the shares underlying such warrants have not been
included as beneficially owned by Reporting Person in this Schedule 13D. If such
warrants were exercisable, Reporting Person would beneficially own 1,111,466
shares, or approximately 18.53% of Issuer. In order to exercise the warrant,
following such 61-day notice, Reporting Person must elect and sign the exercise
election and return it to the Issuer, and if applicable, Reporting Person must
include a cash or check payable to Issuer for the exercise price of the warrant.
(b) The Reporting Person has sole power to vote all shares set forth in
item 5(a) above.
(c) The following purchase were made on the Nasdaq open market on the
following dates:
<TABLE>
Shares Purchased/Sold(-) Date Purchased/Sold Purchase Price
------------------------------ ------------------------ -----------------------
<S> <C> <C>
1,600 2/24/2000 $16.50
-1,600 2/25/2000
500 3/1/2000 $21.06
9,200 3/2/2000 $19.94
-9,700 3/3/2000
1,400 3/6/2000 $22.16
1,100 3/7/2000 $21.89
1,500 3/8/2000 $21.42
3,200 3/9/2000 $21.38
-200 3/10/2000
-400 3/17/2000
2,000 3/20/2000 $16.57
200 3/22/2000 $16.97
100 3/24/2000 $18.57
100 3/27/2000 $17.31
-9,000 3/29/2000
12,300 3/30/2000 $17.28
-1,800 3/31/000
6,700 4/3/2000 $17.63
19,800 4/5/2000 $15.56
13,800 4/5/2000 $16.72
13,100 4/7/2000 $16.89
-8,300 4/6/2000
18,125 4/11/2000 $16.66
-13,275 4/11/2000
</TABLE>
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CUSIP No.: 37184T 106 13D
Page 5 of 6
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<TABLE>
<S> <C> <C>
22,675 4/12/2000 $14.84
8,000 4/13/2000 $18.03
19,898 4/14/2000 $17.19
-2,600 4/14/2000
43,593 4/17/2000 $16.83
3,400 4/18/2000 $15.81
20,000 4/25/2000 $14.88
40,000 4/27/2000 $14.71
37,850 4/28/2000 $15.74
17,500 5/1/2000 $15.09
28,200 5/4/2000 $14.95
12,600 5/8/2000 $14.84
51,700 5/9/2000 $15.95
13,000 5/10/2000 $15.94
35,200 5/10/2000 $15.31
</TABLE>
Total: 411,466
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No.: 37184T 106 13D
Page 6 of 6
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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: May 19, 2000 ULTIMATE HOLDINGS, LTD.
By: /s/ Alison Chadwick
_________________________
Name: Alison Chadwick
Title: Manager
