Genesisintermedia Inc – ‘8-K’ for 6/29/01 – EX-99.1PRESSRELEASE

On:  Friday, 6/29/01, at 8:50pm ET   ·   As of:  7/2/01   ·   For:  6/29/01   ·   Accession #:  1045447-1-500046   ·   File #:  1-15029

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-99.1PRESSRELEASE  Miscellaneous Exhibit                         2     12K 

EX-99.1PRESSRELEASE   —   Miscellaneous Exhibit

EX-99.1PRESSRELEASE
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CARL C. ICAHN'S RIVERDALE LLC AND GENESISINTERMEDIA, INC. ENTER INTO AGREEMENT
FOR $100 MILLION CREDIT FACILITY AND INVESTMENT BANKING SERVICES

LOS ANGELES,  CALIFORNIA - JUNE 29, 2001 - GenesisIntermedia,  Inc. (NASDAQ/NMS:
GENI)  (Frankfurt:  GIA) today  announced  that it has  received  a  conditional
commitment  from Riverdale  LLC, a company owned by Carl C. Icahn,  the New York
based financier,  to provide for a $100 million credit facility.  The purpose of
the credit facility is to finance  acquisitions  as part of  GenesisIntermedia's
business plan of aggressive growth through acquisition. The agreement also calls
for Riverdale LLC, or its  affiliates,  to provide  investment-banking  services
related to the acquisition plan, including:                                     

o    Advising on GenesisIntermedia's acquisition strategy             

o    Sourcing acquisition candidates                                  

o    Structuring acquisitions                                         

o    Proposing alternative financing sources                          

o    Undertaking due diligence of proposed acquisitions               

Consummation  of the financing  transactions  is subject to the  negotiation and
execution of  definitive  credit and  security  documents.  Consummation  of any
financings  under  the  facility  is also  subject  to a number  of  conditions,
including credit review of potential  acquisition targets,  lender due diligence
of the  acquisitions  and other  conditions  to be set  forth in the  definitive
credit agreement.                                                               

"We're  excited by the  opportunities  that this credit  facility and investment
banking  relationship  afford  us.  We expect  to be able to act  quickly  as we
continue to  identify  acquisition  opportunities  that will grow  revenues  and
enhance value. We expect that this arrangement  should facilitate our ability to
complete acquisitions of businesses that expand and enhance our operations while
benefiting  from the  acumen  and  expertise  of the Icahn  group"  stated  Ramy
El-Batrawi, Chairman and Chief Executive Officer of GenesisIntermedia.          

GenesisIntermedia  continually reviews acquisition  opportunities as part of its
growth plan and is actively pursuing several  acquisition  targets at this time.
GenesisIntermedia  and Riverdale LLC are now studying these  transactions  under
consideration.  The Company  believes that  completion of targeted  acquisitions
will bolster the Company's cash position and revenues. No assurance can be given
that any  acquisitions  will be consummated.  The Company believes that the $100
million credit facility will enable GenesisIntermedia to more easily and rapidly
complete transactions that are accretive to the Company's earnings.             

As described in the Form 8-K filed today by the Company, in conjunction with the
$100 million credit facility and investment banking services, the Company issued
warrants  to acquire 4 million  common  shares and Mr.  El-Batrawi  has  granted
options  to acquire a total of 1.5  million  of his  common  shares to the Icahn
entities. If all of the warrants and options were to be exercised, Riverdale LLC
would hold an approximate 20% stake in the Company. All of the shares underlying
the warrants and options will be subject to a one year lock-up  described in the
commitment.  Concurrent with the Company's grant of the options,  Mr. El-Batrawi

EX-99.1PRESSRELEASE
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and Ultimate Holdings,  Ltd., a principal stockholder in the Company,  agreed to
grant to the  Company  similar  options to  purchase  shares held by them in the
event Riverdale LLC exercises the warrants  issued by the Company.  The exercise
prices of these  options  equals the price to  Riverdale  LLC, so  dilution  for
existing stockholders will be minimized as a result of the transaction.         

About GenesisIntermedia, Inc.                                                   

GenesisIntermedia,  Inc. (GENI) is involved in several  business lines revolving
around the  marketing  and  advertising  of  consumer  goods and  services.  The
Company's  main  business  lines are (a) direct sales and  marketing of consumer
products, (b) interactive  advertising and data mining in retail malls under the
Centerlinq  brand, and (c) car rentals for the replacement  market under the Car
Rental Direct brand.  The Company strives to create a portfolio of complementary
business  activities  that  build  on the  Company's  traditional  strengths  in
marketing consumer goods and services. GenesisIntermedia markets through several
channels including television, print, radio, telemarketing and retail outlets.  

The Company believes that significant opportunities exist to build new platforms
around  e-commerce  activities.  As such,  the  Company has  recently  dedicated
significant  financial  and human  resources  to develop and  commercialize  its
Centerlinq product, three-time recipient of Microsoft Corp.'s (NASDAQ/NMS: MSFT)
Retail  Application   Developer  "RAD"  award  for  "Best  Retail   Headquarters
Application" in the category of Core Retail Marketing.                          

The Private  Securities  Litigation  reform act of 1995 provides a "safe harbor"
for  forward-looking  statements.  Certain  information  included  in this press
release (as well as  information  included in oral  statements  or other written
statements made or to be made by  GenesisIntermedia,  Inc.) contains  statements
and other matters that are  forward-looking.  Such  forward-looking  information
involves  important  risks and  uncertainties  that could  significantly  affect
anticipated  results in the future and,  accordingly,  actual results may differ
materially  from  those  expressed  in any  forward-looking  statements  made by
GenesisIntermedia, Inc. For a description of additional risks and uncertainties,
please refer to the  GenesisIntermedia,  Inc.  filings with the  Securities  and
Exchange Commission, including GenesisIntermedia, Inc.'s Form 10-k.             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed as of:		7/2/01							3,  8-K
Filed on / For Period End:		6/29/01		1					4,  8-K,  8-K/A
									List all Filings