General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Genesisintermedia, Inc. 8 28K
2: EX-99 Agreement 12 52K
6: EX-99 Litigation Disclosure 1 6K
4: EX-99 Option Agreement 18 63K
5: EX-99 Registration Rights Agreement 19 76K
3: EX-99 Warrant Agreement 22 73K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
GenesisIntermedia,Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
37184T106
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 2,2001
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
1
SCHEDULE 13D
CUSIP No. 37184T106
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,500,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,500,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.274% (assuming exercise by Registrant of all
Warrants and Options)
14 TYPE OF REPORTING PERSON*
OO
2
SCHEDULE 13D
CUSIP No.37184T106
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,500,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.274% (assuming exercise by Registrant of
all Warrants and Options)
14 TYPE OF REPORTING PERSON*
IN
3
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, $.001 par value (the
"Shares"), of GenesisIntermedia, Inc., a Delaware corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 5805 Sepulveda
Boulevard, Van Nuys, California 91411.
Item 2. Identity and Background
The persons filing this statement are Riverdale LLC, a New York limited
liability company ("Riverdale") and Carl C. Icahn, a citizen of the United
States of America, (collectively, the "Registrants"). The principal business
address and the address of the principal office of (i) Riverdale is 100 South
Bedford Road, Mount Kisco, New York 10549, and (ii) Carl C. Icahn is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Riverdale is 100 percent owned by Carl C. Icahn.
Riverdale is primarily engaged in the business of owning real estate.
Carl C. Icahn's present principal occupation or employment is acting as
President and a Director of Starfire Holding Corporation, a Delaware
corporation, and as the Chairman of the Board and Director of various of
Starfire's subsidiaries, including ACF Industries, Incorporated, a New Jersey
corporation.
The name, citizenship, present principal occupation or employment and
business address of Mr. Icahn is set forth in this section. To the best of
Registrants' knowledge, except as set forth in this section, none of the
managers or executive officers of the Registrants own any shares of the Issuer.
Carl C. Icahn is the managing and sole member of Riverdale.
As such, Mr. Icahn is in a position directly and indirectly to
determine the investment and voting decisions made by Riverdale.
Except as described on Exhibit 6, none of Riverdale, Carl C. Icahn or
any manager or executive officer of Riverdale, has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is 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 a finding of any violation with respect to
such laws.
4
Item 3. Source and Amount of Funds or Other Consideration
Riverdale obtained (i) from the Issuer warrants to purchase 4,000,000
Shares (the "Warrants") and (ii) from Mr. Ramy El-Batrawi ("Mr. El-Batrawi")
options to purchase 1,500,000 Shares (the "Options"), in each case, as described
more fully in Item 6.
Item 4. Purpose of Transaction
Riverdale acquired Warrants and Options in connection with Riverdale's
agreement with Issuer dated July 2, 2001, which is attached hereto and made a
part hereof in its entirety as Exhibit 2. Exhibit 2 represents Riverdale's
conditional commitment to make funds available, through its affiliates, to
Issuer under the circumstances provided therein and Riverdale's agreement to
provide, directly or through its affiliates, limited investment banking services
to Issuer, all in connection with possible future acquisitions by Issuer and
possibly in other circumstances.
Riverdale expects that it may be consulted by Issuer from time to time
with respect to planned acquisitions and other out of the ordinary course
matters in addition to the matters covered in Exhibit 2. Riverdale expects that
it or its affiliates will, from time to time at the request of Issuer's
management, provide advice to Issuer.
Registrants may, at any time and from time to time, acquire additional
securities of the Issuer in the open market, from the Issuer or otherwise.
Registrants also reserve the right to dispose, at any time and from time to
time, of any securities of Issuer which they own in the open market, to the
Issuer or otherwise. As described more fully in Item 6, there are certain
limitations on Riverdale's ability to dispose of Shares and Riverdale has been
granted certain registration rights with respect to the Shares.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on July 2, 2001, Registrants
may be deemed to beneficially own, in the aggregate, the Warrants and Options
and, assuming exercise thereof by Riverdale, 5,500,000 Shares, representing
approximately 21.274% of the Issuer's outstanding Shares (based upon the
21,852,860 Shares stated to be outstanding as of April 27, 2001 by the Issuer in
the Issuer's Proxy Statement, filed with the Securities and Exchange
Commission on May 17, 2001 and assuming exercise by Riverdale of all Warrants
and Options).
(b) To the extent the Options have voting power, Riverdale has sole
voting power and Riverdale has sole dispositive power with regard to 5,500,000
Shares. Carl C. Icahn has shared voting power and shared dispositive power with
regard to 5,500,000 Shares.
5
Mr. Icahn, by virtue of his relationship to Riverdale (as disclosed in
Item 2), may be deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act) the securities which Riverdale directly beneficially owns.
Mr. Icahn disclaims beneficial ownership of such securities for all other
purposes.
(c) Not Applicable - See Item 6
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
On July 2, 2001, Riverdale entered into Exhibit 2 which is incorporated
by reference herein in its entirety. Pursuant to Exhibit 2, Issuer issued to
Riverdale the Warrants to purchase an aggregate of 4 million Shares at exercise
prices ranging from $2.00 to $9.00 per Share and granted to Riverdale
registration rights with respect to the Shares issuable upon exercise of the
Warrants and the Options. A copy of each of the Warrant Agreement, the Option
Agreement and the Registration Rights Agreement is attached hereto and made a
part hereof in its entirety as Exhibits 3, 4 and 5, respectively.
Concurrently with the issuance of the Warrants, Mr. El-Batrawi granted
Riverdale the Options to purchase 1,000,000 and 500,000 Shares held by him, at
purchase prices of $2.00 and $4.00 per Share, respectively.
Exhibit 5 provides that Riverdale agrees to lock-up the Warrants, the
Options and the Shares acquirable upon exercise of the Warrants and Options for
a period ending on July 1, 2002 unless Mr. El-Batrawi disposes of any Shares
during that period, in which case Riverdale's lock-up will terminate. In
addition, Mr. El- Batrawi and Ultimate Holdings, Ltd. agreed to lock-up the
Shares presently held by them for one year, subject to certain permissible
resales to institutions and to certain non-institutional purchasers who agree to
lock-up their Shares. In addition, the Options provide that Riverdale may direct
Mr. El-Batrawi's vote on the Shares underlying the Options for certain limited
matters.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
2. Agreement, dated as of July 2, 2001, between Riverdale LLC ,
GenesisIntermedia, Inc., Ramy El-Batrawi and Ultimate
Holdings, Ltd.
3. Warrant Agreement, dated as of July 2, 2001, between Riverdale
LLC and GenesisIntermedia, Inc.
6
4. Option Agreement, dated as of July 2, 2001, between Riverdale
LLC and Ramy El-Batrawi
5. Registration Rights Agreement, dated as of July 2, 2001,
between Riverdale LLC and GenesisIntermedia, Inc.
6. Item 2 disclosure.
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 10, 2001
RIVERDALE LLC
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D with respect
to GenesisIntermedia, Inc.]
7
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.001 par value, of GenesisIntermedia, Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 10th day of July, 2001.
RIVERDALE LLC
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to GenesisIntermedia,
Inc.]
8
Dates Referenced Herein and Documents Incorporated by Reference
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