-----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, WA9YH5rgBvcxHKyHYXTkx9ySoxm25st72y2w0ggcanBTT6EYZGuctEvpMvYiswFK Os21x4mw0Y7mfQQ4iRWkpQ== 0001011438-06-000361.txt : 20060510 0001011438-06-000361.hdr.sgml : 20060510 20060510163842 ACCESSION NUMBER: 0001011438-06-000361 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CFE, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROTECH HEALTHCARE INC CENTRAL INDEX KEY: 0001175108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 030408870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78993 FILM NUMBER: 06826723 BUSINESS ADDRESS: BUSINESS PHONE: 407-822-4600 MAIL ADDRESS: STREET 1: 2600 TECHNOLOGY DRIVE STREET 2: SUITE 300 CITY: ORLANDO STATE: FL ZIP: 32804 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/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 13G/A 1 form_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2) ROTECH HEALTHCARE INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 - -------------------------------------------------------------------------------- (Title of Class of Securities) 778669101 - -------------------------------------------------------------------------------- (CUSIP Number) SEPTEMBER 15, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) CUSIP No. 778669101 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GE Capital CFE, Inc. 06-1471032 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY 2,551,156 EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 0 7 SOLE DISPOSITIVE POWER 2,551,156 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,551,156 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.4%** 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT **SEE ITEM 4(b). 2 CUSIP No. 778669101 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Corporation 13-1500700 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY Disclaimed (See 9 below) OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH Disclaimed (See 9 below) 7 SOLE DISPOSITIVE POWER Disclaimed (See 9 below) 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Capital Corporation. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT **SEE ITEM 4(b). 3 CUSIP No. 778669101 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Services, Inc. 06-1109503 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY Disclaimed (See 9 below) OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH Disclaimed (See 9 below) 7 SOLE DISPOSITIVE POWER Disclaimed (See 9 below) 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Capital Services, Inc. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT **SEE ITEM 4(b). 4 CUSIP No. 778669101 13G/A 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Company 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY Disclaimed (See 9 below) OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH Disclaimed (See 9 below) 7 SOLE DISPOSITIVE POWER Disclaimed (See 9 below) 8 SHARED DISPOSITIVE POWER Disclaimed (See 9 below) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Company 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Not applicable (See 9 above) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT **SEE ITEM 4(b). 5 AMENDMENT NO. 2 TO SCHEDULE 13G This Amendment (the "Amendment") to Schedule 13G, originally filed on September 15, 2004 (the "Schedule 13G"), is being filed on behalf of GE Capital CFE, Inc., a Delaware corporation ("GECFE"), General Electric Capital Corporation, a Delaware corporation ("GE Capital"), General Electric Capital Services, Inc., a Delaware corporation ("GECS"), and General Electric Company, a New York Corporation ("GE"). This Amendment is filed to reflect GECFE as the beneficial owner of the Common Shares. This Amendment relates to the Common Stock, par value $0.0001, of Rotech Healthcare Inc., a Delaware corporation (the "Common Shares"), purchased by GECFE. The Schedule 13G is hereby amended and restated in its entirety as follows: ITEM 1(A) NAME OF ISSUER. Rotech Healthcare Inc. ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 2600 Technology Drive, Suite 300, Orlando, Florida 32804. ITEM 2(A) NAME OF PERSON FILING. This Schedule 13G (the "Schedule 13G") is being filed on behalf of each of the following persons (each, a "Reporting Person"): (i) GE Capital CFE, Inc. ("GECFE") (ii) General Electric Capital Corporation ("GE Capital"); (iii) General Electric Capital Services, Inc. ("GECS"); and (iv) General Electric Company ("GE") This statement relates to shares held directly by GECFE. GE Capital is the parent company of GECFE. GECS is the parent company of GE Capital. GE is the parent company of GECS. An agreement among the Reporting Persons that this statement be filed on behalf of each of them is attached hereto as Exhibit A. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE. The address of the principal business office of GE Capital, GECFE and GECS is: c/o General Electric Capital Corporation 201 Merritt 7 Norwalk, CT 06851 6 GE's Principal business office is located at: 3135 Easton Turnpike Fairfield, CT 06431 ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION. (i) GECFE is a Delaware corporation; (ii) GE Capital is a Delaware corporation; (iii) GECS is a Delaware corporation; and (iv) GE is a New York corporation ITEM 2(D) TITLE OF CLASS OF SECURITIES. Common Stock, $0.0001 par value (the "Shares") ITEM 2(E) CUSIP NUMBER. 778669101 ITEM 3 REPORTING PERSON. Inapplicable. ITEM 4 OWNERSHIP. Ownership as of May 10, 2006 is incorporated by reference to items (5) - (9) and (11) of the cover page of the Reporting Person. Each of GE Capital, GECS and GE hereby disclaims beneficial ownership of the Shares. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. 7 ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10 CERTIFICATION. Not applicable. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 10, 2006 GE Capital CFE, Inc. By: /s/ Scott T. Parker -------------------------------------- Scott T. Parker, Vice President General Electric Capital Corporation By: /s/ Scott T. Parker -------------------------------------- Scott T. Parker, Vice President General Electric Capital Services, Inc. By: /s/ Barbara A. Lane -------------------------------------- Barbara A. Lane, Attorney-in-fact General Electric Company By: /s/ Barbara A. Lane --------------------------------------- Barbara A. Lane, Attorney-in-fact 9 EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G/A filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the Common Stock, $.0001 par value per share, Rotech Healthcare, Inc. is being filed on behalf of each of the undersigned. 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. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 10, 2006. GE Capital CFE, Inc. By: /s/ Scott T. Parker -------------------------------------- Scott T. Parker, Vice President General Electric Capital Corporation By: /s/ Scott T. Parker -------------------------------------- Scott T. Parker, Vice President General Electric Capital Services, Inc. By: /s/ Barbara A. Lane -------------------------------------- Barbara A. Lane, Attorney-in-fact General Electric Company By: /s/ Barbara A. Lane --------------------------------------- Barbara A. Lane, Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----