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Ultimate Holdings Ltd – ‘SC 13D/A’ on 7/13/01 re: Genesisintermedia Inc

On:  Friday, 7/13/01, at 3:40pm ET   ·   Accession #:  1045447-1-500063   ·   File #:  5-56837

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/13/01  Ultimate Holdings Ltd             SC 13D/A               1:11K  Genesisintermedia Inc             Sheppard Mullin … LLP/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 6                                        4     22K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 5. Interest in Securities of Issuer
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer 
SC 13D/A1st Page of 4TOC↑TopPreviousNext↓BottomJust 1st
 

 United States
Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

 Under the Securities Exchange Act of 1934
 (Amendment No. 6)

 GenesisIntermedia, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

37184T 106
(CUSIP Number)

Colette Johnston
 Ultimate Holdings, Ltd.
13 Parliament St. Hamilton
 HM 12 Bermuda
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

June 11, 2001 
 (Date of Event which Requires Filing of This Statement)

       If the filing person has previously filed a statement of Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is      
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 the disclosures provided in a prior cover page.                           

        The information required in 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 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.: 37184T 106                                                    13D/A  
                                                                 Page 2 of 5
-----------------------------------------------------------------------------   

(1)      NAMES OF REPORTING PERSONS                                             
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

Ultimate Holdings, Ltd., a Bermuda limited company.           
------------------------------------------------------------------------------- 
(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)               
                                               (b)
------------------------------------------------------------------------------- 
(3)      SEC USE ONLY                                                           
------------------------------------------------------------------------------- 
(4)      SOURCE OF FUNDS*  WC, BK                                               
------------------------------------------------------------------------------- 
(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
TO ITEM 2(d) or 2(e)                                          
------------------------------------------------------------------------------- 
(6)      CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Bermuda                                                       
------------------------------------------------------------------------------- 
NUMBER OF                  (7)      SOLE VOTING POWER                           

SHARES                                 8,743,843                            
                      ------------------------------------------------------
BENEFICIALLY               (8)      SHARED VOTING POWER                         

OWNED BY                               None                                 
                      ------------------------------------------------------
EACH                 (9)     SOLE DISPOSITIVE POWER                 

REPORTING                               8,743,843                             
                      ------------------------------------------------------
PERSON WITH                (10)     SHARED DISPOSITIVE POWER                    
      None
------------------------------------------------------------------------------- 
(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

8,743,843                                                     
------------------------------------------------------------------------------- 
(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 

------------------------------------------------------------------------------- 
(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  38.4%              
------------------------------------------------------------------------------- 
(14)     TYPE OF REPORTING PERSON*   CO                                         
------------------------------------------------------------------------------- 
*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           


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CUSIP No.: 37184T 106                                                    13D/A  
                                                                 Page 3 of 5
-----------------------------------------------------------------------------   
Item 1.       Security and Issuer.                                              

     This  statement  constitutes  Amendment No. 6 to the original  statement on
Schedule 13D filed with the Securities and Exchange  Commission on May 14, 2000,
as amended by Amendment No. 1 which was filed on August 14, 2000,  Amendment No.
2 which was filed on  September  15,  2000,  Amendment  No. 3 which was filed on
November 13, 2000,  and Amendment No. 4 which was filed on January 3, 2001,  and
Amendment No. 5 which was filed on April 13, 2001, in connection  with shares of
common stock, $.001 par value per share, of GenesisIntermedia,  Inc., a Delaware
corporation.  The  Issuer's  principal  executive  offices  are  located at 5805
Sepulveda Blvd., 8th Floor, Van Nuys, CA 91411.  Unless otherwise stated herein,
the Schedule 13D, as previously filed, remains in full force and effect.        

Item 5.       Interest in Securities of Issuer.                                 

     (c) The following  purchases were made on the Nasdaq open market subsequent
to the Schedule  13D and  Amendment  No. 5 to the Schedule 13D on the  following
dates:                                                                          
 
                                                        [Enlarge/Download Table]
                                                                                                            
                                                                                                             
      Shares Purchased               Shares Sold              Date of Transaction         Purchase Price     
-----------------------------  -------------------------  -----------------------------  --------------------
           25,200                                                  04/04/01                  $7.8849         
           12,000                                                  04/06/01                  $8.3425         
                                         50,000                    04/06/01                  $8.3425         
           24,900                                                  04/09/01                  $8.3147         
           63,500                                                  04/10/01                  $8.3487         
            4,500                                                  04/11/01                  $8.3892         
           10,000                                                  04/12/01                  $8.5332         
           21,100                                                  04/16/01                  $8.4617         
           14,200                                                  04/18/01                  $9.0909         
           26,100                                                  04/26/01                 $11.3253         
            1,100                                                  04/27/01                 $11.3100         
           33,128                                                  04/30/01                 $11.3130         
           72,700                                                  05/01/01                 $11.3100         
            1,900                                                  05/02/01                 $11.4658         
            4,459                                                  05/03/01                 $11.4980         
            1,400                                                  05/04/01                 $11.4100         
            2,200                                                  05/08/01                 $11.5550         
           28,500                                                  05/11/01                 $14.5600         
          230,727                                                  05/23/01                 $16.5570         
            1,200                                                  05/24/01                 $16.7600         
          142,700                                                  05/25/01                 $16.7600         
           48,200                                                  05/29/01                 $16.7600         
           74,900                                                  05/30/01                 $16.7600         
           34,500                                                  05/31/01                 $16.7600         
           51,805                                                  06/01/01                 $16.78           
                                         85,000                    06/05/01                 $16.8175         
                                          2,800                    06/06/01                 $16.440          
                                        660,000                    06/06/01                 $13.50           
           12,300                                                  06/07/01                 $16.72           
           13,200                                                  06/11/01                 $16.70           

CUSIP No.: 37184T 106                                                    13D/A  
                                                                 Page 4 of 5
-----------------------------------------------------------------------------   

     Note 1: The Reporting Person became a 10% shareholder of the Issuer on June
29, 2000. Reporting Person executed trades following that date that were subject
to  the  Section  16(b)  prohibition  on  "short-swing"  profits.  As a  result,
Reporting Person has undertaken to disgorge to the Issuer "short-swing" profits.

Note 2:  See Item 6 below.                                                      

(d)      Not applicable.                                      

(e)      Not applicable.                                      

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of Issuer.                                           

On June 29, 2001, GenesisIntermedia,  Inc. (the "Company") announced that it had
received a conditional  loan  commitment for a $100 million credit facility from
Riverdale  LLC,  a  company  owned  by Carl C.  Icahn.  It also  announced  that
concurrently  the parties  agreed to  principal  terms  relating  to  investment
banking  services to be provided by  Riverdale  or its  affiliates.  The Company
further announced that consummation of the financing  transactions is subject to
the  negotiation and execution of definitive  credit and security  documents and
that  consummation  of any  financings  under the facility would be 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
any definitive credit agreement.                                                

The Company also announced that, in conjunction with the conditional  commitment
and  investment  banking  services,  the  Company  agreed to issue  warrants  to
purchase 4 million shares of common stock of the Company to Riverdale and agreed
to grant to  Riverdale  registration  rights  with  respect to the common  stock
issuable  upon  exercise  of the  warrants.  The  Company  also  announced  that
concurrently  Mr.  El-Batrawi,  the  Company's  chairman,  agreed  to  grant  to
Riverdale options to acquire 1.5 million shares of common stock held by him. The
Company also announced that concurrent  with the Company's  agreement to grant 4
million  warrants to Riverdale,  the Reporting Person agreed to grant options to
the  Company to  purchase 2 million  shares of common  stock held by them for an
exercise price of $9.00 per share. The options are exercisable  beginning on the
date that is five days after the execution of a definitive  credit agreement and
expires on July 31,  2005.  The  options are  exercisable  by the Company to the
extent Riverdale exercises the same priced warrants issued to it by the Company.


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CUSIP No.: 37184T 106                                                    13D/A  
                                                                 Page 5 of 5
-----------------------------------------------------------------------------   
SIGNATURES

After reasonably 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 13, 2001                    ULTIMATE HOLDINGS, LTD.                

                          By: /s/ Colette Johnston
                                  __________________________
                              Colette Johnston
                     Manager

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
7/31/053
Filed on:7/13/0144
6/29/0134,  8-K,  8-K/A
6/11/0113/A,  4
4/13/013
1/3/0134,  SC 13D/A
11/13/0034,  SC 13D/A
9/15/003SC 13D/A
8/14/00310QSB,  SC 13D/A
6/29/003
5/14/003
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