-----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, Re3MkEw6r22cKb2O+/CtbKLIFf3XasoikJBSQRxQLEOUt1iZNBKI5vL4gTSJ3leT jR7Z+smkfWU8bQBEkK9IbA== 0000909518-00-000267.txt : 20000424 0000909518-00-000267.hdr.sgml : 20000424 ACCESSION NUMBER: 0000909518-00-000267 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000421 GROUP MEMBERS: GECFS INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEFF CORP CENTRAL INDEX KEY: 0001057725 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 650626400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55571 FILM NUMBER: 606833 BUSINESS ADDRESS: STREET 1: 3750 NW 87TH AVE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3055133350 MAIL ADDRESS: STREET 1: 3750 NW 87TH AVE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 13D 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NEFF CORP. (Name of Issuer) CLASS A COMMON STOCK, $.01 PAR VALUE 006400941 (Title of class of securities) (CUSIP number) 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) APRIL 11, 2000 (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 section 240.13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 Pages) ================================================================================ 47660.1854
- -------------------------------------------------------------------------------- ------------------------------------ CUSIP No. 006400941 13D Page 2 of 13 - -------------------------------------------------------------------------------- ------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON: GECFS, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS: WC - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEVADA - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER: 5,100,000 (SEE ITEM 5) SHARES ------------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: 5,100,000 (SEE ITEM 5) REPORTING ------------------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,100,000 (SEE ITEM 5) - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.1% (SEE ITEM 5) - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------- ------------------------------------ CUSIP No. 006400941 13D Page 3 of 13 - -------------------------------------------------------------------------------- ------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION I.R.S. IDENTIFICATION NOS. 13-1500700 OF ABOVE PERSONS: - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS: WC - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER: 5,100,000 (SEE ITEM 5) SHARES ------------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: 5,100,000 (SEE ITEM 5) REPORTING ------------------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,100,000 (SEE ITEM 5) - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.1% (SEE ITEM 5) - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------- ------------------------------------ CUSIP No. 006400941 13D Page 4 of 13 - -------------------------------------------------------------------------------- ------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC. S.S. OR I.R.S. IDENTIFICATION NO. 06-1109503 OF ABOVE PERSON: - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS: NOT APPLICABLE - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES ------------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING ------------------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC CAPITAL SERVICES, INC. - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE (SEE 11 ABOVE) - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------------------------------------------------------------ - -------------------------------------------------------------------------------- ------------------------------------ CUSIP No. 006400941 13D Page 5 of 13 - -------------------------------------------------------------------------------- ------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC COMPANY S.S. OR I.R.S. IDENTIFICATION NO. 14-0689340 OF ABOVE PERSON: - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS: NOT APPLICABLE - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES ------------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING ------------------------------------------------------------------------------------------------------------ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE (SEE 11 ABOVE) - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER. This statement relates to the Class A Common Stock, par value $.01 per share ("Common Stock"), of Neff Corp., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 3750 N.W. 87th Avenue, Miami, Florida 33178. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by General Electric Capital Corporation, a New York corporation ("GE Capital"), for and on behalf of itself, GECFS, Inc. ("GECFS"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"). GECS is a wholly-owned subsidiary of GE, GE Capital is a subsidiary of GECS and GECFS is a wholly owned subsidiary of GE Capital. GE Capital, together with its affiliates, operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries and maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GECFS is a Nevada corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927 and operates primarily in the financing industry. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. ITEMS 2(A), (B) AND (C) For information with respect to the identity and background of each executive officer and director of GECFS, GE Capital, GECS and GE see Schedules I, II, III and IV attached hereto, respectively. This statement is being filed while GECFS, GE Capital, GECS and GE are in the process of verifying information required herein from their respective executive officers and directors. If GECFS, GE Capital, GECS or GE obtains information which would cause a change in the information contained herein, an amendment to this statement will be filed that will set forth such change in information. ITEMS 2(D) AND (E) During the last five years none of GECFS, GE Capital, GECS, GE nor, to the best of their knowledge, any of their directors or executive officers has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 2(F) To the knowledge of GECFS, GE Capital, GECS and GE, all persons identified on Schedules I through IV are U.S. citizens, except that (i) Paolo Fresco, a director of GE, is an Italian citizen, (ii) Claudio X. Gonzalez, a director of GE, is a Mexican citizen, (iii) Andrea Jung, a director of GE, is a Canadian citizen, (iv) G.S. Malm, an executive officer of GE, is a Swedish citizen and (v) Nigel Andrews, an executive officer of GECS and GE Capital and a director of GECS and GE Capital, is a UK citizen. 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 22, 1995, the Company and GE Capital entered into a purchase agreement (the "Purchase Agreement") providing for the purchase on that date by GE Capital, for an aggregate purchase price of $12 million, of 300,000 shares of the Company's Series A Preferred Stock (the "Series A Preferred Stock") and a warrant to acquire up to twenty percent (20%) of the outstanding Common Stock. On December 30, 1996, GE Capital exercised the warrant and acquired 26,667 shares of Common Stock at an exercise price of $0.01 per share. Pursuant to an Exchange Agreement and following the exercise of the warrant, GE Capital converted its shares of Common Stock into 800,000 shares of Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"). On December 30, 1996, GECFS purchased 800,000 shares of the Company's Series C Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), for an aggregate purchase price of $32 million. Thereafter, GE Capital transferred the Series B Preferred Stock owned by it to GECFS. On March 25, 1998 GECFS exchanged all 800,000 shares of Series B Preferred Stock and all 800,000 shares of Series C Preferred Stock for 6,000,000 shares of Class B Common Stock of the Company. Each share of the Class B Common Stock of the Company is convertible, at the option of the holder, into one share of the Common Stock of Neff Corp. On March 25, 1998 and May 20, 1998, GECFS sold an aggregate amount of 900,000 shares of its Class B Common Stock to Santos Fund I, L.P. In May, 1998, the Company redeemed all of the Series A Preferred Stock owned by GE Capital. ITEM 4. PURPOSE OF TRANSACTION. As described in a letter, dated April 14, 2000, from Kevin Fitzgerald and GE Capital, each on behalf of Neff Investors, Inc. ("Neff Investors"), to the Company (the "Proposal Letter") attached hereto as Exhibit 1, Neff Investors made a proposal with respect to a transaction in which Neff Investors would acquire the Company in a merger (the "Company Merger"). Pursuant to the proposed terms of the Company Merger, (i) each publicly held share of Common Stock (exclusive of shares held by Jorge Mas, Juan Carlos Mas and Jose Mas (the "Mas Group")) would be acquired for a cash price of $9.00 per share (the "Cash Price"); (ii) 30% of the shares of Common Stock collectively held by the Mas Group would be acquired for the Cash Price per share and (iii) the balance of the Common Stock held by the Mas Group would be converted to a new class of common stock of the Company on the terms described in the Proposal Letter. The transactions described in the Proposal Letter are referred to herein as the "Proposed Transaction." In connection with the Proposed Transaction, the Company Common Stock would be delisted from the New York Stock Exchange and would be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Proposal Letter provided that the Proposed Transaction would be subject to certain conditions, including, among others, (i) completion of the financing arrangements necessary to consummate the Proposed Transaction, (ii) approval by the Company's Board of Directors and (iii) the negotiation and execution of definitive agreements providing for the Proposed Transaction and the satisfaction of the conditions set forth therein, including a mutually satisfactory definitive merger agreement which would contain customary terms and conditions for a transaction of the type proposed. Attached to the Proposal Letter is a letter between GE Capital and Jorge Mas relating to the Mas Group's participation in the Proposed Transaction. The proposal contained in the Proposal Letter expired by its terms on April 19, 2000. In a letter dated April 19, 2000, from Cadwalader, Wickersham & Taft, counsel to the Special Committee of the Board of Directors of the Company (the "Neff Special Committee"), to Kevin Fitzgerald and GE Capital (the "Special Committee Letter") attached hereto as Exhibit 2, Kevin Fitzgerald and GE Capital were notified that the Special Committee has instructed its legal and financial advisors to work with them towards the prompt completion of the Proposed Transaction. On April 20, 2000, Kevin Fitzgerald and GE Capital notified counsel to the Special Committee by letter dated such date (the "Subsequent Letter") attached hereto as Exhibit 3, that despite the expiration of the proposal set forth in the Proposal Letter, GE Capital and Kevin Fitzgerald are prepared to work with the Neff Special Committee's legal and financial advisors towards the completion of the transaction on terms and 7 conditions mutually satisfactory to the parties. The Subsequent Letter stated that these conditions will include, among others, (i) the receipt of necessary financing, (ii) the negotiation and execution of mutually acceptable acquisition documentation and (iii) the approvals of the Boards of Directors of the Company and General Electric Capital Corporation. GE Capital and GECFS expect to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects, market price of the Common Stock, conditions in securities markets generally, general economic and industry conditions and other factors. Accordingly, GE Capital and GECFS reserve the right to change their plans and intentions at any time, as they deem appropriate, and may or may not submit a new or revised proposal with respect to the Company and may terminate, modify or withdraw the proposal contained in the Subsequent Letter. In particular, GE Capital and GECFS may at any time and from time to time acquire shares of Common Stock or securities convertible or exchangeable for Common Stock or dispose of shares of Common Stock or Class B Common Stock, or exchange Class B Common Stock which they have acquired for Common Stock. Any such transactions may be effected at any time and from time to time subject to any applicable limitations of the Securities Act of 1933, as amended, and the Exchange Act. The descriptions of the Proposal Letter, the Special Committee Letter and the Subsequent Letter contained in this Schedule 13D are qualified in their entirety by reference to the Proposal Letter (attached hereto as Exhibit 1), the Special Committee Letter (attached hereto as Exhibit 2) and the Subsequent Letter (attached hereto as Exhibit 3), respectively. Except as set forth above, none of GECFS, GE Capital, GECS, or GE has any plans or proposals which relate to or would result in the types of transactions set forth in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D (although they reserve the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) GECFS, Inc. is wholly-owned by General Electric Capital Corporation through other subsidiaries of General Electric Capital Corporation. GECFS, Inc. is the direct beneficial owner of 5,100,000 shares of the Class B Common Stock of Neff Corp. Through its ownership of GECFS, Inc., General Electric Capital Corporation, GECS and GE may be deemed the beneficial owner of such shares. For the purposes of calculating the percentage of Common Stock of Neff Corp. beneficially owned by GECFS, Inc., General Electric Capital Corporation, GECS and GE, it was assumed that the Class B Common Stock of Neff Corp. held by GECFS, Inc. had been converted into Common Stock. The aggregate percentage of Common Stock beneficially owned by GECFS, GE Capital, GECS and GE is approximately 24.1%. GECFS, GE Capital, GECS and GE have been advised that Jorge Mas beneficially owns 5,602,744 shares of Common Stock which includes shares beneficially owned through Santos Fund I, L.P. and Jorge Mas Holding I Limited Partnership. These holdings constitute approximately 34.9 % of the Common Stock. GECFS, GE Capital, GECS and GE have been advised that Juan Carlos Mas beneficially owns 2,381,303 shares of Common Stock which includes shares beneficially owned by Juan Carlos Mas Holding I Limited Partnership. These holdings constitute approximately 11.3 % of the Common Stock. GECFS, GE Capital, GECS and GE have been advised that Jose Mas beneficially owns 2,381,303 shares of Common Stock which includes shares beneficially owned by Jose Ramon Mas Holding I Limited Partnership. These holdings constitute approximately 11.3 % of the Common Stock. GECFS, GE Capital, GECS and GE have been advised that Kevin Fitzgerald beneficially owns 1,336,610 shares of Common Stock which includes shares beneficially owned by Santos Fund I, L.P. and shares of Common Stock issuable upon the exercise of outstanding options to purchase Common Stock. These holdings constitute approximately 8.3 % of the Common Stock. As a result of the matters described in Item 4 above, GECFS, GE Capital, GECS and GE together with Kevin Fitzgerald, Jorge Mas, Juan Carlos Mas and Jose Mas may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act and GECFS, GE Capital, GECS and GE may be deemed to have acquired beneficial ownership of the shares of Common Stock owned or deemed to be beneficially owned by Kevin Fitzgerald, Jorge Mas, 8 Juan Carlos Mas and Jose Mas. GECS and GE disclaim beneficial ownership of any such shares of Common Stock. The aggregate number of shares of Common Stock beneficially owned by GECFS, GE Capital, Kevin Fitzgerald and the Mas Group is 15,901,960, representing 75.1% of the Common Stock. Except as disclosed herein, none of GECFS, GE Capital, GECS, GE, nor, to the best of their knowledge, any of their executive officers and directors, beneficially owns any Common Stock of the Company or presently has a right to acquire any Common Stock of the Company. (c) Except as set forth above, neither GE Capital, GECS, GE, nor, to the best of their knowledge, any of their executive officers or directors, has effected any transaction in any Common Stock of the Company during the past 60 days. (d) No person except for GECFS is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock covered by this statement. (e) Not applicable. Neither the filing of this Schedule 13D nor anything contained herein is intended as, or should be construed as, an admission that GECS or GE is the "beneficial owner" of any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 4 of this Schedule 13D, the Proposal Letter (attached hereto as Exhibit 1), which expired on April 19, 2000, contained a proposal by Kevin Fitzgerald and GE Capital, each on behalf of Neff Investors, to the board of directors of the Company with respect to the Proposed Transaction. Pursuant to the Subsequent Letter (attached as Exhibit 3) and in response to the Special Committee Letter (attached as Exhibit 2), GE Capital and Kevin Fitzgerald indicated that despite the expiration of the proposal set forth in the Proposal Letter, they are prepared to work with the Special Committee's legal and financial advisors towards the completion of the transaction on terms and conditions mutually satisfactory to the parties. The descriptions of the Proposal Letter, the Special Committee Letter and the Subsequent Letter contained in this Schedule 13D are qualified in their entirety by reference to the Proposal Letter (attached hereto as Exhibit 1), the Special Committee Letter (attached hereto as Exhibit 2) and the Subsequent Letter (attached hereto as Exhibit 3), respectively. Except as set forth in this Schedule 13D, and except for the Joint Filing Agreement dated April 19, 2000 among GECFS, GE Capital, GECS and GE, attached as Exhibit 4 to this Schedule 13D, none of GECFS, GE Capital, GECS or GE have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Proposal Letter, dated April 14, 2000. Exhibit 2 Special Committee Letter, dated April 19, 2000 Exhibit 3 Subsequent Letter, dated April 20, 2000 Exhibit 4 Joint Filing Agreement dated April 21, 1999 among GECFS, GE Capital, GECS and GE. 9 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. GECFS, INC. By: /s/ Peter Ringger --------------------------------- Name: Peter Ringger Title: Director Dated: April 21, 2000 10 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. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Nancy E. Barton --------------------------------- Name: Nancy E. Barton Title: Senior Vice President, General Counsel and Secretary Dated: April 21, 2000 11 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. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Nancy E. Barton --------------------------------- Name: Nancy E. Barton Title: Senior Vice President, General Counsel and Secretary Dated: April 21, 2000 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. GENERAL ELECTRIC COMPANY By: /s/ Nancy E. Barton --------------------------------- Name: Nancy E. Barton Title: Attorney-In-Fact Dated: April 21, 2000 13 SCHEDULE I TO SCHEDULE 13D Filed by General Electric Capital Corporation GECFS, INC. DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- Peter Ringger GECFS, Inc. Global Business Development Manager, GE 4246 So. Riverboat Road Capital Financial Inc. Salt Lake City, UT 84123 Brent P. Wallace GECFS, Inc. Chief Financial Officer, GE Capital Financial 4246 So. Riverboat Road Inc. Salt Lake City, UT 84123 Jeffery R. Dye GECFS, Inc. President, GE Capital Financial Inc. 4246 So. Riverboat Road Salt Lake City, UT 84123 Officers Jeffery R. Dye GECFS, Inc. President, GE Capital Financial Inc. 4246 So. Riverboat Road Salt Lake City, UT 84123 Brent P. Wallace GECFS, Inc. Secretary, GE Capital Financial Inc. 4246 So. Riverboat Road Salt Lake City, UT 84123
SCHEDULE II TO SCHEDULE 13D Filed by General Electric Capital Corporation GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President, General Electric 260 Long Ridge Road Capital Corporation Stamford, CT 06927 Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and 260 Long Ridge Road Secretary, General Electric Capital Corporation Stamford, CT 06927 James R. Bunt General Electric Company Vice President and Treasurer, General Electric 3135 Easton Turnpike Company Fairfield, CT 06431 D.L. Calhoun General Electric Company Senior Vice President, GE Lighting Nela Park Cleveland, OH 44122 Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer, General 3135 Easton Turnpike Electric Company; Chairman and Chief Executive Fairfield, CT 06431 Officer, General Electric Capital Services, Inc. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel and 3135 Easton Turnpike Secretary, General Electric Company Fairfield, CT 06431 Jeffrey R. Immelt General Electric Medical Systems President and Chief Executive Officer, General 3000 N. Grandview Boulevard Electric Medical Systems Waukesha, WI 53188 W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive Officer, GE One Neumann Way Aircraft Engines Cincinnati, OH 45215-6301 John H. Myers GE Investment Corporation Chairman and President, GE Investment 3003 Summer Street Corporation Stamford, CT 06904 Robert L. Nardelli General Electric Company President and Chief Executive Officer, GE One River Road Power Systems Schenectady, NY 12345 Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer, General 260 Long Ridge Road Electric Capital Corporation Stamford, CT 06927 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Michael A. Neal General Electric Capital Corporation Executive Vice President, General Electric 260 Long Ridge Road Capital Corporation Stamford, CT 06927 James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial 260 Long Ridge Road Officer, General Electric Capital Corporation Stamford, CT 06927 G.M. Reiner General Electric Company Senior Vice President - Chief Information 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 John M. Samuels General Electric Company Vice President and Senior Counsel, Corporate 3135 Easton Turnpike Taxes, General Electric Company Fairfield, CT 06431 Keith S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Officer, General Fairfield, CT 06431 Electric Company Edward D. Stewart General Electric Capital Corporation Executive Vice President, General Electric 1600 Summer Street Capital Corporation Stamford, CT 06904 John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer, General 3135 Easton Turnpike Electric Company Fairfield, CT 06431 William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Executive Officers - ------------------ Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Michael A. Neal General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Edward D. Stewart General Electric Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06905 William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial 260 Long Ridge Road Officer Stamford, CT 06927 2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and 260 Long Ridge Road Secretary Stamford, CT 06927 James A. Colica General Electric Capital Corporation Senior Vice President, Global Risk Management 260 Long Ridge Road Stamford, CT 06927 Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Michael D. Fraizer General Electric Capital Corporation Senior Vice President, Insurance/Investment 6604 West Broad Street Products Taylor Building Richmond, VA 23230 Robert L. Lewis General Electric Capital Corporation Senior Vice President, Structured Finance Group 120 Long Ridge Road Stamford, CT 06927 Marc J. Saperstein General Electric Capital Corporation Senior Vice President, Human Resources 260 Long Ridge Road Stamford, CT 06927 Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, Corporate Treasury and 201 High Ridge Road Global Funding Operation Stamford, CT 06927
3 SCHEDULE III TO SCHEDULE 13D Filed by General Electric Capital Services, Inc. GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President, General Electric 260 Long Ridge Road Capital Corporation Stamford, CT 06927 Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and 260 Long Ridge Road Secretary Stamford, CT 06927 James R. Bunt General Electric Company Vice President and Treasurer, General 3135 Easton Turnpike Electric Company Fairfield, CT 06431 D.L. Calhoun General Electric Company Senior Vice President, Nela Park GE Lighting Cleveland, OH 44122 Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer, General 3135 Easton Turnpike Electric Company; Chairman and Chief Fairfield, CT 06431 Executive Officer, General Electric Capital Services, Inc. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel and 3135 Easton Turnpike Secretary, General Electric Company Fairfield, CT 06431 Jeffrey R. Immelt GE Medical Systems President and Chief Executive Officer, GE 3000 N. Grandview Blvd. Medical Systems Waukesha, WI 53188 W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive Officer, GE One Neumann Way Aircraft Engines Cincinnati, OH 45215-6301 John H. Myers GE Investment Corporation Chairman and President, GE Investment 3003 Summer Street Corporation Stamford, CT 06905 Robert L. Nardelli General Electric Company President and Chief Executive Officer, GE One River Road Power Systems Schenectady, NY 12345 Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer, 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Michael A. Neal General Electric Capital Corporation Executive Vice President, General Electric 260 Long Ridge Road Capital Corporation Stamford, CT 06927 James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial 260 Long Ridge Road Officer, General Electric Capital Corporation Stamford, CT 06927 G.M. Reiner General Electric Company Senior Vice President - Chief Information 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 John M. Samuels General Electric Company Vice President and Senior Counsel, Corporate 3135 Easton Turnpike Taxes, General Electric Company Fairfield, CT 06431 Keith S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Officer, General Fairfield, CT 06431 Electric Company Edward D. Stewart General Electric Capital Corporation Executive Vice President, General Electric 1600 Summer Street Capital Corporation Stamford, CT 06905 John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Executive Officers - ------------------ Dennis D. Dammerman General Electric Capital Services, Inc. Vice Chairman and Executive Officer, General 3135 Easton Turnpike Electric Company; Chairman and Chief Fairfield, CT 06431 Executive Officer, General Electric Capital Services, Inc. Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President 260 Long Ridge Road See Schedule II. Stamford, CT 06927 D.L. Calhoun General Electric Corporation Senior Vice President, GE Lighting Nela Park Cleveland, OH 44122 Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer 260 Long Ridge Road See Schedule II. Stamford, CT 06927 Michael A. Neal General Electric Capital Corporation Executive Vice President 260 Long Ridge Road See Schedule II. Stamford, CT 06927 Edward D. Stewart General Electric Capital Corporation Executive Vice President 1600 Summer Street See Schedule II. Stamford, CT 06905 2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial 260 Long Ridge Road Officer Stamford, CT 06927 See Schedule II. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and 260 Long Ridge Road Secretary Stamford, CT 06927 See Schedule II. James A. Colica General Electric Capital Corporation Senior Vice President, Global Risk Management 260 Long Ridge Road See Schedule II. Stamford, CT 06927 Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road See Schedule II. Stamford, CT 06927 Marc J. Saperstein General Electric Capital Corporation Senior Vice President, Human Resources 260 Long Ridge Road See Schedule II. Stamford, CT 06927 Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, Corporate Treasury 201 High Ridge Road and Global Funding Operation Stamford, CT 06927 See Schedule II.
3 SCHEDULE IV TO SCHEDULE 13D Filed by General Electric Company GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- D.W. Calloway Pepsico, Inc. Retired Director and Chairman of the Board, 700 Anderson Hill Road Pepsico, Inc. Purchase, NY 10577 J.I. Cash, Jr. Harvard Business School Professor of Business Administration-Graduate Baker Library 187 School of Business Administration, Harvard Soldiers Field University Boston, MA 02163 S.S. Cathcart 222 Wisconsin Avenue Director and Retired Chairman, Illinois Suite 103 Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Senior Vice President-Finance, General Electric 3135 Easton Turnpike Company Fairfield, CT 06431 P. Fresco Turin, Italy Chairman of the Board, Fiat SpA C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief Executive S.A. de C.V. Officer, Jose Luis Lagrange Kimberly-Clark de Mexico, 103, Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico G.G. Michelson Federated Department Stores Former Member of the Board of Directors, 151 West 34th Street Federated Department Stores New York, NY 10001 E.F. Murphy General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- J.D. Opie General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 R.S. Penske Penske Corporation Chairman of the Board and President, Penske 13400 Outer Drive, West Corporation Detroit, MI 48239-4001 B.S. Prelskel Suite 3125 Former Senior Vice President, Motion Picture 60 East 42nd Street Association of America New York, NY 10165 F.H.T. Rhodes Cornell University President Emeritus, 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Corporation Retired Chairman of the Board, CEO and former 1 Champion Plaza Director, Champion International Corporation Stamford, CT 06921 D.A. Warner III J.P. Morgan & Co., Inc. and Guaranty Trust Co. Chairman of the Board, President, and Chief 60 Wall Street Executive Officer, J.P. Morgan & Co. New York, NY 10260 Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 Executive Officers - ------------------ J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D.L. Calhoun General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44122 W.J. Conaty General Electric Company Senior Vice President - Human Resources 3135 Easton Turnpike Fairfield, CT 06431 D.M. Cote General Electric Company Senior Vice President - GE Appliances 3135 Easton Turnpike Fairfield, CT 06431 2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- D.D. Dammerman General Electric Company Senior Vice President - Finance 3135 Easton Turnpike Fairfield, CT 06431 L.S. Edelheit General Electric Company Senior Vice President - Corporate Research and P.O. Box 8 Development Schenectady, NY 12301 B.W. Heineman, Jr. General Electric Company Senior Vice President - General Counsel and 3135 Easton Turnpike Secretary Fairfield, CT 06431 J.R. Immelt General Electric Company Senior Vice President - GE Medical Systems P.O. Box 414 Milwaukee, WI 53201 W.J. Lansing General Electric Company Vice President - Corporate Business Development 3135 Easton Turnpike Fairfield, CT 06431 W.J. McNerney, Jr. General Electric Company Senior Vice President - GE Aircraft Engines 1 Neumann Way Cincinnati, OH 05215 E.F. Murphy General Electric Company Vice Chairman of the Board and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 R.L. Nardelli General Electric Company Senior Vice President - GE Power Systems 1 River Road Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - Corporate Financial Planning 3135 Easton Turnpike and Analysis Fairfield, CT 06431 J.D. Opie General Electric Company Vice Chairman of the Board and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 G.M. Reiner General Electric Company Senior Vice President - Chief Information 3135 Easton Turnpike Officer Fairfield, CT 06431 G.L. Rogers General Electric Company Senior Vice President - GE Plastics 1 Plastics Avenue Pittsfield, MA 01201 J.W. Rogers General Electric Company Vice President - GE Motors 1635 Broadway Fort Wayne, IN 46801 3 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- L.G. Trotter General Electric Company Vice President - GE Electrical Distribution and 41 Woodward Avenue Control Plainville, CT 06062
4 EXHIBIT INDEX ------------- Exhibit No. - ----------- Exhibit 1 Proposal Letter, dated April 14, 2000. Exhibit 2 Special Committee Letter, dated April 19, 2000 Exhibit 3 Subsequent Letter, dated April 20, 2000 Exhibit 4 Joint Filing Agreement dated April 21, 1999 among GECFS, GE Capital, GECS and GE. EX-99 2 1 Exhibit 1 April 14, 2000 PRIVATE AND CONFIDENTIAL ------------------------ Neff Corp. 3750 N.W. 87th Avenue Miami, FL 33178 Attention: Board of Directors Gentlemen: We are writing this letter on behalf of Neff Investors, Inc. (the "Purchaser"), a newly formed corporation in which General Electric Capital Corporation ("GECC") and Kevin Fitzgerald will be stockholders. The Purchaser is pleased to submit a proposal for the purchase of certain stock of Neff Corp. ("Neff" or the "Company") as follows: 1. Purchase all publicly held shares of Neff for a cash price of $9.00 per share. 2. Purchase 30% of the shares of Neff now held by Jorge Mas, Juan Carlos Mas and Jose Mas (2,569,500 Class A Common Shares) (collectively the "Mas Group") for $9.00 per share in cash. The balance of the shares held by the Mas Group (5,995,500 Class A Common Shares) would be converted to a new Neff Perpetual Class C Common Stock ("Class C Common") with the following terms: Issue Amount: $59,955,000 ------------ Dividend: 7.0% Cash Dividend, payable quarterly. -------- Payment begins in year three, with no dividend accrual or payment for years one and two Liquidation Preference: First liquidation preference over all other ---------- Common Shares up to the Issue Amount Voting Rights: Full voting rights -------------- Redemption: Neff will repurchase the Class C ----------- Common upon a change in control of Neff. At, Neff's option, it may redeem all or a portion of the Class C Common prior to maturity at Par plus accrued but unpaid dividends. Change of Control: (1) Upon a change of control each holder of -------- Class C Common may require Neff to repurchase a portion or all of the Class C Common outstanding, including all accrued and unpaid dividends. (2) In the event that one person or a group or related person acquires more the 50% of the Voting Stock of Neff, a Change of Control will have been deemed to have occurred. The Purchaser would acquire Neff in a merger in which Neff's public stockholders receive cash and the Mas Group receives cash for 30% of the Neff common stock they now hold. The balance of the Mas Group common stock would be exchanged for Class C Common Stock. We believe that the Purchaser will have sufficient funds available to finance the proposed transaction. We propose to obtain the required funding through debt and equity financing arrangements with GECC and others. In this regard, we are highly confident that the financing can be arranged. Although we have performed a substantial amount of work in connection with this proposal, our work is not yet complete. The parties providing the financing must complete a customary due diligence review, including accounting, tax, environmental, and employee benefits matters. We expect that the remaining due diligence process could be completed expeditiously, and are prepared to direct our advisors to do so. We would expect to have firm commitments for all of the required financing within 60 days of the acceptance of this proposal. In addition to the matters discussed above, our proposal is subject to Neff Board approval and the negotiation and execution of definitive acquisition documentation. We are confident that our respective advisors will be able to work together quickly to finalize the documentation required for the contemplated transaction. If this proposal is satisfactory to the Board, then we will immediately send to you a proposed Merger Agreement between the Purchaser and Neff. The Agreement would be subject to, among other things, Purchaser obtaining the necessary financing. In this regard, the Agreement would contain customary terms and conditions for a transaction of this type including a $5 million dollar break-up fee due the Purchaser in the event that a third party proposes to buy Neff at a price the Board accepts. As you are aware, we have been in discussions with the Mas Group regarding this proposal. In this regard, please find attached a letter indicating the Mas Group's interest in the proposal outlined above. This proposal is confidential and is submitted on the understanding that its existence and contents will be held in strict confidence. This proposal will expire on April 19, 2000. We are hopeful that you can respond quickly and that we can proceed with a transaction that will benefit everyone involved. Very truly yours, By: /s/ Kevin P. Fitzgerald ------------------------------------------- Kevin P. Fitzgerald President, Neff Corporation By: /s/ Christopher H. Richmond ------------------------------------------- Christopher H. Richmond General Electric Capital Corp. President, Commercial Equipment Financing Attachments 2 [General Electric Capital Corporation Letterhead] April 11, 2000 VIA FACSIMILE (305 406-1818) Mr. Jorge Mas 3155 NW 77th Avenue Miami, FL 33122 Dear Jorge, I have attached an outline of your consideration as part of the investor group's (the "Management's") proposal to take Neff private, provide the Mas stockholders with $23MM of cash and a special class of common shares for the remainder of your investment that would have a dividend beginning in year three and a mandatory redemption of your shares on a change of control event. I have structured this proposal to monitize a portion of your investment, while preserving a positive earnings profile for Neff. We will be investing an additional $12MM to $15MM in equity in order to facilitate this transaction. Once you and the management shareholders agree, we can propose the transaction to the Neff Board. This letter including the attached Term Sheet is merely an indication of interest regarding a financing transaction on the general terms and conditions outlined herein. If a commitment is given, it would be in separate writing, would be subject to and preceded by completion of all legal and business due diligence and collateral and credit review and analysis, all with results satisfactory to GE Capital and its effectiveness would be conditioned upon the prior execution and delivery of final legal documentation acceptable to all parties and their counsel. GE Capital may change the terms of this proposal or cease future consideration of the financing at any time without liability to GE Capital. The attached Term Sheet does not purport to summarize all of the terms and conditions upon which the overall facilities are to be based, which terms and conditions would be contained fully in final documentation, and indicates only the principal term and conditions under which the overall facility will be considered. Mr. Jorge Mas April 11, 2000 Page 2 This letter, including the attached Term Sheet is being provided to you on the condition that, except as required by law, neither it nor its contents will be disclosed publicly or privately except to those individuals who are the Company's officers, employees or advisors who have a need to know of such matters as a result of their being specifically involved in the Financing and then only on the condition that such matters may not, except as required by law be further disclosed. Without limiting the generality of the foregoing, none of such persons shall, except as required by law, use the name of, or refer to GE Capital, in any correspondence, discussions, press release, advertisement or disclosure made in connection with the Financing without the prior written consent of GE Capital. To indicate your interest in having GE Capital proceed with our consideration of this transaction on this basis, please sign and return the enclosed copy of this letter by the close of business on April 14, 2000. Sincerely, /s/ Chris Richmond Chris Richmond Agreed to and Accepted this 13th day of April, 2000. By: /s/ Jorge Mas ----------------------------------- Name: Jorge Mas Attachment CHR/kad cc: K. Fitzgerald B. Stefanowski P. Carlson D. Wente R. Carapezzi SUMMARY OF PROPOSED TERMS AND CONDITIONS Cash Proceeds: Retire 2,569,500 (30% of total holdings) MAS common equity shares at $9.00/share for total cash proceeds of $23,125,500. Class C Perpetual Common: Remaining MAS shares of 5,995,500 (70% of total holdings) will be converted to Class C Common Stock with the following characteristics. o Issue Amount: $59,955,000 Perpetual Class C Common o Dividend: 7.0% Cash Dividend, payable quarterly. Payment begins in year three with no dividend accrual or payment for years one and two. o Liquidation Preference: First liquidation preference over all other common shares up to the Issue Amount. o Voting Rights: full-voting rights o Redemption: the Issuer will repurchase the perpetual Class C Common upon a change in control of the company. At, the issuer's option, it may redeem all or a portion of the Class C Common prior to maturity at Par plus accrued but unpaid dividends. o Change of Control: (1) Upon a change of control each holder of Class C Common may require the Issuer to repurchase a portion or all of the Common outstanding, including all accrued and unpaid dividends. (2) In the event that one person or a group or related person acquires more the 50% of the Voting Stock of the Company, a Change of Control will have been deemed to have occurred. o Board of Directors Composition to be mutually agreed upon. o Closing: On or about May 31, 2000 unless otherwise mutually agreed. o $11.5MM Santos Capital Note: As part of this proposal the parties will work together in good faith to extend the payment terms of the $11,500,000 Santos Capital note to GE Capital entered into on May 20, 1998. This note will remain a legal obligation of Santos Capital. EX-99 3 2 Exhibit 2 April 19, 2000 VIA FACSIMILE - ------------- Christopher H. Richmond President, Commercial Equipment Financing General Electric Capital Corp. 44 Old Ridgebury Road Danbury, CT 06810 Kevin P. Fitzgerald President Neff Corporation 3750 N.W. 87th Avenue Miami, FL 33178 Re: Neff Investors proposal Dear Sirs: The Special Committee of the Board of Directors of Neff Corp. is in receipt of your letter relating to your proposal for taking Neff Corp. private. The Special Committee has instructed its legal and financial advisers, Cadwalader, Wickersham & Taft and Prudential Securities, to work with you toward the prompt completion of the transaction you have proposed. You should expect to hear from Cadwalader and Prudential in the near future. The Special Committee would appreciate your cooperation with them. Very truly yours, /s/ Gerald A. Eppner Gerald A. Eppner cc: Arthur B. Laffer Michael Markbreiter Paul D. Dean Prudential Securities EX-99 4 3 Exhibit 3 Gerald A. Eppner Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038 April 20, 2000 Dear Mr. Eppner: Thank you for your April 19, 2000 letter on behalf of Neff Corp. ("Neff") which, while not accepting the proposal relating to the purchase of shares of Neff set forth in our April 14, 2000 letter, indicates Neff's willingness to work toward the completion of a transaction. Despite the expiration of the proposal set forth in our April 14, 2000 letter, we are prepared to work with the Neff Special Committee's legal and financial advisors towards the completion of the transaction on terms and conditions mutually satisfactory to the parties. These conditions will include the receipt of necessary financing, the negotiation and execution of mutually acceptable acquisition documentation and the approvals of the Boards of Directors of Neff and General Electric Capital Corporation. We look forward to hearing from you and Prudential Securities soon. By: /s/ Kevin P. Fitzgerald -------------------------------------- Kevin Fitzgerald President, Neff Corporation By: /s/Christopher H. Richmond -------------------------------------- Christopher H. Richmond General Electric Capital Corporation President, Commercial Equipment Financing EX-99 5 4 Exhibit 4 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Class A Common Stock, par value $0.01 per share, of Neff Corp. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934. This 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. Dated: April 21, 2000 GECFS, INC. By: /s/ Peter Ringger ----------------------------------------- Name: Peter Ringger Its: Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Nancy E. Barton ----------------------------------------- Name: Nancy E. Barton Title: Senior Vice President, General Counsel and Secretary GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Nancy E. Barton ----------------------------------------- Name: Nancy E. Barton Title: Senior Vice President, General Counsel and Secretary GENERAL ELECTRIC COMPANY By: /s/ Nancy E. Barton ----------------------------------------- Name: Nancy E. Barton Its: Attorney-In-Fact 2 -----END PRIVACY-ENHANCED MESSAGE-----