United States
Securities and Exchange Commission
Washington, D.C. 20549
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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. 3)
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 Johnston
Ultimate Holdings, Ltd.
13 Parliament St. Hamilton
HM 12 Bermuda
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(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
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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 2,028,634
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 2,028,634
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PERSON WITH (10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,028,634
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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) 30%
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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 4
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Item 1. Security and Issuer.
This statement constitutes Amendment No. 3 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, 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 $7,085,646. 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. 2 to the Schedule 13D on the following
dates:
<TABLE>
Shares Purchased Shares Sold Exercise Price Transaction Date
---------------------- ---------------- -------------------- -------------------
<S> <C> <C> <C>
37,500 $15.560 09/01/00
15,000 $15.1850 09/05/00
25,000 $15.80 09/08/00
26,500 $15.1142 09/11/00
9,500 $15.060 09/12/00
25,000 $15.060 09/15/00
40,000 $15.060 09/18/00
90,000 $15.00 10/06/00
110,000 $15.0625 10/23/00
90,000 $15.00 10/24/00
468,500
</TABLE>
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 disgorged to Issuer "short-swing" profits in the amount of
$184,356.23. This "short-swing" profit figure is larger than the figure set
forth in Amendment No. 2 to the Schedule 13D due to subsequent purchases
reflected in this Amendment No. 3 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.
<PAGE>
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: November 10, 2000 ULTIMATE HOLDINGS, LTD.
By: /s/ Colette Johnston
__________________________
Colette Johnston
Manager
