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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 7
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)
April 22, 1999
(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:
377,672 shares assuming full conversion of convertible notes and
preferred stock
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
377,672 shares assuming full conversion of convertible notes and
preferred stock
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
377,672 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):
5.1%
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:
173,842 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:
173,842 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:
194,546 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):
2.6%
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
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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
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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
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This Amendment No. 7 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 April 30, 1999, 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 37,365 377,672
Warren D. Bagatelle 28,989 173,842
HSB Capital 7,469 20,704
Loeb Partners Corporation 29,549 66,314
Loeb Holding Corporation ---- 98,824
103,372 737,356
The Company as of March 26, 1999 has 6,734,694 shares of Common Stock
outstanding, according to its annual report on Form 10K-SBIA.
Assuming conversion of all convertible securities owned by the persons named in
answer to this Item, they would own an aggregate of 737,356 shares of Common
Stock, constituting 10.0% 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 April 22, 1999 pursuant
to Rule 144 at $2 3/4 per share as follows:
Shares Sold
Trust F/B/O Thomas L. Kempner 70,000
Warren D. Bagatelle 30,000
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(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.
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 2, 1999
Thomas L. Kempner and William A.
Perlmuth, Ttes. U/W C.M. Loeb F/B/O
Thomas L. Kempner
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
Loeb Holding Corporation
By:_____________________________
Thomas L. Kempner
Chief Executive Officer
