-----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, FkKxBe85U6rmrBLzCvhiPvpoNogJ3lMhc9d9puGYRnohGoyfAKoQ6kNHqjztGlns b8v1XWXXuPPEA5KNRxTy8g== 0000909518-96-000216.txt : 19960712 0000909518-96-000216.hdr.sgml : 19960712 ACCESSION NUMBER: 0000909518-96-000216 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960711 SROS: NYSE GROUP MEMBERS: GAC ACQUISITION I CORP. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIDATA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000876346 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 061302103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42131 FILM NUMBER: 96593648 BUSINESS ADDRESS: STREET 1: 700 CANAL ST CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033571464 FORMER COMPANY: FORMER CONFORMED NAME: SAGE TECHNOLOGIES INC DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: SAGE ALERTING SYSTEMS INC DATE OF NAME CHANGE: 19930328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIDATA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000876346 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 061302103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42131 FILM NUMBER: 96593649 BUSINESS ADDRESS: STREET 1: 700 CANAL ST CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033571464 FORMER COMPANY: FORMER CONFORMED NAME: SAGE TECHNOLOGIES INC DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: SAGE ALERTING SYSTEMS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 14D1/A 1 SCHEDULE 14D-1/SCHEDULE 13D ===================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) AMERIDATA TECHNOLOGIES, INC. (Name of subject company) GAC ACQUISITION I CORP. GENERAL ELECTRIC CAPITAL CORPORATION (Bidders) COMMON STOCK, $.01 PAR VALUE (Title of class of securities) 03069V 10 3 (CUSIP number of class of securities) NANCY E. BARTON, ESQ. GENERAL ELECTRIC CAPITAL CORPORATION 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of bidders) COPIES TO: WILLIAM M. GUTOWITZ, ESQ. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 --------------------------- SCHEDULE 14D-1 CUSIP No. 03069V 10 3 1 NAME OF REPORTING PERSONS GAC Acquisition I Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 58-2244201 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,819,771* 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] N/A 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8%* 10 TYPE OF REPORTING PERSON CO ____________ * On May 20, 1996, General Electric Capital Corporation, a New York corporation ("Parent"), and GAC Acquisition I Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Purchaser"), entered into a Stockholders Agreement (the "Stockholders Agreement") with certain stockholders (collectively, the "Selling Stockholders") of AmeriData Technologies, Inc. (the "Company"), pursuant to which the Selling Stockholders have agreed to validly tender (and not to withdraw) pursuant to and in accordance with the terms of the Offer all of the shares of common stock of the Company (the "Shares") beneficially owned by them. The Selling Stockholders beneficially own approximately 1,819,771 Shares, representing approximately 8% in the aggregate of the outstanding Shares (assuming the exercise of all of such Selling Stockholders' options subject to the Stockholders Agreement). The Stockholders Agreement is described more fully in Section 12 of the Offer to Purchase, dated May 24, 1996. SCHEDULE 14D-1 CUSIP No. 03069V 10 3 1 NAME OF REPORTING PERSONS General Electric Capital Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 13-1500700 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,819,771* 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] N/A 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8%* 10 TYPE OF REPORTING PERSON CO ____________ * The footnote on page 2 is incorporated by reference herein. GAC Acquisition I Corp., a Delaware corporation ("Purchaser"), hereby amends its Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and Exchange Commission on May 24, 1996, as amended by Amendments No. 1, 2 and 3 with respect to its offer to purchase all outstanding shares of common stock, par value $.01 per share, of AmeriData Technologies, Inc., as set forth in this Amendment No. 4. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Offer to Purchase and the Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Press Release dated July 11, 1996. SIGNATURES After due 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: July 11, 1996 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Victor Guaglianone ----------------------------- Name: Victor Guaglianone Title: Vice President GAC ACQUISITION I CORP. By: /s/ Michael S. Ford ----------------------------- Name: Michael S. Ford Title: President EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NO. EXHIBIT PAGE ---------- ------------ ---------------- (a)(9) Press Release dated July 11, 1996 . . . . . . EX-99.(A)(9) 2 PRESS RELEASE EXHIBIT (a)(9) PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- MEXICAN AND AUSTRIAN REGULATORY CONDITIONS SATISFIED FOR GE CAPITAL'S PROPOSED ACQUISITION OF AMERIDATA TECHNOLOGIES Stamford, CT, July 11, 1996 -- GE Capital Services announced today the Mexican Federal Competition Commission has stated it will not object to GE Capital's proposed acquisition of AmeriData Technologies, Inc. GE Capital also announced the period for objection to its pre-merger notification, filed under the Austrian Cartel Act, expired today, and that no objections were filed. No further regulatory approvals are required in connection with the consummation of the tender offer. GE Capital's cash tender offer for all outstanding shares of AmeriData common stock, at $16 net per share, is scheduled to expire at 5:00 p.m. on Friday, July 12, 1996, unless extended. Satisfaction of the requirements with respect to the Federal Law on Economic Competition of Mexico and the Austrian Cartel Act was a condition to GE Capital's tender offer. GE Capital's tender offer remains subject to other conditions including, among other things, a number of AmeriData common shares, representing a majority of all outstanding AmeriData common shares on a fully diluted basis, being validly tendered and not withdrawn prior to the expiration of the tender offer. GE Capital Services, which has assets of over US$185 billion, is a diverse financial services company with 26 specialized businesses. A wholly owned subsidiary of General Electric Company, GE Capital Services, also based in Stamford, provides equipment management, mid-market and specialized financing, specialty insurance and a variety of consumer services, such as car leasing, home mortgages and credit cards, to businesses and individuals around the world. GE is a diversified manufacturing, technology and services company with operations worldwide. # # # NYFS08...:\60\47660\1181\2252\SCH7116R.150 -----END PRIVACY-ENHANCED MESSAGE-----