SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Amendment No. 3
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)
June 20, 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).
<PAGE>
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:
455,305 assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
455,305 assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
455,305 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):
9.8%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No.: 372299107
1. NAME OF REPORTING PERSON:
Thomas L. Kempner, Henry A. Loeb, Elisabeth L. Levin
and Jean L. Troubh, Ttes. u/w C.M. Loeb F/B/O Loeb's Children
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:
111,535 assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
111,535 assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
111,535 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):
2.4%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No.: 372299107
1. NAME OF REPORTING PERSON:
Warren D. Bagatelle
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:
212,034 assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
212,034 assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
212,034 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):
4.6%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
CUSIP No.: 372299107
1. NAME OF REPORTING PERSON:
HSB Capital
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: WC
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:
18,589 assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
18,589 assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
18,589 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):
0.4%
14. TYPE OF REPORTING PERSON:
PN
<PAGE>
CUSIP No.: 372299107
1. NAME OF REPORTING PERSON:
Loeb Partners Corporation
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: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
62,109 assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
62,109 assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
62,109 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):
1.4%
14. TYPE OF REPORTING PERSON:
CO
<PAGE>
This Amendment No. 3 amends the number of shares beneficially owned by the
Trust F/B/O Thomas L. Kempner, the Trust F/B/O Loeb's Children, Warren D.
Bagatelle, HSB Capital and Loeb Partners Corporation 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 June 20, 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 275,305 $16,875 180,000
Trust F/B/O Henry A.
Loeb's Children 68,335 4,050 43,200
Warren D. Bagatelle 133,229 7,388 78,805
HSB Capital 11,389 675 7,200
Loeb Partners Corporation 42,109 1,875 20,000
* 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.
The event requiring the filing of Statement is the exercise in full by
Warren D. Bagatelle and Loeb Partners Corporation of options to purchase from
the Reporting Persons an aggregate of 42,109 shares each. (Amendment No. 2 to
this Schedule had incorrectly stated that Warren D. Bagatelle had an option to
purchase 42,099 shares and Loeb Partners Corporation had an option to purchase
62,109 shares.)
Assuming conversion of all Convertible Notes, the persons named in answer
to Item 2(a) hereof will own an aggregate of 859,572 shares of Common Stock,
constituting 18.4% of the Common Stock which will then be outstanding, assuming
such conversion.
(b) See the answer to Item 2 hereof.
(c) The net number of shares of Common Stock of the Issuer
transferred upon exercise of the options described above are as follows:
<TABLE>
<CAPTION>
No. of No. of No. of No. of
Shares Shares Convertible Convertible
Sold Acquired Notes Sold Notes Acquired
Convertible Convertible
Dollar Into Dollar Into
<S> <C> <C> <C> <C> <C> <C>
Trust F/B/O
Thomas L. Kempner 42,109 $1,875 20,000
Trust F/B/O
Henry A. Loeb's Children 10,109 450 4,800
HSB Capital 1,684 75 799
Warren D. Bagatelle 28,633 $1,263 12,470
Loeb Partners Corporation 42,109 1,875 20,000
In April 1997 and May 1997, HSB Capital sold an aggregate of 2,233 shares in
the over-the-counter market
(d) and (e) Not applicable.
</TABLE>
<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: June , 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
