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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 8
Under the Securities Exchange Act of 1934
NETCRUISE.COM (formerly known as
GENISYS RESERVATION SYSTEMS, INC.)
(Name of Issuer)
COMMON STOCK, PAR VALUE .0001 PER SHARE
(Title of Class of Securities)
64110S101
(CUSIP Number)
Vicki Z. Holleman
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
(212) 483-7047
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 7, 2000
(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.: 64110S101
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:
251,536 shares
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
251,536 shares
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
251,536 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.2%
14. TYPE OF REPORTING PERSON:
OO
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CUSIP No.: 64110S101
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:
113,940 shares
8. SHARED VOTING POWER:
10,318 shares
9. SOLE DISPOSITIVE POWER:
113,940 shares
10. SHARED DISPOSITIVE POWER:
10,318 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
124,258 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.6%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No.: 64110S101
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:
10,318 shares
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
10,318 shares
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,318 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.05%
14. TYPE OF REPORTING PERSON:
PN
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CUSIP No.: 64110S101
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:
33,174 shares
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
33,174 shares
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
33,174 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.16%
14. TYPE OF REPORTING PERSON:
CO BD
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CUSIP No.: 64110S101
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:
51,545 shares
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
51,545 shares
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
51,545 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.24%
14. TYPE OF REPORTING PERSON:
CO
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This Amendment No. 8 reflects dispositions and the results thereof.
Item 1. Security and Issuer.
This statement refers to the Common Stock of Netcruise.com, 2401 Morris Avenue,
Union, New Jersey, 07083. Lawrence Burk is its President.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are: Thomas L. Kempner,
William A. Perlmuth, Ttes. U/W Carl M. Loeb F/B/O Thomas L. Kempner, Warren D.
Bagatelle, HSB Capital, Loeb Partners Corporation, Loeb Holding Corporation.
(b)The business address of the persons filing this statement is 61 Broadway, New
York, New York 10006.
(c) Thomas L. Kempner is Chief Executive Officer of Loeb
Partners Corporation, a registered broker/dealer and Chief Executive Officer of
its parent, Loeb Holding Corporation. Loeb Partners Corporation is a wholly
owned subsidiary of Loeb Holding Corporation. William A. Perlmuth is of counsel
to Stroock & Stroock & Lavan, 180 Maiden Lane, New York, N.Y., 10038, a law
firm. Warren D. Bagatelle is a Managing Director of Loeb Partners Corporation.
He is a partner of HSB Capital. In December, 1999 he ceased being a director or
officer of the Issuer. Charles E. Roden is a partner of HSB Capital. He is a
Managing Director of Josephthal, Lyon & Ross. Loeb Partners Corporation is a
registered broker/dealer and a registered investment adviser. Thomas L. Kempner
is its President, a Director and its Chief Executive Officer. Norman N. Mintz is
a Vice President and a Director of Loeb Partners Corporation. Messrs. Kempner,
Mintz, Robert Krones and Edward E. Matthews are Directors of Loeb Holding
Corporation.
(d) and (e) None of the individuals named have, within the last five years, been
convicted in criminal proceeding (excluding traffic violations or similar
misdemeanors), or have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
(f) All of the individuals named are United States citizens. Loeb
Partners Corporation is a Delaware corporation. Loeb Holding Corporation is a
Maryland corporation.
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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 March 8, 2000, after reflecting the matters reported in Item 5(c),
shares of Common Stock of the Issuer were beneficially owned as follows:
Shares of
Common Stock
Trust F/B/O Thomas L. Kempner 251,536
Warren D. Bagatelle 113,940
HSB Capital 10,318
Loeb Partners Corporation 33,174
Loeb Holding Corporation 51,545
460,513
The Company advised the reporting persons that as of March 6, 2000 it had
21,161,384 shares of Common Stock outstanding. The persons named in answer to
this Item, owned an aggregate of 460,513 shares of Common Stock, constituting
approximately 2.2% of the outstanding shares of Common Stock.
(b) See the answer to Item 2 hereof.
(c) Shares of Common Stock of the Company were sold on February 11, 2000
pursuant to Rule 144 at $2 per share as follows:
Shares Sold
Trust F/B/O Thomas L. Kempner 70,000
Warren D. Bagatelle 30,000
As of March 7, 2000 all convertible securities theretofore owned by the
reporting persons were either (i) converted into Common Stock (300,706 shares in
the aggregate for all reporting persons), or (ii) retired by cash payment at
par. At that time 179,272 Shares of Common Stock, in the aggregate, were sold
privately by the reporting persons to a non-affiliated person, Joseph Perri, for
$44,800
(d) Not applicable.
(e) March 7, 2000
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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: March 27, 2000
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
