-----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, RF9KcPg2z+FicxNsw9wh/nghaJA9ox9uUw66xqoA5nIz8kQ8DnpFfaEdqgXWTvqJ 1dwgW4pF7pTrptLZajUhqg== 0001142207-02-000015.txt : 20020414 0001142207-02-000015.hdr.sgml : 20020414 ACCESSION NUMBER: 0001142207-02-000015 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020214 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIASOURCE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001111789 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 222966853 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60841 FILM NUMBER: 02549287 BUSINESS ADDRESS: STREET 1: 200 EAST BROWARD BLVD STREET 2: STE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 8006830253 MAIL ADDRESS: STREET 1: 1001 WEST CYPRESS CREEK ROAD STREET 2: SUITE 118 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 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 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 1 viasource13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* VIASOURCE COMMUNICATIONS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 92553W107 (CUSIP Number) December 31, 2001 (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 92553W107 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Electric Capital Corporation 13-1500700 - -------------- ----------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------- ----------------------------------------------------------------- 3. SEC USE ONLY - -------------- ----------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------- ----------------------------------------------------------------- 5. SOLE VOTING POWER 4,407,267 Number of Shares ------------------------------------------------------- Beneficially Owned by 6. SHARED VOTING POWER 0 Each Reporting Person With ------------------------------------------------------- 7. SOLE DISPOSITIVE POWER 4,407,267 ------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,407,267 - -------------- ----------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------- ----------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.3% - -------------- ----------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------- ----------------------------------------------------------------- CUSIP No. 92553W107 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). ................................................................. General Electric Capital Services, Inc. 06-1109503 - -------------- ----------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------- ----------------------------------------------------------------- 3. SEC USE ONLY - -------------- ----------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------- ----------------------------------------------------------------- 5. SOLE VOTING POWER Disclaimed (see 9 below) Number of Shares ------------------------------------------------------- Beneficially Owned by 6. SHARED VOTING POWER Each Reporting Person Disclaimed (see 9 below) With ------------------------------------------------------- 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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------- ----------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Not applicable (See 9 above) - -------------- ----------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------- ----------------------------------------------------------------- CUSIP No. 92553W107 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). ................................................................. General Electric Company 14-0689340 - -------------- ----------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------- ----------------------------------------------------------------- 3. SEC USE ONLY - -------------- ----------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------- ----------------------------------------------------------------- 5. SOLE VOTING POWER Disclaimed (see 9 below) Number of Shares ------------------------------------------------------- Beneficially Owned by 6. SHARED VOTING POWER Each Reporting Person Disclaimed (see 9 below) With ------------------------------------------------------- 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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------- ----------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Not applicable (see 9 above) - -------------- ----------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------- ----------------------------------------------------------------- Item 1. Name of Issuer and Address of Issuer's Principal Executive Offices: (a) and (b) This statement relates to the shares of Common Stock, no par value per share (the "Common Stock"), and warrants (the "Warrants") to purchase Common Stock, of ViaSource Communications, Inc., a New Jersey corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 200 East Broward, Suite 2100, Ft. Lauderdale, FL 35301. Item 2. Name of Person Filing: (a)-(c) This statement is being filed by: 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") The agreement among each of GE Capital, GECS and GE that this statement be filed on behalf of each of them is attached hereto as Exhibit A. GE Capital is a subsidiary of GECS, and GECS is a subsidiary of GE. GE Capital's and GECS' principal business office are located at 260 Long Ridge Road, Stamford, Connecticut 06927. GE's principal business office is located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. (d)-(e) This statement relates to the Common Stock and Warrants to purchase Common Stock of the Issuer. The CUSIP No. for such shares of Common Stock is 92553W107. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. Item 4. Ownership. (a)-(c) The response of GE Capital, GECS and GE to Items 5, 6, 7, 8, 9 and 11 on each of their respective Cover Sheets which relate to the beneficial ownership of the Common Stock and Warrants of the Issuer is incorporated herein by reference. Each of GECS and GE hereby expressly disclaims beneficial ownership of the Common Stock and Warrants owned by GE Capital. 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. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. 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. Dated: February 14, 2002 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Preston Abbott Name: Preston Abbott Title: Duly Authorized Signatory GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Preston Abbott Name: Preston Abbott Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Preston Abbott Name: Preston Abbott Title: Attorney-in-Fact EXHIBIT INDEX Exhibit Description A Joint Filing Agreement, dated February 14, 2002, among GE Capital, GECS and GE, to file joint statement on Schedule 13G. B Power of Attorney, dated as of February 22, 2000, appointing Preston Abbott as attorney-in-fact for General Electric Company C Power of Attorney, dated as of February 22, 2000, appointing Preston Abbott as attorney-in-fact for General Electric Capital Services, Inc. EX-99.1 3 ex1.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of Common Stock, no par value per share and Warrants to purchase Common Stock of ViaSource Communications, 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. Dated: February 14, 2002 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Preston Abbott Name: Preston Abbott Title: Duly Authorized Signatory GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Preston Abbott Name: Preston Abbott Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Preston Abbott Name: Preston Abbott Title: Attorney-in-Fact EX-99.2 4 ex2.txt POWER OF ATTORNEY EXHIBIT B POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Leon E. Roday Michael A. Gaudino Robert O. O'Reilly, Sr. Preston Abbott Murry K. Stegelmann James Ungari J. Gordon Smith Michael E. Praille Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries; And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2002. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 22nd day of February, 2000. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - ------------------------ Robert E. Healing, Attesting Secretary EX-99.3 5 ex3.txt POWER OF ATTORNEY EXHIBIT C POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Robert O. O'Reilly, Sr. Murry K. Stegelmann James Ungari Preston Abbott Leon E. Roday J. Gordon Smith Michael E. Praille Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2002. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 22nd day of February, 2000. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton -------------------- Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - ----------------------------- Brian T. McAnaney, Assistant Attesting Secretary -----END PRIVACY-ENHANCED MESSAGE-----