-----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, SEEy5QlxpMjEoOaX4LNwrKk0YZptJkBKChTgHamGc/hHZWJXnLWdcM8+z8u4nctu H7UGtD6Di7GudQq5fPis2A== 0000909518-96-000193.txt : 19960621 0000909518-96-000193.hdr.sgml : 19960621 ACCESSION NUMBER: 0000909518-96-000193 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960620 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: 96583406 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: 96583407 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 AMENDMENT NO. 3 TO SCHEDULE 14D-1 AND 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. 3) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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 Page 1 of 7 Pages ================================================================================ SCHEDULE 14D-1 - -------------------------- ------------------------- CUSIP No. 03069V 10 3 Page 2 of 7 Pages - -------------------------- ------------------------- - -------------------------------------------------------------------------------- 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. Page 2 of 7 Pages SCHEDULE 14D-1 - ------------------------- ------------------------- CUSIP No. 03069V 10 3 Page 3 of 7 Pages - ------------------------- ------------------------- - -------------------------------------------------------------------------------- 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. Page 3 of 7 Pages GAC Acquisition I Corp., a Delaware corporation ("Purchaser"), hereby amends and supplements 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 Amendment No. 1 and Amendment No. 2, 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. 3 and the supplement (the "Supplement") to the Offer to Purchase, dated June 20, 1996 and attached hereto as Exhibit (a)(11). 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 1. SECURITY AND SUBJECT COMPANY. (b) The Purchaser has waived the Preferred Securities Condition to the Offer. The Offer is no longer conditioned upon Preferred Securities outstanding on May 20, 1996 having an aggregate liquidation preference of more than 50% of the aggregate liquidation preference of all Preferred Securities outstanding on May 20, 1996 having been converted by the holders thereof into Shares prior to the expiration of the Offer. In addition the Offer has been extended. The Offer will expire at 5:00 p.m., New York City time, on Friday, July 12, 1996, unless the Offer is further extended. The information set forth in the Introduction and Section 1 of the Supplement is incorporated herein by reference. (c) The information set forth in Section 5 of this Supplement is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. The information set forth in Section 3 of the Supplement is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (b)-(c),(e)The information set forth in Section 4 of the Supplement is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press Release dated June 20, 1996. (a)(11) Supplement to the Offer to Purchase dated June 20, 1996. Page 4 of 7 Pages (g)(2) Amended complaint filed in Steiner v. AmeriData Technologies, Inc. et. al. filed in the Court of Chancery of the State of Delaware in and for New Castle County on June 17, 1996. Page 5 of 7 Pages 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: June 20, 1996 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael S. Ford ---------------------- Name: Michael S. Ford Title: Vice President GAC ACQUISITION I CORP. By: /s/ Michael S. Ford ---------------------- Name: Michael S. Ford Title: President Page 6 of 7 Pages EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NO. EXHIBIT PAGE --- ------- ---- (a)(10) Press Release dated June 20, 1996 (a)(11) Supplement to the Offer to Purchase dated June 20, 1996 (g)(2) Amended complaint filed in Steiner v. AmeriData Technologies, Inc. et. al. filed in the Court of Chancery of the State of Delaware in and for New Castle County on June 17, 1996 Page 7 of 7 Pages EX-99.(A)(10) 2 PRESS RELEASE EXHIBIT (a)(10) PRESS RELEASE FOR IMMEDIATE RELEASE GE CAPITAL WAIVES PREFERRED SECURITIES CONDITION; EXTENDS OFFER FOR AMERIDATA SHARES UNTIL 5:00 P.M. ON FRIDAY, JULY 12, 1996 ----------------------------------------------- Stamford, CT, June 20, 1996 -- General Electric Capital Corporation announced today that it has extended its tender offer for all of the outstanding shares of common stock of AmeriData Technologies, Inc., at $16.00 per share, until 5:00 P.M., Friday, July 12, 1996. In addition, GE Capital waived the preferred securities condition to its tender offer. The tender offer is no longer conditioned upon any preferred securities of AmeriData's wholly-owned subsidiary having been converted by the holders thereof into shares of AmeriData common stock prior to the expiration of the tender offer. Holders of the preferred securities may participate in the tender offer by converting their preferred securities into AmeriData common stock and tendering such shares. The tender offer is, however, still subject to a number of other conditions, including, among other things, the acquisition of a majority of AmeriData's outstanding common stock on a fully diluted basis and the receipt of certain regulatory consents and approvals. As previously announced, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to GE Capital's proposed acquisition of AmeriData has expired. In addition, the applicable waiting period for the short-form notification under the Canadian Competition Act with respect to the proposed acquisition has expired, and the Federal Communications Commission has approved the application for the pro forma transfer of control of a subsidiary of AmeriData to a control group consisting of all of the directors of AmeriData. Responses to the filings previously made with respect to the Federal Law on Economic Competition of Mexico and the Austrian Cartel Act are pending. As of the close of business on June 19, 1996, approximately 6,513,033 shares of AmeriData common stock had been tendered pursuant to GE Capital's tender offer, representing approximately 21.2% of the outstanding AmeriData common stock on a fully diluted basis. General Electric Capital Corporation, a wholly owned subsidiary of General Electric Company, is a diversified financial services company headquartered in Stamford, Connecticut, USA. GE Capital's activities include equipment management, mid-market financing, specialized financing, specialty insurance and consumer service. General Electric Company is a diversified manufacturing, technology and services company with operations worldwide. # # # NYFS08...:\60\47660\1181\1703\AMD6066L.44G EX-99.(A)(11) 3 SUPPLEMENT TO OFFER TO PURCHASE EXHIBIT (a)(11) Supplement, dated June 20, 1996, to the Offer to Purchase, dated May 24, 1996 GAC ACQUISITION I CORP. an indirect wholly-owned subsidiary of GENERAL ELECTRIC CAPITAL CORPORATION Has Amended its Offer to Purchase for Cash All Outstanding Shares of Common Stock of AMERIDATA TECHNOLOGIES, INC. at $16 NET PER SHARE - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 12, 1996, UNLESS THE OFFER IS EXTENDED - -------------------------------------------------------------------------------- THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, HAS APPROVED THE MERGER AGREEMENT, THE STOCKHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE STOCKHOLDERS AGREEMENT, INCLUDING THE OFFER AND THE MERGER, AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL OF THEIR SHARES PURSUANT THERETO. PARENT AND PURCHASER HAVE ENTERED INTO A STOCKHOLDERS AGREEMENT WITH CERTAIN STOCKHOLDERS PURSUANT TO WHICH, AMONG OTHER THINGS, SUCH STOCKHOLDERS HAVE AGREED TO TENDER IN THE OFFER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE STOCKHOLDERS AGREEMENT, APPROXIMATELY 8% OF THE COMPANY'S OUTSTANDING SHARES (ASSUMING THE EXERCISE OF SUCH STOCKHOLDERS' OPTIONS SUBJECT TO THE STOCKHOLDERS AGREEMENT). THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) A NUMBER OF THE COMPANY'S SHARES REPRESENTING A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE; AND (ii) THE RECEIPT OF CERTAIN REGULATORY CONSENTS AND APPROVALS. SEE THE INTRODUCTION AND SECTIONS 1 AND 4 OF THIS SUPPLEMENT AND THE INTRODUCTION AND SECTIONS 1, 14 AND 15 OF THE OFFER TO PURCHASE. ------------------ IMPORTANT Any stockholder desiring to tender all or a portion of that stockholder's shares of common stock, par value $.01 per share, of the Company (the "Shares") should either (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to the Depositary and either deliver the certificates for those Shares to the Depositary along with the Letter of Transmittal or tender those Shares pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase, or (2) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the stockholder. Any stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that broker, dealer, commercial bank, trust company or other nominee, if the stockholder wishes to tender such Shares. Any stockholder who wishes to tender Shares and whose certificates representing those Shares are not immediately available or who cannot comply with the procedure for book-entry transfer on a timely basis should tender those Shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be directed to the Information Agent or to brokers, dealers, commercial banks and trust companies. ------------------ The Dealer Manager for the Offer is: LAZARD FRERES & CO. LLC June 20, 1996 TABLE OF CONTENTS Page INTRODUCTION.................................................................1 1. Extended Expiration Date; Waiver of Preferred Securities Condition..2 2. Procedure For Tendering Shares......................................3 3. Certain Information Concerning Parent...............................4 4. Certain Legal Matters...............................................4 5. Price Range of the Shares...........................................5 6. Miscellaneous.......................................................5 i To the Holders of Common Stock of AmeriData Technologies, Inc.: INTRODUCTION The following information amends and supplements the Offer to Purchase, dated May 24, 1996 (the "Offer to Purchase"), of GAC Acquisition I Corp. ("Purchaser"), a Delaware corporation and an indirect wholly-owned subsidiary of General Electric Capital Corporation, a New York corporation ("Parent"). Pursuant to this Supplement, Purchaser is now offering to purchase all of the outstanding shares of common stock, $.01 par value (the "Shares"), of AmeriData Technologies, Inc., a Delaware corporation (the "Company"), upon the terms and subject to all of the conditions (other than the Preferred Securities Condition) set forth in the Offer to Purchase, as amended and supplemented by this Supplement, and in the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Offer to Purchase. THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL NOW EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 12, 1996, UNLESS THE OFFER IS FURTHER EXTENDED. THE PURCHASER HAS WAIVED THE PREFERRED SECURITIES CONDITION TO THE OFFER. THE OFFER IS NO LONGER CONDITIONED UPON PREFERRED SECURITIES OUTSTANDING ON MAY 20, 1996 HAVING AN AGGREGATE LIQUIDATION PREFERENCE OF MORE THAN 50% OF THE AGGREGATE LIQUIDATION PREFERENCE OF ALL PREFERRED SECURITIES OUTSTANDING ON MAY 20, 1996 HAVING BEEN CONVERTED BY THE HOLDERS THEREOF INTO SHARES PRIOR TO THE EXPIRATION DATE. THE OFFER REMAINS SUBJECT TO ALL OF THE OTHER TERMS AND CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE INCLUDING, AMONG OTHER THINGS, (I) A NUMBER OF THE SHARES REPRESENTING A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN SECTION 1 HEREOF); AND (II) THE RECEIPT OF CERTAIN REGULATORY CONSENTS AND APPROVALS. SEE THE INTRODUCTION AND SECTIONS 1, 14 AND 15 OF THE OFFER TO PURCHASE AND SECTION 4 OF THIS SUPPLEMENT. The Company has represented and warranted to Purchaser that, as of May 20, 1996, 22,281,302 Shares (excluding (i) 64,550 Shares to be issued pursuant to the Company's restricted stock award plan and (ii) 113,732 Shares to be issued pursuant to an acquisition agreement previously entered into by the Company) were issued and outstanding, 2,310,512 Shares were reserved for issuance pursuant to outstanding stock options granted by the Company, 1,458,041 Shares were reserved for issuance pursuant to the Company's stock purchase plan, 3,521,576 Shares were reserved for issuance upon conversion of the Company's 8% convertible subordinated debentures held by Delaware LLC (as defined below) and 2,418,737 Shares were reserved for issuance pursuant to certain warrants to purchase Shares issued by the Company. According to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996 (the "Company 10-Q"), AmeriData Delaware, L.L.C., a 1 special purpose limited liability company of which the Company, directly or indirectly, owns all of the outstanding equity interests other than the Preferred Securities ("Delaware LLC"), has outstanding, as of March 31, 1996, 8% Convertible Fixed Life Aggregated Securities ("Preferred Securities") having a liquidation preference of $25 per security and an aggregate liquidation preference of $30,880,000. The Company 10-Q also indicates that the Preferred Securities are guaranteed in certain respects by the Company and are convertible into Shares at 2.851 shares for each Preferred Security. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL, COPIES OF WHICH MAY BE OBTAINED AT PURCHASER'S EXPENSE IN THE MANNER SET FORTH ON THE BACK COVER OF THIS SUPPLEMENT. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THIS SUPPLEMENT CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER. 1. EXTENDED EXPIRATION DATE; WAIVER OF PREFERRED SECURITIES CONDITION THE OFFER HAS BEEN EXTENDED. As used in the Offer, the term "Expiration Date" now means 5:00 p.m., New York City time, on Friday, July 12, 1996, unless and until Purchaser, in accordance with the terms of the Offer and the Merger Agreement, shall have further extended the period of time during which the Offer is open, in which event the term "Expiration Date" means the latest time and date at which the Offer, as so extended, expires. Upon the terms and subject to the conditions of the Offer (including, if the Offer is further extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment (and thereby purchase) all Shares that are validly tendered and not withdrawn in accordance with Section 4 of the Offer to Purchase prior to the Expiration Date. THE OFFER IS NO LONGER SUBJECT TO THE PREFERRED SECURITIES CONDITION. The Offer continues to be conditioned upon, among other things, satisfaction of the Minimum Tender Condition and the receipt of all required regulatory consents and approvals. See Section 15 of the Offer to Purchase and Section 4 of this Supplement for a full discussion of required regulatory consents and approvals. The Offer is also subject to certain other conditions that are set forth in Section 14 of the Offer to Purchase. Pursuant to the terms of the Merger Agreement, Purchaser expressly reserves the right (but will not be obligated) to waive any or all of the conditions of the Offer. Subject to the terms of the Merger Agreement, Purchaser may extend the Offer (x) for up to twenty (20) business days after the initial expiration date or (y) for longer periods (not to exceed 120 calendar days from the date of the Offer to Purchase) if any condition to the Offer is not satisfied. Purchaser may also extend the Offer as required by law or the applicable rules and regulations of the Commission. 2 2. PROCEDURE FOR TENDERING SHARES Procedures for tendering Shares are set forth in Section 3 of the Offer to Purchase. Tendering Stockholders may continue to use the GREY Letter of Transmittal and the IVORY Notice of Guaranteed Delivery previously circulated with the Offer to Purchase. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE PROCEDURE FOR GUARANTEED DELIVERY IF SUCH PROCEDURE WAS UTILIZED. SEE SECTION 4 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER. 3 3. CERTAIN INFORMATION CONCERNING PARENT On June 5, 1996, Purchaser and Parent filed Amendment No. 1 to the Schedule 14D-1 dated May 24, 1996 to amend the table entitled "Selected Consolidated Financial Data" set forth in Section 9 of the Offer to Purchase to read as follows: Selected Consolidated Financial Data (amounts in millions) Three Months Year Ended December 31, Ended ----------------------------------- March 31, 1996 1995 1994 1993 -------------- ---------- ---------- -------- (Unaudited) Statement of Current & Retained Earnings: Earned income $5,620 $21,179 $16,923 $14,444 Net earnings 605 2,261 1,918 1,478 Financing Receivables-net 92,208 93,272 76,357 63,948 Three Months Year Ended December 31, Ended ----------------------------------- March 31, 1996 1995 1994 1993 -------------- ---------- ---------- -------- (Unaudited) Statement of Financial Position: Total assets $160,975 $160,825 $130,904 $117,939 Short-term borrowings 59,891 59,264 54,579 52,903 Long-term senior notes 48,508 47,794 33,615 25,112 Long-term subordinated notes 697 697 697 697 Minority interest 696 703 615 426 Equity 14,249 14,202 10,540 10,370 4. CERTAIN LEGAL MATTERS Antitrust. Under the provisions of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"), applicable to the Offer, the purchase of Shares under the Offer may be consummated following the expiration of a 15-calendar day waiting period that follows the filing by Purchaser of a Notification and Report Form with respect to the Offer, unless Purchaser receives a request for additional information or documentary material from the Antitrust Division or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. Such filing was made on May 23, 1996 and such waiting period expired at 11:59 p.m. on Friday, June 7, 1996. Within the initial 15-calendar day waiting period, neither Parent nor Purchaser received from 4 either the Antitrust Division or the FTC requests for additional information or documentary material concerning the Offer. FCC Regulations. The Offer is conditioned, among other things, upon the FCC having granted the Pro-Forma Application and the transactions contemplated by the Merger Agreement with respect thereto having been consummated on terms reasonably satisfactory to Parent. On May 30, 1996 the Control Group filed the Pro Forma Application seeking approval of the transfer of control of the Licensee Subsidiaries to a group comprised of all of the Company's current directors. On June 12, 1996, the FCC approved the Pro Forma Application. Competition Act (Canada). The Offer is conditioned, among other things, upon receipt of regulatory approval pursuant to the Competition Act (Canada). On May 31, 1996, Parent filed with the Director of Investigation and Research a short-form notification under the Competition Act (Canada) with respect to the Offer and the Merger. Under the Competition Act, the applicable waiting period for a short-form notification is 7 days. Such waiting period expired on June 7, 1996 without a request for additional information with respect to the short-form notification or a request for the filing of a long- form notification. Other Regulatory Filings. The Offer is conditioned upon, among other things, satisfaction of the requirements with respect to the Federal Law on Economic Competition of Mexico (the "Mexican Competition Act") and the Austrian Cartel Act of 1988, as amended (the "Austrian Cartel Act"). A notification has been filed with the Mexican Federal Competition Commission seeking confirmation that no approval under the Mexican Competition Act is required, and Parent is awaiting a response with respect to such filing. A pre-merger notification has been filed under the Austrian Cartel Act, and Parent and AmeriData are awaiting appropriate regulatory clearance. Litigation. On June 17, 1996 the Class Action Complaint (described in Section 15 of the Offer to Purchase) was amended to add certain affiliates of GE Capital Services as defendants. The Amended Class Action Complaint is attached as Exhibit (g)(2) hereto. 5. PRICE RANGE OF THE SHARES From May 24, 1996, the date of the Offer to Purchase, through June 19, 1996, the high and low sale price per Share as reported by the NYSE Composite Tape were $16 and $15 3/4, respectively. On June 19, 1996, the last full trading day prior to the mailing of this Supplement, the last reported sale price per Share was $15 7/8. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 6. MISCELLANEOUS Purchaser and Parent have filed with the Commission the Schedule 14D-1 pursuant to Rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain information with respect to the Offer, have filed certain amendments thereto furnishing certain additional information with respect to the Offer, and may file additional amendments thereto. Such Schedule 14D-1 and any amendments thereto, including exhibits, may be examined and copies may be obtained from the Commission in the 5 same manner as described in Section 8 of the Offer to Purchase with respect to information concerning the Company (except that they will not be available at the regional offices of the Commission). EXCEPT AS MODIFIED BY THIS SUPPLEMENT, THE TERMS IN THE OFFER TO PURCHASE, THE AMENDMENTS THERETO AND THE RELATED LETTER OF TRANSMITTAL REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE, THE AMENDMENTS THERETO AND THE RELATED LETTER OF TRANSMITTAL. GAC ACQUISITION I CORP. June 20, 1996 6 Facsimile copies of the Letter of Transmittal, properly completed and duly signed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depository, at one of the addresses set forth below: The Depositary for the Offer is: THE CHASE MANHATTAN BANK (National Association) By Mail: By Overnight Delivery: By Hand: Box 3032 c/o Chase Securities (9:00 a.m.-5:00 p.m. 4 Chase MetroTech Center Processing Corp. New York City Time) Brooklyn, NY 11245 Fort Lee Executive Park 1 Chase Manhattan Plaza 1 Executive Drive (6th floor) Floor 1-B Fort Lee, NJ 07024 Nassau and Liberty Streets New York, NY 10081 By Facsimile Transmission (201) 592-4372 Information and Confirmation by Telephone (201) 592-4370 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below and will be furnished promptly at Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: GEORGESON & COMPANY INC. Wall Street Plaza New York, New York 10005 Toll-Free (800) 223-2064 Brokers and Banks, please call collect (212) 440-9800 The Dealer Manager for the Offer is: LAZARD FRERES & CO. LLC 30 Rockefeller Plaza New York, New York 10020 (Call Collect) 212-632-6717 NYFS08...:\60\47660\1181\1703\AMD6066L.44G EX-99.(G)(2) 4 AMENDED COMPLAINT EXHIBIT (g)(2) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------------------x KENNETH STEINER, SCOTT MIRKIN, PAUL : KIMMINS, JOEL RATNER and MARTHA RATNER, : : Plaintiffs, : : v. : : C.A. Nos. 15005, LEONARD J. FASSLER, EDWARD A. KERBS, : 15015 and 15017 GERALD M. LeBOW, GERALD A. POCH, : ANTHONY P. TOWELL, JAMES K. McCLEARY, : RICHARD J. WILLIAMS, AMERIDATA : TECHNOLOGIES, INC., GAC ACQUISITION I : CORP., GAC ACQUISITION II CORP., GENERAL : ELECTRIC CAPITAL CORPORATION, GENERAL : ELECTRIC CAPITAL SERVICES, INC. and : GENERAL ELECTRIC COMPANY, : : Defendants. : -------------------------------------------x NOTICE OF FILING AMENDED CLASS ACTION COMPLAINT ----------------------------------------------- TO: Daniel A. Dreisbach, Esquire Richards, Layton & Finger One Rodney Square Wilmington, DE 19801 PLEASE TAKE NOTICE that plaintiffs herewith file the within Amended Class Action Complaint as of course pursuant to Rule 15(a). In compliance with Rule 15(aa), plaintiffs aver that the within Amended Complaint is in full substitution for the Complaints heretofore filed in C.A. Nos. 15005, 15015 and 15017. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A. By /s/ Joseph A. Rosenthal -------------------------------------- Suite 1401, Mellon Bank Center P.O. Box 1070 Wilmington, DE 19899 Attorneys for Plaintiffs IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY -------------------------------------------x KENNETH STEINER, SCOTT MIRKIN, PAUL : KIMMINS, JOEL RATNER and MARTHA RATNER, : : Plaintiffs, : : v. : : C.A. Nos. 15005, LEONARD J. FASSLER, EDWARD A. KERBS, : 15015 and 15017 GERALD M. LeBOW, GERALD A. POCH, : ANTHONY P. TOWELL, JAMES K. McCLEARY, : RICHARD J. WILLIAMS, AMERIDATA : TECHNOLOGIES, INC., GAC ACQUISITION I : CORP., GAC ACQUISITION II CORP., GENERAL : ELECTRIC CAPITAL CORPORATION, GENERAL : ELECTRIC CAPITAL SERVICES, INC. and : GENERAL ELECTRIC COMPANY, : : Defendants. : -------------------------------------------x AMENDED CLASS ACTION COMPLAINT ------------------------------ Plaintiffs allege on information and belief, except as to the allegations of paragraph 2 which are alleged on knowledge, as follows: 1. Plaintiffs bring this action as a class action on behalf of themselves and all other stockholders of AmeriData Technologies, Inc. ("AmeriData" or the "Company") who are similarly situated, for declaratory, injunctive and other appropriate relief in connection with the proposed acquisition of the outstanding shares of AmeriData stock by defendants GAC Acquisition I Corp. and GAC Acquisition II Corp., which are wholly-owned subsidiaries of General Electric Capital Corporation which, in turn, is a wholly-owned subsidiary of General Electric Capital Services, Inc., a wholly-owned subsidiary of General Electric Company (all collectively referred to as "GE"). PARTIES ------- 2. Plaintiffs are and have been at all relevant times the owners of AmeriData common stock. 3. Defendant AmeriData, a corporation organized and existing under the laws of the State of Delaware, provides computer products and services to commercial, governmental and educational users. The Company also designs, manufactures and sells public alerting, notification and emergency response systems for use in the event of natural disasters. As of March 31, 1996, AmeriData had approximately 22.1 million shares of common stock issued and outstanding held by 6,900 shareholders of record. 4. (a) Defendant Gerald A. Poch ("Poch") is and was at all relevant times AmeriData's Co-Chairman, Co-President and Chief Executive Officer. (b) Defendant Leonard J. Fassler ("Fassler") is and was at all relevant times AmeriData's Co-Chairman. (c) Defendant James K. McCleary ("McCleary") is and was at all relevant times AmeriData's Co-Chairman and Co-President. (d) Defendant Gerald M. LeBow ("LeBow") is and was at all relevant times a director of the Company and President of a subsidiary of the Company, Sage Alerting Systems, Inc. ("Sage Alerting"). (e) Defendant Richard J. Williams is and was at all relevant times a director of the Company, as well as Managing Director of Triumph Capital Group Inc. ("Triumph"), an investment management firm. An affiliate of Triumph is the general partner of Triumph Connecticut Limited Partnership ("TCLP"), which currently owns 1,208,750 Company shares, or 5.5% of its outstanding stock. (f) Defendants Edward A. Kerbs ("Kerbs") and Anthony P. Towell ("Towell") are and were at all relevant times directors of AmeriData. (g) The defendants referred to in subparagraphs 4(a)- (g) are collectively referred to as the "Individual Defendants." 5. General Electric Pension Trust, an affiliate of GE, owns 2,101,404 shares of AmeriData common stock representing 9.7% of the Company's outstanding common stock. GE is named herein as an aider and abettor of the Individual Defendants' breaches of fiduciary duty. 6. By virtue of the Individual Defendants' positions as directors and/or officers of AmeriData, they were and are fiduciaries and owe plaintiffs and the other public stockholders of the Company the highest obligations of good faith, loyalty, care and candor. CLASS ACTION ALLEGATIONS ------------------------ 7. Plaintiffs bring this action for declaratory, injunctive and other appropriate relief on their own behalf and as a class action, pursuant to Rule 23 of the Rules of the Court of Chancery, and on behalf of all common stockholders of AmeriData (except defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any of the defendants) and their successors in interest, who are being deprived of the opportunity to maximize the value of their AmeriData shares by the wrongful acts of defendants as described herein. 8. This action is properly maintainable as a class action for the following reasons: (a) The Class is so numerous that joinder of all Class members is impracticable. There are approximately 22.1 million common shares of AmeriData outstanding, owned by thousands of stockholders. (b) There are questions of law and fact which are common to members of the Class, including whether the Individual Defendants have breached the fiduciary duties owed by them to plaintiffs and members of the Class by reason of the wrongs complained of herein. (c) The claims of plaintiffs are typical of the claims of the other members of the Class and plaintiffs have no interests that are adverse or antagonistic to the interests of the Class. (d) Plaintiffs are committed to the vigorous prosecution of this action and have retained competent counsel experienced in litigation of this nature. Accordingly, plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class. (e) The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class and establish incompatible standards of conduct for the party opposing the Class. (f) Defendants have acted and are about to act on grounds generally applicable to the Class, thereby making appropriate final injunctive or corresponding declaratory relief with respect to the Class as a whole. FACTUAL BACKGROUND ------------------ 9. AmeriData has achieved remarkable growth, with excellent prospects for further growth in the future. AmeriData's growth has been fueled in part by the acquisition of nearly 36 smaller re-sellers and service companies over the past few years. In fact, in January 1996, the Company, in a stock swap, purchased Brenner Technology, Inc., a company which provides consulting services in the New York City area. 10. Reflecting, in part, its improved results, on April 1, 1996, AmeriData confirmed to the investment community that it expected to record revenue of $2 billion for the 1996 fiscal year, exclusive of additional acquisitions in 1996. The May 1996 edition of Inc. magazine touted AmeriData as "the #1 company" in ---- the magazine's list of top 100 growth companies. 11. Prior to the April 1, 1996 announcement described above, representatives of the Company, including defendants Poch and Fassler, began meeting with representatives of GE to discuss the possible sale of the Company to GE. During mid to late March 1996, defendant Poch indicated to GE representatives that the Company's board was likely to require a price per share somewhat in excess of $15 in order to approve a sale of the Company to GE. 12. During March through early May 1996, there were additional meetings between GE, the Company, and their respective representatives, during which time, representatives of GE received non-public information regarding the Company, including projected financial information indicating further improved operating results for the Company. 13. On May 14, 1996, AmeriData released its financial results for the quarter ended March 31, 1996. These results were outstanding and exceeded analysts' projected results for that period. 14. Specifically, the Company reported revenues of $452,799,000 and net income of $3,451,000 or $0.15 per share, compared with revenues of $274,901,000 and net income of $1,604,000 or $0.08 per share for the same period in 1995. The news, coupled with the buoyant reports, forecasts and ratings which preceded the May 1996 release, propelled the Company's stock to rise from $12 3/4 per share (on May 13, 1996) to $15 3/8 per share by May 17, 1996. 15. On or about May 20, 1996, GE announced that it has entered into a definitive merger agreement to acquire AmeriData (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, GE will pay $16 cash per share for each share of AmeriData common stock in a two step transaction (the "Transaction"). The first step of the Transaction consists of a tender offer (the "Offer") by GE for all shares of the Company's outstanding common stock at $16 per share. Shares not purchased in the Offer will be acquired in a subsequent merger at the same price. 16. By entering into the Merger Agreement, the Individual Defendants have allowed the price of AmeriData stock to be capped, thereby depriving plaintiffs and the Class of the opportunity to realize any increase in the price of AmeriData stock in light of the very favorable reports about its earnings and prospects described above. At $16 per share, AmeriData's shareholders will be receiving a wholly inadequate takeover premium (approximately $.62 1/2) over AmeriData's stock price immediately prior to the announcement of the Transaction. 17. The terms of the Transaction were not the result of an auction process or active market check; they were arrived at without a full and thorough investigation by the Individual Defendants; and they are intrinsically unfair and inadequate from the standpoint of AmeriData's public shareholders. 18. The Individual Defendants have violated their fiduciary duties to the public shareholders of AmeriData. The Individual Defendants' agreement to the terms of the Transaction, its timing, and the failure to auction the Company and invite other bidders, and their failure to provide a market check demonstrate a clear absence of the exercise of loyalty and due care to AmeriData's public shareholders. 19. In violation of their fiduciary duties, the Individual Defendants failed to establish an independent committee of directors to negotiate the Transaction. Instead, the negotiations were conducted primarily by defendant Poch and, to a lesser extent, defendant Fassler, each of whom, together with defendant McCleary, has a unique financial interest in the Transaction. Moreover, although the Company retained Alex Brown & Sons, Inc. ("Alex Brown") as a financial advisor, Alex Brown had no active role in the negotiations of the terms of the Transaction. Furthermore, the only "advisor" designated for the non-employee directors of the Company was Triumph, which itself had a conflict of interest. As a consequence, a majority of AmeriData's Board had a personal financial interest in the Transaction. 20. Specifically: (a) At the same time they were negotiating, considering and approving the Merger Agreement, defendants Poch, Fassler and McCleary negotiated and entered into Amended Employment Agreements with the Company ("the Amended Employment Agreements"), which agreements become effective upon GE's accepting shares pursuant to the Offer. The Amended Employment Agreements provide these defendants with significantly increased financial and other related benefits including the following: (i) severance payments of $1 million if the executive's employment is terminated (other than for cause or death) during the twelve-month period following the effective date of the Amended Employment Agreements, and subsequent to such twelve-month period, a lump sum equal to the compensation not yet paid under the terms of the Amended Employment Agreement if the officer is terminated; (ii) in the case of defendant Poch, a $100,000 increase in the amount of his bonus for the first two years of his Amended Employment Agreement; (iii) with respect to defendant Fassler, "fees" for "advisory" services of $500,000 upon the effective date of his Amended Employment Agreement, $275,000 per year for the first two years of his Amended Employment Agreement, and $100,000 for the last six months of his Employment Agreement; these "fees" are to be paid regardless of whether Fassler in fact provides any such services; ---------- (b) The Company also agreed to pay Triumph an "advisory fee" of $500,000 for purported services it provided the Company's non-employee directors in connection with the Transaction. As noted above, defendant Williams is a director of the Company as well as the managing director of Triumph, and Triumph, through its affiliate TCLP, controls 1.2 million shares, or 5.5% of the Company's outstanding stock; and (c) The Individual Defendants took steps to preclude interested third parties from bidding for the Company. In early April 1996, defendant Poch was approached by a representative of a competitor of the Company concerning a business combination of the two companies. On April 23, 1996, defendants Poch, Fassler and Williams met with the representative of the competitor and discussed the benefits resulting from a combination of companies and the resulting synergies. However, the Individual Defendants failed to pursue a potential transaction with the competitor. Instead, on May 17, 1996, the Individual Defendants decided to discontinue further discussions with the third party. 21. The Transaction constitutes a sale of the Company, requiring the Individual Defendants to take all necessary steps to maximize shareholder value. Under these circumstances, the Individual Defendants' fiduciary obligations require them to: (a) Undertake an appropriate evaluation of AmeriData's net worth as a merger/acquisition candidate; (b) Engage in a meaningful auction with third parties or reliable market check to obtain the best value for AmeriData's public shareholders; and (c) Act independently so that the interests of AmeriData's public shareholders will be protected and enhanced. 22. The Individual Defendants have breached their fiduciary duties by failing to fulfill their fiduciary obligations in a change of control transaction, as described in paragraph 21. As a consequence, plaintiffs and all other members of the Class have been and will be damaged in that they have not and will not receive their fair proportion of the value of AmeriData's assets and business, will be divested from their right to share in AmeriData's future growth and development, and have been and will be prevented from obtaining a fair price for their shares of AmeriData stock. 23. GE has knowingly aided and abetted the breaches of fiduciary duty committed by the Individual Defendants. Indeed, the Transaction and the side-deals benefitting certain of the Individual Defendants could not take place without the knowing participation of GE. 24. By reason of the foregoing, each member of the Class will suffer irreparable injury and damage absent injunctive relief. 25. Plaintiffs and other members of the Class have no adequate remedy at law. WHEREFORE, plaintiffs demand judgment in their favor and in favor of the Class and against defendants as follows: A. Declaring that this action is properly maintainable as a class action, and certifying plaintiffs as class representatives; B. Enjoining the Transaction and its components, the Offer and the Merger; C. If the Transaction is consummated before judgment, granting rescission or rescissory damages to plaintiffs and the Class; D. Awarding plaintiffs and the Class compensatory damages; E. Awarding plaintiffs and the Class the costs and disbursements of this action, including reasonable attorneys' and experts' fees; and F. Granting such other and further relief as this Court may deem just and proper. ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A. By /s/ Joseph A. Rosenthal ----------------------------------- Suite 1401, Mellon Bank Center P.O. Box 1070 Wilmington, DE 19899-1070 Attorneys for Plaintiffs OF COUNSEL: GOODKIND LABATON RUDOFF & SUCHAROW 100 Park Avenue New York, New York 10017 SCHATZ & NOBEL, P.C. 216 Main Street Hartford, CT 06106 LAW OFFICE OF MILES M. TEPPER 7 Becker Farm Road Roseland, NJ 07068 CERTIFICATE OF SERVICE ---------------------- I, Joseph A. Rosenthal, hereby certify that on June 14, 1996, I caused to be served two copies of the foregoing Notice of Filing Amended Class Action Complaint by hand delivery on the following: Daniel A. Dreisbach, Esquire Richards, Layton & Finger One Rodney Square Wilmington, DE 19801 /s/ Joseph A. Rosenthal ----------------------------------- Joseph A. Rosenthal NYFS08...:\60\47660\1181\1703\CMP6196T.070 -----END PRIVACY-ENHANCED MESSAGE-----