-----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, EO1hY9nkmvHH/3C5Bar1tDNWALah5BOnmXrmZ1tJ6RTDnsu7rAGp56BhJCQ5unUE HV7g0QrWRbSS4OIRCoqBSQ== 0001104659-04-017026.txt : 20040616 0001104659-04-017026.hdr.sgml : 20040616 20040616132910 ACCESSION NUMBER: 0001104659-04-017026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040614 FILED AS OF DATE: 20040616 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE DENTAL CENTERS INC CENTRAL INDEX KEY: 0001018152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 760486898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: STE 1300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7134798000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13263 FILM NUMBER: 04865855 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 NAME: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13263 FILM NUMBER: 04865853 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL SERVICES INC/CT CENTRAL INDEX KEY: 0000797463 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13263 FILM NUMBER: 04865854 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 4 1 a4.xml 4 X0202 4 2004-06-14 1 0001018152 CASTLE DENTAL CENTERS INC CASL.OB 0000040554 GENERAL ELECTRIC CAPITAL CORP 260 LONG RIDGE ROAD STAMFORD CT 06927 0 0 1 0 0000797463 GENERAL ELECTRIC CAPITAL SERVICES INC/CT 260 LONG RIDGE ROAD STAMFORD CT 06927 0 0 1 0 0000040545 GENERAL ELECTRIC CO 260 LONG RIDGE ROAD STAMFORD CT 06927 0 0 1 0 Series B Preferred Stock 2004-06-14 4 U 0 5644 327.59 D 2003-05-15 Common Stock 11761447 0 D Series A-1 Convertible Preferred Stock 2004-06-14 4 U 0 119520 28.72 D 2002-07-19 Common Stock 21834324 0 D Warrant for A-2 0.001 2004-06-14 4 U 0 1 315425.75 D 2002-07-19 2012-07-19 Common Stock 2006595 0 D Each share of Series B Preferred Stock ("Series B") was convertible into the number of shares of Castle Dental Centers, Inc. ("Company") Common Stock determined by dividing 100 by 0.04798729 initially, or 2,083.9 shares of Company Common Stock, subject to adjustment in accordance with the terms provided in the Certificate of Designations, Rights and Preference of Series B Preferred Stock of the Company. The disposition reported herein occurred on June 14, 2004, in conjunction with a merger between the Company, Bright Now! Dental, Inc. and Drawbridge Acquisitions, Inc. (the "Merger"). Upon consummation of the Merger, each share of Series B held by General Electric Capital Corporation ("GECC") converted into the right to receive a cash payment, without interest, equal to the product of $0.1572 multiplied by the number of shares of Company Common Stock into which such share of Series B was convertible at the time of the Merger, for aggregate consideration upon disposition equal to $1,848,899.47. The Series B and the Series A-1 Convertible Preferred Stock ("Series A-1") have no expiration date. Each share of Series A-1 was convertible into the number of shares of Company Common Stock determined by dividing 100 by 0.547395001 initially, or 182.7 shares of Company Common Stock, subject to adjustment in accordance with the terms provided in the Certificate of Designations, Rights and Preference of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Company (the "Series A Certificate of Designation"). Upon consummation of the Merger, each share of Series A-1 held by GECC converted into the right to receive a cash payment, without interest, equal to the product of $0.1572 multiplied by the number of shares of Company Common Stock into which such share of Series A-1 was convertible at the time of the Merger, for aggregate consideration upon disposition equal to $3,432,355.73. This warrant was exercisable for 10,984 shares of Series A-2 Convertible Preferred Stock ("Series A-2") of the Company, which was convertible into the number of shares of Company Common Stock determined by dividing 100 by 0.547395001 initially, or 182.7 shares of Company Common Stock, subject to adjustment in accordance with the Series A Certificate of Designation. Pursuant to the Merger and upon the payment of the exercise price of $0.001 per share of Series A-2 into which the Warrant was exercisable, the Warrant reported herein was converted into the right to receive a cash payment, without interest, equal to the number of shares of Series A-2 into which the Warrant was exercisable, multiplied by the product of $0.1572 multiplied by the number of shares of Company Common Stock into which such share of Series A-2 was convertible at the time of the Merger, for aggregate consideration upon disposition equal to $315,425.75. General Electric Capital Corporation, by /s/ Frederick E. Wolfert, Vice President 2004-06-16 General Electric Capital Services, Inc., by /s/ Barbara Lane, Attorney-in-Fact 2004-06-16 General Electric Company, by /s/ Barbara Lane, Attorney-in-Fact 2004-06-16 -----END PRIVACY-ENHANCED MESSAGE-----