-----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, F0Yu+aiIADppaDiqcjfSqO4uEx6LWj6WPBmTh6UDjdamHjnO+8+wa1N7us/Bh1ob m5eVpw71kXTHCUpf/0Dgag== 0000921530-05-000102.txt : 20050214 0000921530-05-000102.hdr.sgml : 20050214 20050214095133 ACCESSION NUMBER: 0000921530-05-000102 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: HELLER FINANCIAL, INC. GROUP MEMBERS: HELLER INTERNATIONAL GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR ESSEX INC CENTRAL INDEX KEY: 0001271193 STANDARD INDUSTRIAL CLASSIFICATION: NONFERROUS FOUNDRIES (CASTINGS) [3360] IRS NUMBER: 200282396 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79696 FILM NUMBER: 05603334 BUSINESS ADDRESS: STREET 1: 150 INTERSTATE NORTH PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENWATER HOLDINGS LTD CENTRAL INDEX KEY: 0001280748 IRS NUMBER: 980409711 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 201 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06856 SC 13G 1 superioressex_13g-021105.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) SUPERIOR ESSEX INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 86815V105 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X ] Rule 13d-1(d) *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 disclosures provided in a prior cover page. The information required on 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 all other provisions of the Act (however, see the Notes). CUSIP No. 86815V105 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Greenwater Holdings, Ltd. 98-0409711 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 5 SOLE VOTING POWER 2,491,318 NUMBER OF 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH 2,491,318 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,491,318 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.65% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT 2 of 12 CUSIP No. 86815V105 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Heller International Group, Inc. 36-3856752 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER Disclaimed (See 9 below) NUMBER OF 6 SHARED VOTING POWER SHARES Disclaimed (See 9 below) BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH Disclaimed (See 9 below) REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by Heller International Group, Inc. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 3 of 12 CUSIP No. 86815V105 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Heller Financial, Inc. 36-1208070 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER Disclaimed (See 9 below) NUMBER OF 6 SHARED VOTING POWER SHARES Disclaimed (See 9 below) BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH Disclaimed (See 9 below) REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by Heller Financial, Inc. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 4 of 12 CUSIP No. 86815V105 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Corporation 13-1500700 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER Disclaimed (See 9 below) NUMBER OF 6 SHARED VOTING POWER SHARES Disclaimed (See 9 below) BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH Disclaimed (See 9 below) REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Capital Corporation 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 5 of 12 CUSIP No. 86815V105 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Services, Inc. 06-1109503 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER Disclaimed (See 9 below) NUMBER OF 6 SHARED VOTING POWER SHARES Disclaimed (See 9 below) BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH Disclaimed (See 9 below) REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Capital Services Inc. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 6 of 12 CUSIP No. 86815V105 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Company 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER Disclaimed (See 9 below) NUMBER OF 6 SHARED VOTING POWER SHARES Disclaimed (See 9 below) BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH Disclaimed (See 9 below) REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Company 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 7 of 12 Item 1(a) Name of Issuer. Superior Essex Inc. Item 1(b) Address of Issuer's Principal Executive Offices. 150 Interstate North Parkway, Atlanta GA, 30339 Item 2(a) Name of Person Filing. This Schedule 13G (the "Schedule 13G") is being filed on behalf of each of the following persons (each, a "Reporting Person"): (i) Greenwater Holdings, Ltd. ("GHL"); (ii) Heller International Group, Inc. ("HIG"); (iii) Heller Financial, Inc. ("HFI"); (iv) General Electric Capital Corporation ("GE Capital"); (v) General Electric Capital Services, Inc. ("GECS"); and (vi) General Electric Company ("GE"). This statement relates to shares held directly by GHL. HIG is the parent company of GHL. HFI is the parent company of HIG. GE Capital is the parent company of HFI. GECS is the parent company of GE Capital. GE is the parent company of GECS. Item 2(b) Address of Principal Business Office, or, if none, Residence. The address of the principal business office of GHL is 201 Merritt 7, Norwalk, CT, 06856. The address of the principal business office of HIG and HFI is 500 W. Monroe Street, Chicago, IL, 60661. The address of the principal business office of GE Capital and GECS is: c/o General Electric Capital Corporation, 201 Merritt 7, Norwalk, CT 06851. The address of GE's principal business office is at 3135 Easton Turnpike, Fairfield, CT 06431. 8 of 12 Item 2(c) Citizenship or Place of Organization. (i) GHL is a Cayman Islands company; (ii) HIG is a Delaware corporation; (iii) HFI is a Delaware corporation; (iv) GE Capital is a Delaware corporation; (v) GECS is a Delaware corporation; and (vi) GE is a New York corporation. Item 2(d) Title of Class of Securities. Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number. 86815V105 Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). 9 of 12 Item 4 Ownership. Ownership as of December 31, 2004 is incorporated by reference to items (5) - (9) and (11) of the cover page of the Reporting Person. Each of HIG, HFI, GE Capital, GECS and GE hereby disclaims beneficial ownership of the Shares. Item 5 Ownership of Five Percent or Less of a Class. Not applicable. Item 6 Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certification. Not applicable 10 of 12 SIGNATURE After reasonable 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. Date: February 10, 2005 GREENWATER HOLDINGS, LTD By: /S/ Barbara A. Lane Name: Barbara A. Lane Title: Director Date: February 10, 2005 HELLER INTERNATIONAL GROUP, INC. By: /S/ Clifford M. Warren Name: Clifford M. Warren Title: Director and President Date: February 10, 2005 HELLER FINANCIAL, INC. By: /S/ Clifford M. Warren Name: Clifford M. Warren Title: Director Date: February 10, 2005 GENERAL ELECTRIC CAPITAL CORPORATION By: /S/ Michael A. Gaudino Name: Michael A. Gaudino Title: Vice President Date: February 10, 2005 GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /S/ Barbara A. Lane Name: Barbara A. Lane Title: Attorney-in-Fact Date: February 10, 2005 GENERAL ELECTRIC COMPANY By: /S/ Barbara A. Lane Name: Barbara A. Lane Title: Attorney-in-Fact 11 of 12 EXHIBIT INDEX A. Joint Filing Agreement, dated February 10, 2005, by and among; (i) Greenwater Holdings, Ltd; (ii) Heller International Group, Inc.; (iii) Heller Financial, Inc.; (iv) General Electric Capital Corporation; (v) General Electric Capital Services, Inc.; and (vi) General Electric Company. B. Power of Attorney, dated as of February 7, 2005, appointing Barbara A. Lane as attorney-in-fact for General Electric Company. C. Power of Attorney, dated as of February 7, 2005, appointing Barbara A. Lane as attorney-in-fact for General Electric Capital Services, Inc. 12 of 12 EX-99 2 jointfilingagreement-021105.txt Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the Common Stock, $.01 par value per share, of Superior Essex Inc., is being filed on behalf of each of the undersigned. The agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Date: February 10, 2005 GREENWATER HOLDINGS LTD By: /S/ Barbara A. Lane Name: Barbara A. Lane Title: Director Date: February 10, 2005 HELLER INTERNATIONAL GROUP, INC. By: /S/ Clifford M. Warren Name: Clifford M. Warren Title: Director and President Date: February 10, 2005 HELLER FINANCIAL, INC. By: /S/ Clifford M. Warren Name: Clifford M. Warren Title: Director Date: February 10, 2005 GENERAL ELECTRIC CAPITAL CORPORATION By: /S/ Michael A. Guadino Name: Michael A. Gaudino Title: Vice President Date: February 10, 2005 GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /S/ Barbara A. Lane Name: Barbara A. Lane Title: Attorney-in-Fact Date: February 10, 2005 GENERAL ELECTRIC COMPANY By: /S/ Barbara A. Lane Name: Barbara A. Lane Title: Attorney-in-Fact EX-99 3 poa_gecompany-021105.txt Exhibit B POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Jack Campo James C. Ungari Barbara J. Gould Preston H. Abbott Ivan Fong Barbara A. Lane Alex Urquhart Leon E. Roday Amy Fisher Alan Lewis Mark Kaplow Ward Bobitz Eileen Brumback Patricia Merrill Barbara Danielle Michael Pastore Carlos Carrasquillo Ronald Herman Anthony DiGiacomo Frank Ertl Kevin Korsh William Carstanjen Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on December 31, 2005. This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on November 14, 2004 that was scheduled to expire on February 6, 2005. IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 7th day of February 2005. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen --------------------------------- Philip D. Ameen Vice President Attest: - ---------------------- Assistant Secretary EX-99 4 poa_gecapitalservices-021105.txt Exhibit C POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Jack Campo James C. Ungari Barbara J. Gould Preston H. Abbott Ivan Fong Barbara A. Lane Alex Urquhart Leon E. Roday Amy Fisher Alan Lewis Mark Kaplow Ward Bobitz Eileen Brumback Patricia Merrill Barbara Danielle Michael Pastore Carlos Carrasquillo Ronald Herman Anthony DiGiacomo Frank Ertl Kevin Korsh Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on December 31, 2005. This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on November 14, 2004 that was scheduled to expire on February 6, 2005. IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 7th day of February 2005. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Brian T. McAnaney ----------------------------------- Brian T. McAnaney, Vice President, General Counsel and Secretary Attest: - ---------------------- Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----