UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fashionmall.com, Inc.
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(Name of Issuer)
Common Stock, Par Value $ .01 per share
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(Title of Class of Securities)
31186K 10 6
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(CUSIP Number)
Benjarmin Narasin, President and Chief Executive Officer
Fashionmall.com, Inc.
575 Madison Avenue, 5th Floor
New York, NY 10022
(212) 891-6064
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) 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 purposes 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).
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13D
CUSIP No. 31186K 10 6 Page 2 of 7
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GenesisIntermedia.com, Inc.
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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 ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (7) SOLE VOTING POWER
SHARES 532,500
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(8) SHARED VOTING POWER
BENEFICIALLY
0
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OWNED BY (9) SOLE DISPOSITIVE POWER
EACH 532,500
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REPORTING (10) SHARED DISPOSITIVE POWER
PERSON WITH 0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,500
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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)
7.1%
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D
CUSIP No. 31186K 10 6 Page 3 of 7
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of common stock, $.01 par
value per share, of Fashionmall.com, Inc., a Delaware corporation. The Issuer's
principal executive offices are located at 575 Madison Avenue, 5th Floor, New
York, New York 10022.
Item 2. Identity and Background.
(a) GenesisIntermedia.com, Inc. ("Reporting Person")
(b) 5805 Sepulveda Blvd., 8th Floor, Van Nuys, CA 91411
(c) Principal Business: Reporting Person is a Delaware corporation that
develops marketing, advertising and sales of its own products and those of its
clients utilizing traditional marketing channels and is the leading provider of
public Internet access portals in shopping malls.
(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 Consideration.
(a) Reporting Person purchased shares of the issuer on the open market
beginning on November 28, 2000. Reporting Person became a 5% stockholder on
December 29, 2000.
(b) Reporting Person made the various purchases listed in Item 5 of this
Schedule 13D for an aggregate amount of $1,538,219.15. 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 11.5% per annum.
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13D
CUSIP No. 37184T 106 Page 4 of 7
Item 4. Purposes of Transaction.
The Reporting Persons' purposes for the acquisition of the Issuer
securities may include, without limitation, plans or proposals such as the
following: (1) dispositions of the Issuer securities through sales, transfers
and other means of disposing of the securities; (2) causing the sale or transfer
of assets of Issuer or any of its subsidiaries; (3) a change in the present
board of directors or management of Issuer; (4) change in the capitalization or
dividend policy of Issuer; (5) a change in Issuer's charter, bylaws or other
corporate documents and instruments; (6) causing a class of securities of Issuer
to be delisted or not traded on an exchange, system or association; (7) causing
a class of securities of Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; (8) a corporate transaction, such as a merger, reorganization
or liquidation involving Issuer or any of its subsidiaries; (9) a joint venture,
partnership or management arrangement impacting Issuer, or any of its
subsidiaries and/or affiliate entities or persons; (10) acquisitions of
additional securities of Issuer; (11) other changes in Issuer's business or
corporate structure; and (12) other actions similar to any of those listed
above.
On December 29, 2000, Reporting Person delivered a letter to the Issuer, a
copy of which is attached hereto as Exhibit 99.1, detailing its interest in
entering into a business combination with the Issuer. The letter contemplates
that, Reporting Person would be prepared to offer, subject to the conditions set
forth below,(a) $2.00 in cash and (b) .29 shares of common stock of Genesis for
each share of common stock of Issuer. At yesterday's closing price for Genesis
common stock ($17.375), this equates to a total value of approximately $7 per
share of common stock of Issuer for all of the outstanding Shares of the Issuer
in a merger of the Issuer and Reporting Person. Such a price would provide the
Issuer's shareholders with a 170% premium to Issuer's December 28, 2000 closing
price and a 100% premium to the recently announced tender offer of $3.50 per
share. Any offer that Reporting Person would make would be subject to the
performance of customary due diligence, execution of a definitive merger
agreement between Reporting Person and the Issuer, receipt of the required
regulatory approvals and the approval of the Issuer's shareholders.
Reporting Person intends to review its investment in the Issuer or a
continuing basis and depending on various factors, including the Issuer's
business, affairs and financial position, other developments concerning the
Issuer, the price level of the Issuer's Common Stock, conditions in the
securities markets and general economic and industry conditions, as well as
other investment opportunities available to it, may in the future take such
actions with respect to its investment in the Issuer as it deems appropriate in
light of the circumstances existing from time to time.
Item 5. Interest in Securities of the Issuer.
(a) Reporting Person beneficially owns 532,500 shares of common stock of
Issuer, or approximately 7.1% of the outstanding shares of Issuer's common
stock.
(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:
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13D
CUSIP No. 37184T 106 Page 5 of 5
<TABLE>
Shares Purchased/Sold(-)* Date Purchased/Sold Purchase Price
------------------------------ ------------------------ -----------------------
<S> <C> <C>
7,000 11/28/00 $1.50
3,000 11/29/00 $1.50
9,500 11/30/00 $1.50
10,000 12/04/00 $1.50
8,500 12/06/00 $1.50
1,000 12/07/00 $1.50
10,000 12/08/00 $1.562
3,500 12/08/00 $1.567
2,500 12/11/00 $1.625
15,000 12/12/00 $1.68759
8,500 12/13/00 $1.669118
17,000 12/14/00 $1.682353
20,000 12/15/00 $1.6875
20,000 12/18/00 $1.750
24,000 12/21/00 $1.750
10,000 12/21/00 $1.7550
53,000 12/22/00 $1.7550
10,000 12/27/00 $1.8750
40,000 12/27/00 $1.98437
115,000 12/29/00 $2.7514
145,000 12/29/00 $3.08
Total: 532,500
</TABLE>
(1) The shares were originally purchased by either Reporting Person or Ramy
El-Batrawi, Chairman of the Board and Chief Executive Officer of Reporting
Person, for the benefit of Reporting Person. Reporting Person is the sole
beneficial owner of all of the listed shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
See Index of Exhibits on page 7.
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13D
CUSIP No. 37184T 106 Page 6 of 7
SIGNATURES
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: December 29, 2000 GENESISINTERMEDIA.COM, INC.
By: /s/ Ramy El-Batrawi
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Ramy El-Batrawi
Chief Executive Officer
13D
CUSIP No. 37184T 106 Page 7 of 7
Index of Exhibits
Exhibit No. Description
99.1 Proposal Letter
99.2 Press Release*
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* Incorporated by reference to the Exhibit 99.1 to the Current Report filed
by the Registrant on Form 8-K (Commission File No. 001-15029) dated
December 29, 2000.
