FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company
Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Icahn Carl C.
(Last) (First) (Middle)
c/o Icahn Associates Corp.
767 Fifth Avenue, Suite 4700
(Street)
New York New York 10153
(City) (State)
2. Date of Event Requiring Statement
(Month/Day/Year
7/02/01
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
GenesisIntermedia, Inc. (GENI)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
______ Director x 10% Owner
__________
______ Officer ________ Other (specify below)
(give title below)
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6. If Amendment, Date of Original (Month/Day/Year)
N/A
7. Individual or Joint/Group Filing (check applicable line)
___ Form filed by One Reporting Person
x Form filed by More than One Reporting Person
____
Table I- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
N/A
2. Amount of Securities Beneficially Owned (Instr. 4)
3. Ownership form: Direct (D) or Indirect (I) (Instr. 5)
4. Nature of Indirect Beneficial Ownership (Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially
owned directed or indirectly.
*If the form is filed by more than one reporting person, see Instruction
5(b)(v).
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion 5. Ownership 11. Nature of
Derivative and Expiration of Underlying or Exercise Form of Indirect
Security Date Derivative Price of Derivative Beneficial
(Instr. 4) (Month/Day/Year) Security (Instr. 4) Derivative Security: Ownership
Security Direct (D) (Instr. 5)
or Indirect (I)
(Instr. 5)
Date Expiration Title Amount
Exercisable Date or
Number
of Shares
Warrants July 2, 2001 July 1, 2005 Common 2,000,000 $ 9.00 I See
Stock Explanation
$.001 par Below
("Shares")
Warrants July 2, 2001 July 1, 2005 Shares 1,000,000 $4.00 I See
Explanation
Below
Warrants July 2, 2001 July 1, 2005 Shares 1,000,000 $2.00 I See
Explanation
Below
Options to
Purchase July 2, 2001 July 1, 2005 Shares 1,000,000 $2.00 I See
Explanation
Below
Option to
Purchase July 2, 2001 July 1, 2005 Shares 500,000 $4.00 I See
Explanation
Below
Explanation of Responses:
Riverdale, LLC (Riverdale) directly beneficially owns the securities shown in
Table II. Mr. Icahn may, by virtue of his ownership of 100% interest in
Riverdale, be deemed to beneficially own the securities as to which Riverdale
possesses direct beneficial ownership. Mr. Icahn disclaims beneficial ownership
of such securities for all other purposes.
/s/ Carl C. Icahn July 10, 2001
**Signature of Reporting Person Date
Carl C. Icahn
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
[Form 3 re GenesisIntermedia, Inc.]
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JOINT FILER INFORMATION
Name: Riverdale, LLC
Address: 100 South Bedford Road
Mt. Kisco, New York 10549
Designated
Filer: Carl C. Icahn
Issuer: GenesisIntermedia, Inc.
Date of
Event: June 2, 2001
Signature: By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Manager
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