United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )
GenesisIntermedia, Inc.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
37184 Y 105
(CUSIP Number)
Michel S. Tamer, Esq.
General Counsel
GenesisIntermedia, Inc.
5805 Sepulveda Blvd. 8th Floor
Van Nuys, CA 91411
(818) 902-4313
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 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).
CUSIP No.: 37184Y 105 13D
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ramy El-Batrawi
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF (7) SOLE VOTING POWER
SHARES 10,375,469
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 10,375,469
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PERSON WITH (10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,375,469
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.4%
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(14) TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 37184Y 105 13D
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This statement on Schedule 13D amends and supersedes the statement on
Schedule 13G filed by the Reporting Person on July 18, 2001.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to 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 Boulevard, 8th Floor,
Van Nuys, California 91411.
Item 2. Identity and Background.
(a) Name: Ramy El-Batrawi ("Reporting Person").
(b) Address of Principal Office: 5805 Sepulveda Blvd., 8th Floor, Van
Nuys, CA 91411.
(c) Principal Business: Chairman and Chief Executive Officer of
Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of which 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 finding any
violation with respect to such laws.
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Considerations.
The Reporting Person obtained $22.7 million from Ultimate Holdings, Ltd. to
purchase the 1,329,500 shares of common stock of Issuer on August 17 - 20, 2001.
The loan is secured by approximately 8,000,000 shares of common stock of the
Issuer previously purchased by Reporting Person. The loan is payable on demand
and the interest rate on the loan is currently 9.5%.
Item 4. Purpose of Transaction.
The Reporting Person is the founder, a principal stockholder and the
Chairman and Chief Executive Officer of the Issuer. The Reporting Person may
from time to time (i) acquire additional shares of common stock, subject to the
availability of prices deemed favorable in the open market, in privately
negotiated transactions or otherwise, or (ii) dispose of the shares of common
stock owned by the Reporting Person or subsequently acquired at prices deemed
favorable in the open market, in privately negotiated transactions or otherwise.
The Reporting Person influences management of the Issuer and intends to
seek to assert such influence through ownership of the Issuer's securities. In
the future, the Reporting Person may consider whether to take additional actions
to protect its investment in the Issuer, including, without limitation, (i) the
acquisition of additional securities of the Issuer or the disposition of
securities of the Issuer, (ii) proposing an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries and (iii) proposing a change in the present Board of Directors
or management of the Issuer.
CUSIP No.: 37184Y 105 13D
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Except as set forth above, the Reporting Person purchased the common stock
in the open market for investment purposes. Except as indicated above, the
Reporting Person currently has no plans or proposals which would result in any
of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D,
although the Reporting Person reserves the right to determine in the future to
take any action which relates to or would result in any of such events, actions
or conditions.
Item 5. Interest in Securities of Issuer.
(a) Reporting Person beneficially owns 10,375,469 shares or approximately
45.4% of the outstanding shares of Issuer as of August 22, 2001.
(b) Reporting Person has sole power to vote and dispose of 10,375,469
shares of the Issuer.
(c) The following purchases or sales were made on the following dates
within the 60 days prior to August 17, 2001. The purchases were made in the open
market on Nasdaq and the sales were made in connection with the Issuer's loan
facility transaction described in the note following the table.
Shares Purchased/(Sold) Date Purchased/Sold Purchase Price
------------------------------ ------------------------ -----------------------
(1,000,000) 6/29/01* $2.00
(1,000,000) 6/29/01* $4.00
(500,000) 6/29/01* $2.00
922,000 8/17/01 $17.568
10,000 8/20/01 $17.84
397,500 8/20/01 $17.7903
*Note: On June 29, 2001, the Issuer 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 Issuer 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.
In conjunction with the conditional commitment and investment banking services,
the Issuer agreed to issue warrants to purchase 4 million shares of common stock
of the Issuer to Riverdale and agreed to grant to Riverdale registration rights
with respect to the common stock issuable upon exercise of the warrants.
Concurrently with this issuance, Reporting Person agreed to grant to Riverdale
options to acquire 1.5 million shares of common stock held by him. The Issuer
also announced that concurrent with the Issuer's agreement to grant 4 million
warrants to Riverdale, Reporting Person also agreed to grant to the Issuer
options to acquire 1 million shares of common stock held by Reporting Person.
The stock dispositions identified in the table above reflect the stock options
Reporting Person agreed to issue to Riverdale LLC and the Issuer. The options to
the Issuer are exercisable to the extent Riverdale exercises the same priced
warrants issued to it by the Issuer. The options are deliverable to Riverdale
within five (5) days after execution and delivery of a definitive credit
agreement between Riverdale and the Issuer.
CUSIP No.: 37184Y 105 13D
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(d) See Item 6 below.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
The Reporting Person incorporates by reference the response to Item 3 and
Item 5 above. Reporting Person has permitted Ultimate the right to use the
shares provided to Ultimate as collateral for any financing sought by Ultimate.
Reporting Person has retained all other rights relating to such shares,
including the right to vote, but the Reporting Person has credit risk with
respect to those shares. By reason of the foregoing arrangements regarding the
financing of the acquisition of shares of the Issuer, the Reporting Person may
be deemed to be a member of a group including Ultimate Holdings, Ltd., but the
Reporting Person disclaims the existence of such a group. Except as set forth
above in this Item 6 or in Item 3, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person
and any other person with respect to any securities of the Company, including
but not limited to transfer or voting of any securities, finders' fees, joint
ventures, loan or option agreements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Loan Commitment Letter dated July 2, 2001 between Riverdale
LLC and Issuer.
Exhibit 2: Warrant Agreement dated July 2, 2001 between Riverdale LLC
and Issuer.
Exhibit 3: Option Agreement dated July 2, 2001 between Riverdale LLC
and Reporting Person.
Exhibit 4: Registration Rights Agreement dated July 2, 2001 between
Riverdale LLC and Issuer.
Exhibit 5: Option Agreement dated July 2, 2001 between Reporting Person
and Issuer.
Exhibit 6: Option Agreement dated July 2, 2001 between Issuer and Ultimate
Holdings, Ltd.
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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: September 6, 2001
/s/ Ramy El-Batrawi
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Ramy El-Batrawi
INDEX OF EXHIBITS
Exhibit 1: Loan Commitment Letter dated July 2, 2001 between Riverdale
LLC and Issuer.(1)
Exhibit 2: Warrant Agreement dated July 2, 2001 between Riverdale LLC
and Issuer.(1)
Exhibit 3: Option Agreement dated July 2, 2001 between Riverdale LLC
and Reporting Person.(1)
Exhibit 4: Registration Rights Agreement dated July 2, 2001 between
Riverdale LLC and Issuer. (1)
Exhibit 5: Option Agreement dated July 2, 2001 between Reporting Person
and Issuer.(2)
Exhibit 6: Option Agreement dated July 2, 2001 between Issuer and Ultimate
Holdings, Ltd.(2)
(1) Incorporated by reference in Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 2, 2001.
(2) Incorporated by reference in Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on July 5, 2001.