(Amendment No. 3)
NUCO2 Inc. |
---|
(Name of Issuer) |
Common Stock, $0.001 par value per share |
(Title of Class of Securities) |
629428103 |
(CUSIP Number) |
Jonathan Swiss Vice President and Regional General Counsel, Americas The BOC Group, Inc. 575 Mountan Avenue Murray Hill, New Jersey 07974 Telephone Number: (908) 464-8100 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
February 28, 2005 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on 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 persons 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, as amended (Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
This Amendment No. 3 to Schedule 13D amends that certain Schedule 13D originally filed March 2, 1999 with the Securities and Exchange Commission (the Commission) and amended December 27, 2000 and October 4, 2001 (such Schedule, as so amended, being the Schedule 13D).
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
The persons listed in numbers 1 and 2 below are the persons filing the Schedule 13D:
1. | (a) The BOC Group plc (BOC PLC), a public limited company organized under the laws of England and Wales. |
(b) Chertsey
Road, Windlesham Surrey, GU20 6HJ England |
Information regarding the directors and executive officers of BOC PLC is set forth on Schedule I attached hereto, which Schedule is incorporated herein by reference. |
2. | (a) The BOC Group, Inc. (BOC Delaware), a corporation incorporated under the laws of the State of Delaware, United States of America. |
(b) 575 Mountain Avenue Murray Hill, New Jersey 07974 USA |
Information regarding the directors and executive officers of BOC Delaware is set forth on Schedule II attached hereto, which Schedule is incorporated herein by reference. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 28, 2005, BOC Delaware exercised its rights under that certain Stock Purchase Agreement, dated December 7, 2000, between The BOC Group, Inc. and NUCO2 Inc. (the Issuer), to have an aggregate of 1,409,319 shares of the Issuers common stock beneficially owned by the reporting persons registered under the Issuers shelf registration statement, initially filed by the Issuer with the SEC on January 21, 2005, as amended by the Issuers amended registration statement filed by the Issuer with the SEC on March 1, 2005, and as may be further amended from time to time (the Registration Statement). The reporting persons intend, subject to market conditions, to sell up to the total amount of such shares pursuant to the Registration Statement, either in a registered underwritten public offering or in the market from time to time depending upon market conditions.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of the Schedule 13D is incorporated in this Item 6 by reference.
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.
Dated: February 28, 2005
THE BOC GROUP, INC. |
|||
By /s/ Jonathan Swiss | |||
Name: Jonathan Swiss | |||
Title: Vice President and Regional General Counsel, Americas | |||
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.
Dated: February 28, 2005
THE BOC GROUP PLC |
|||
By /s/ Nick Deeming | |||
Name: Nick Deeming | |||
Title: Group Legal Director and Company Secretary | |||
1. Directors |
|||
Julie Baddeley | |||
John Bevan | |||
Andrew Bonfield | |||
Guy Dawson | |||
Anthony Eric Isaac | |||
Rob Margetts | |||
Rene Medori | |||
Matthew Miau | |||
Sir Christopher O'Donnell | |||
Anne Quinn | |||
Dr. Raj Rajagopal | |||
John L. Walsh | |||
2. Executive Officers | |||
John Bevan | Chief Executive, Process Gas Solutions | ||
Nick Deeming | Group Legal Director and Company Secretary | ||
Stephen Dempsey | Group Director, Corporate Relations | ||
Peter Dew | Group Director, Information Management | ||
Anthony Eric Isaac | Chief Executive | ||
Rob Lourey | Group Human Resources Director | ||
J. Kent Masters | President, Process Gas Solutions, North America | ||
Rene Medori | Group Finance Director | ||
Mark Nichols | Group Director, Business Development | ||
Dr. Raj Rajagopal | Chief Executive, BOC Edwards | ||
John L. Walsh | Chief Executive, Industrial and Special Products |
1. Directors |
|||
Kevin Baudhuin | |||
James Blake | |||
David L. Brooks | |||
Noel Leeson | |||
J. Kent Masters | |||
2. Executive Officers | |||
J. Kent Masters | President and Chief Executive Officer | ||
Kevin Baudhuin | Vice President | ||
Noel Leeson | Vice President | ||
James Blake | Vice President and General Counsel, Secretary | ||
Jonathan Swiss | Vice President and Regional General Counsel | ||
David L. Brooks | Vice President and Chief Financial Officer and Treasurer | ||
James A. Boyce | Assistant Treasurer and Controller - Taxes | ||
Patricia E. Fleming | Assistant Secretary | ||
Marc Holzapfel | Assistant Secretary | ||
Gregory J. Mulligan | Assistant Secretary | ||
David L. Rae | Assistant Secretary | ||
James A. Snyder | Assistant Secretary | ||
Paul E. Stolzer | Assistant Secretary | ||
Jonathan Swiss | Assistant Secretary | ||