SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
GENISYS RESERVATION SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE .0001 PER SHARE
(Title of Class of Securities)
372299107
(CUSIP Number)
Irwin D. Rowe
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10016
(212) 425-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 23, 1997
(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 [ ].
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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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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CUSIP No.: 372299107
1. NAME OF REPORTING PERSON:
Thomas L. Kempner and William A. Perlmuth, Ttes. u/w C.M. Loeb f/b/o Thomas
L. Kempner
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
517,414 assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
517,414 assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
517,414 assuming full conversion of convertible notes
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10.6%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
This Amendment No. 2 amends the reporting of the number of shares sold and
number of shares beneficially owned by the Trust F/B/O Thomas L. Kempner and
Item 5 of the Schedule 13D Statement dated April 24, 1997 (as previously
amended).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 24, 1997, shares of the Common Stock of the Issuer and
Convertible Notes of the Issuer were beneficially owned as follows:
COMMON STOCK CONVERTIBLE NOTES
DOLLAR CONVERTIBLE INTO.*
Trust F/B/O Thomas L. Kempner 317,414 $18,750 200,000
Trust F/B/O Henry A.
Loeb's Children 78,444 4,500 48,000
Warren D. Bagatelle 104,596 6,125 65,335
HSB Capital 15,306 750 7,999
* The Convertible Notes currently mature in twelve equal quarterly installments
commencing April 1, 1998, and are currently convertible into Common Stock at
$0.09375 per share.
The Issuer currently has 4,330,594 shares of Common Stock outstanding.
In addition, Warren D. Bagatelle and Loeb Partners Corporation have options
to purchase from the Reporting Persons an aggregate of 42,099 and 62,109 shares,
respectively, of the Common Stock assuming full conversion of the Convertible
Notes, at a purchase price of 150% of the cost of the shares to the Reporting
Persons, less any prior distributions received by those Reporting Persons.
Assuming conversion of all Convertible Notes, the persons named in answer
to Item 2(a) hereof will own an aggregate of 837,094 shares of Common Stock,
constituting 18.0% of the Common Stock which will then be outstanding, assuming
such conversion.
(b) See the answer to Item 2 hereof.
(c) Shares of Common Stock of the Issuer sold in the over-the-counter
market pursuant to SEC Rule 144 are as follows:
NO. OF SHARES DATE PRICE
Trust F/B/O Thomas L. Kempner 77,000 4/8/97 $5.00
26,677 4/23/97 $5.00
Trust F/B/O Henry A. Loeb's
Children 16,800 4/8/97 $5.00
5,820 4/23/97 $5.00
Warren D. Bagatelle 29,139 4/8/97 $5.00
7,761 4/23/97 $5.00
HSB Capital 2,800 4/8/97 $5.00
971 4/23/97 $5.00
(d) and (e) Not applicable.
<PAGE>
SIGNATURE
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: May , 1997
Thomas L. Kempner and William A. Perlmuth, Ttes.
U/W C.M. Loeb F/B/O Thomas L. Kempner
By:_____________________________
Thomas L. Kempner, Trustee
Thomas L. Kempner, Henry A. Loeb, Elisabeth L.
Levin and Jean L. Troubh, Ttes.U/W C.M. Loeb
F/B/O Henry A. Loeb's Children
By:_____________________________
Thomas L. Kempner, Trustee
By:_____________________________
Warren D. Bagatelle
HSB Capital
By:_____________________________
Warren D. Bagatelle, Partner
Loeb Partners Corporation
By:_____________________________
Thomas L. Kempner,
Chief Executive Officer
