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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GENERAL CREDIT CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
369451109
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CUSIP Number
Irwin Zellermaier
211 East 70th Street
New York, New York 10021
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 6, 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 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. [ ]
(Page 1 of 6 pages)
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SCHEDULE 13D
CUSIP No. 369451109 PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
Irwin Zellermaier
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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*
PF
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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
UNITED STATES OF AMERCIA
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7. SOLE VOTING POWER
904,500 shares of common stock,
inclusive of 275,000 shares
underlying currently exercisable
stock options.
NUMBER OF ----------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED ----------------------------------------------
BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING 904,500 shares of common stock,
PERSON WITH inclusive of 275,000 shares
underlying currently exercisable
stock options.
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,500 shares of common stock
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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)
23.25%
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14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP NO. 369451109 PAGE 3 OF 6 PAGES
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Item 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $.001 per
share (the "Common Stock"), of General Credit Corporation, a New York
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 370 Lexington Avenue, Suite 2000, New York, New York 10017.
Item 2. IDENTITY AND BACKGROUND
This Statement, which amends a filing on Schedule 13D filed on
September 29, 1999, is filed on behalf of Irwin Zellermaier, the Reporting
Person.
(a) Irwin Zellermaier
(b) 211 East 70th Street, New York, New York 10021.
(c) The Reporting Person is the Chief Executive Officer and
Chairman of the Board of Directors of the Issuer.
(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors;
(e) During the last five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or
administrative body or as a result of such proceeding, was
or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities
subject to federal or state securities laws or finding any
violations with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This statement relates to the acquisition of beneficial ownership
by the Reporting Person of 235,500 shares of Common Stock. The purchase price of
these 235,500 shares of Common Stock was $52,987.50. The source of funds for
acquiring the Common Stock was the Reporting Person's personal funds.
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SCHEDULE 13D
CUSIP NO. 369451109 PAGE 4 OF 6 PAGES
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Item 4. PURPOSE OF THE TRANSACTION
The purpose of the Reporting Person's acquisition of additional
shares of Common Stock was to increase his equity interest in the Issuer. The
Reporting Person is the Chief Executive Officer and the Chairman of the Board
of Directors of the Issuer. The Reporting Person intends to review his
investment in the Common Stock on a regular basis and, depending upon general
economic and market conditions, investment opportunities and other factors,
including applicable legal constraints, the Reporting Person may at any time
determine to increase or decrease the amount of his investment in Common Stock.
The Reporting Person has no plans or proposals that would result in any actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person reserves the right to, and may in the future,
change his purpose or plans with respect to his investment in the Company and to
take such actions as he deems appropriate in light of the circumstances existing
at the time.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on January 6, 2000, the Reporting
Person beneficially owned in the aggregate 904,500 shares of Common Stock, or
approximately 23.3% of the outstanding shares of Common Stock (inclusive of
275,000 shares which are issuable upon exercise of Issuer stock options as set
forth below) based upon 3,615,000 shares outstanding as of November 15, 1999
according to the Issuer's most recent quarterly report filed with the Securities
and Exchange Commission.
The Reporting Person holds the following options to purchase
shares of the Issuer's Common Stock (the "Stock Options"), all of which are
currently exercisable.
<TABLE>
<CAPTION>
OPTIONS TO ACQUIRE EXERCISE PRICE PER SHARE EXERCISABLE THRU
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<C> <C> <C>
75,000 shares of Common Stock $2.125 11/3/00
100,000 shares of Common Stock $1.625 5/11/01
100,000 shares of Common Stock $0.25 7/7/01
</TABLE>
(b) The Reporting Person has the sole power to vote or direct the
vote, and the sole power to dispose or to direct the disposition of the Shares
as well as the shares of Common Stock underlying the Stock Options.
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SCHEDULE 13D
CUSIP NO. 369451109 PAGE 5 OF 6 PAGES
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(c) On December 29, 1999, the Reporting Person entered into a
Stock Purchase Agreement with Gerald Schultz and Gerald Nimberg pursuant to
which the Reporting Person and Gerald Nimberg each agreed to purchase 235,500
shares of Common Stock of the Issuer for a purchase price of $52,987.50 each.
The acquisition closed on January 6, 2000. There were no other transactions in
Common Stock effected by the Reporting Person during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SCHEDULE 13D
CUSIP NO. 369451109 PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: January 7, 2000 /s/ Irwin Zellermaier
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Irwin Zellermaier
