SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Amendment No. 5
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 10006
(212) 483-7025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 1998
(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:
517,672 shares assuming full conversion of convertible notes and preferred
stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
517,672 shares assuming full conversion of convertible notes and preferred
stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
517,672 shares assuming full conversion of convertible notes and preferred
stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.0%
14. TYPE OF REPORTING PERSON:
OO
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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:
233,842 shares assuming full conversion of convertible notes and preferred
stock
8. SHARED VOTING POWER:
20,704 shares assuming full conversions of convertible notes and preferred
stock
9. SOLE DISPOSITIVE POWER:
233,842 shares assuming full conversion of convertible notes and preferred
stock
10. SHARED DISPOSITIVE POWER:
20,704 shares assuming full conversions of convertible notes and preferred
stock
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
254,546 shares assuming full conversion of convertible notes and preferred
stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.4%
14. TYPE OF REPORTING PERSON:
IN
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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:
20,704 shares assuming full conversion of convertible notes and preferred
stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
20,704 shares assuming full conversion of convertible notes and preferred
stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
20,704 shares assuming full conversion of convertible notes and preferred
stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.3%
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:
66,314 shares assuming full conversion of convertible notes
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
66,314 shares assuming full conversion of convertible notes
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
66,314 shares 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):
0.9%
14. TYPE OF REPORTING PERSON:
CO BD
<PAGE>
CUSIP No.: 372299107
1. NAME OF REPORTING PERSON:
Loeb Holding 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: Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
98,824 shares assuming full conversion of convertible preferred stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
98,824 shares assuming full conversion of convertible preferred stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
98,824 shares assuming full conversion of convertible preferred stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.3%
14. TYPE OF REPORTING PERSON:
CO
<PAGE>
This Amendment No. 5 reflects the sale of certain shares of Common Stock.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 30, 1998, after reflecting the sales reported in Item
5(c) shares of Common Stock of the Issuer were beneficially owned as follows;
and assuming conversion of convertible securities owned, would be beneficially
owned as follows:
SHARES OF FULLY CONVERTED SHARES
COMMON STOCK OF COMMON STOCK
Trust F/B/O Thomas L. Kempner 177,365 517,672
Warren D. Bagatelle 88,989 233,842
HSB Capital 7,469 20,704
Loeb Partners Corporation 29,549 66,314
Loeb Holding Corporation ---- 98,824
303,372 937,356
The Company as of July 30, 1998 has 6,755,594 shares of Common Stock
outstanding.
Assuming conversion of all convertible securities owned by the persons
named in answer to Item 2(a) hereof, they would own an aggregate of 937,356
shares of Common Stock, constituting 12.7% of the shares of Common Stock which
would then be outstanding, assuming such conversion.
(b) See the answer to Item 2 hereof.
(c) Shares of Common Stock of the Company were sold on July 20, 1998
pursuant to Rule 144 at $1 3/8 per share as follows:
SHARES
Trust F/B/O Thomas L. Kempner 97,940
Warren D. Bagatelle 44,240
HSB Capital 3,920
Loeb Partners Corporation 12,560
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL FILED AS EXHIBITS.
No change.
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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: July 30, 1998
Thomas L. Kempner and William A. Perlmuth, Ttes.
U/W C.M. Loeb F/B/O Thomas L. Kempner
By:/s/ THOMAS L. KEMPNER
Thomas L. Kempner, Trustee
By:/s/ WARREN D. BAGATELLE
Warren D. Bagatelle
HSB Capital
By:/s/ WARREN D. BAGATELLE
Warren D. Bagatelle, Partner
Loeb Partners Corporation
By:/s/ THOMAS L. KEMPNER
Thomas L. Kempner,
Chief Executive Officer
Loeb Holding Corporation
By:/s/ THOMAS L. KEMPNER
Thomas L. Kempner
Chief Executive Officer
