United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934 (Rule 13d-101)
Colette Johnston
Ultimate Holdings, Ltd.
13 Parliament St. Hamilton
HM 12 Bermuda
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.: 37184T106 | 13D/A | |||
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(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 9,514,269
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 9,514,269
PERSON WITH (10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,514,269
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44%
(14) TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 37184T106
13D/A
Page 3 of 4
Item 1. Security and Issuer.
This statement constitutes Amendment No. 5 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, in connection with shares of common stock, $.001 par value per share, of GenesisIntermedia.com, 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:
------------------------------ ------------------------ -----------------------
75,000 12/06/00 $18.0625
50,000 12/12/00 $17.8750
28,000 12/15/00 $17.8275
72,800 12/18/00 $18.0625
45,643 12/19/00 $17.8725
55,000 12/26/00 $17.0417
79,600 01/02/01 $15.533
42,100 01/03/01 $16.989
9,300 01/04/01 $17.1250
55,900 01/05/01 $16.749
100 01/19/01 $19.8750
(-30,000) 01/30/01 $17.00
50,900 02/05/01 $18.724
50,000 02/09/01 $19.259
19,500 02/14/01 $18.956
(-50,000) 02/14/01 $17.1563
32,500 02/15/01 $18.936
(-3,250) 02/15/01 $18.936
30,000 02/20/01 $18.827
(-2,000) 02/27/01 $20.563
(-10,000) 03/02/01 $21.406
(-30,000) 03/06/01 $17.00
(-20,000) 03/07/01 $21.5620
(-20,600) 03/12/01 $23.5266
(-2,100) 03/13/01 $23.3750
70,000 03/15/01 $22.1850
10,000 03/16/01 $22.1850
15,000 03/19/01 $22.1850
12,400 03/20/01 $22.2576
19,200 03/21/01 $21.9838
129,600 03/22/01 $7.1621
21,000 03/23/01 $7.3100
17,185 03/26/01 $7.3180
36,500 03/27/01 $7.5396
36,350 03/28/01 $7.56
26,000 03/29/01 $7.56
Total: 1,089,578
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 disgorged to Issuer “short-swing” profits in the amount of $836,000. This “short-swing” profit figure is larger than the figure set forth in Amendment No. 2 to the Schedule 13D due to subsequent purchases reflected in Amendment No. 3 and Amendment No. 4 to the Schedule 13D and this Amendment No.5. The price per share of the purchases reflected above, when matched against previous sale prices pursuant to Section 16(b), resulted in the larger “short-swing” profits figure.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.
None.
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: April 16, 2001
| ULTIMATE HOLDINGS, LTD. | |||
| By: Colette Johnston | |||
| Manager | |||