-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IgFbdQWQ4FxqpVi+gwhhoJoHrZF+TtU2xz05qCzExzlnwjLtKBfXaSpqI5SSReIE Y5C6Ca/WQMi1MoUaTVOFjw== 0001045447-01-500046.txt : 20010703 0001045447-01-500046.hdr.sgml : 20010703 ACCESSION NUMBER: 0001045447-01-500046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010629 ITEM INFORMATION: FILED AS OF DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESISINTERMEDIA INC CENTRAL INDEX KEY: 0001071522 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 954710370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-15029 FILM NUMBER: 1673132 BUSINESS ADDRESS: STREET 1: 5805 SEPULVEDA BLVD STREET 2: 4TH FLOOR CITY: VAN NUYS STATE: CA ZIP: 91411 BUSINESS PHONE: 8189024300 MAIL ADDRESS: STREET 1: 5805 SEPULVEDA BLVD STREET 2: 4TH FLOOR CITY: VAN NUYS STATE: CA ZIP: 91411 FORMER COMPANY: FORMER CONFORMED NAME: GENESISINTERMEDIA COM INC DATE OF NAME CHANGE: 19981204 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS MEDIA GROUP INC /DE/ DATE OF NAME CHANGE: 19981002 8-K 1 currentreport8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 29, 2001 GenesisIntermedia, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-15029 87-0591719 - ------------------------------------------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
5805 Sepulveda Boulevard, Van Nuys, California 91411 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (818) 902-4100 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 9. Regulation FD Disclosure. 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, Mr. El-Batrawi and Ultimate Holdings, Ltd., a principal stockholder in the Company, agreed to grant options to the Company to purchase common stock held by them, with the exercise prices of the options equaling the exercise prices of the warrants to minimize dilution to existing shareholders in the event the warrants are exercised. Attached as Exhibit 99.1 is the press release issued by the Company dated June 29, 2001, which is hereby incorporated by reference herein. Item 7. Financial Statements and Exhibits. (c) Exhibits. See Index to Exhibits on page 4. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENESISINTERMEDIA, INC. Dated: June 29, 2001 By: /s/ Ramy Y. El-Batrawi __________________________________ Ramy Y. El-Batrawi Chief Executive Officer and Chairman 3 INDEX TO EXHIBITS Exhibit No. Description 99.1 Press release dated June 29, 2001 4 EX-99.1PRESSRELEASE 2 pressrelease.txt 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 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. -----END PRIVACY-ENHANCED MESSAGE-----