-----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, Gn4djSHqv7bdoimrggXBwpGOMb4MzVixN3NTOZvGXd0tYm7wPYGS2wuFLPkrOINn Ya9g7KmSePeJfqVJJ+pTYw== /in/edgar/work/20000921/0000927016-00-003416/0000927016-00-003416.txt : 20000924 0000927016-00-003416.hdr.sgml : 20000924 ACCESSION NUMBER: 0000927016-00-003416 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000921 GROUP MEMBERS: ALUWILL ACQUISITION CORP GROUP MEMBERS: CAREY INTERNATIONAL INC GROUP MEMBERS: CHARTWELL INVESTMENTS II LLC GROUP MEMBERS: FORD MOTOR COMPANY GROUP MEMBERS: LIMOUSINE HOLDINGS, LLC GROUP MEMBERS: VINCENT A. WOLFINGTON GROUP MEMBERS: VIP HOLDINGS II, LLC GROUP MEMBERS: VIP HOLDINGS III, LLC GROUP MEMBERS: VIP HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: [4100 ] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-51263 FILM NUMBER: 726621 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: [4100 ] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-51263 FILM NUMBER: 726622 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: [4100 ] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: [4100 ] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW STREET 2: STE 500 CITY: WASHINGTON STATE: DC ZIP: 20016 SC TO-T/A 1 0001.txt SCHEDULE TO-T/A AMENDMENT #6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) CAREY INTERNATIONAL, INC. (Name of Subject Company) ALUWILL ACQUISITION CORP. CAREY INTERNATIONAL, INC. (Offerors Filing Schedule) CHARTWELL INVESTMENTS II LLC LIMOUSINE HOLDINGS, LLC VIP HOLDINGS, LLC VIP HOLDINGS II, LLC VIP HOLDINGS III, LLC FORD MOTOR COMPANY VINCENT A. WOLFINGTON (Affiliates of Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 141750109 (CUSIP Number of Class of Securities) VINCENT A. WOLFINGTON TODD R. BERMAN CHAIRMAN AND CHIEF EXECUTIVE OFFICER PRESIDENT CAREY INTERNATIONAL, INC. CHARTWELL INVESTMENTS II LLC 4530 WISCONSIN AVE., N.W., FIFTH FLOOR 717 FIFTH AVENUE, 23RD FLOOR WASHINGTON, D.C. 20016 NEW YORK, NEW YORK 10022 (202) 895-1200 (212) 521-5500 (Name, Address and Telephone Number of Person (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Authorized to Receive Notices and Communications on Behalf of Carey International, Inc.) Behalf of the Offerors)
WITH A COPY TO: JOHN P. DRISCOLL, JR. RUSSELL W. PARKS, JR. JAMES E. DAWSON PAUL A. BELVIN NUTTER, MCCLENNEN & FISH, LLP AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. ONE INTERNATIONAL PLACE 1333 NEW HAMPSHIRE AVENUE, N.W., SUITE 400 BOSTON, MA 02110 WASHINGTON, DC 20036 (617) 439-2000 (202) 887-4000
CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee* - -------------------------------------------------------------------------------- $214,868,310 $42,973.66 - -------------------------------------------------------------------------------- * Estimated for purposes of calculating amount of filing fee only. This amount assumes the purchase of all outstanding shares of common stock (the "Shares") of Carey International, Inc. at the tender offer price of $18.25 per Share. As of July 24, 2000, there were (1) 9,848,729 Shares issued and outstanding and (2) unexercised options and warrants to acquire 1,924,877 Shares with an exercise price of less than $18.25 per Share. Based on the foregoing, the transaction value is equal to the product of (1) the sum of 9,848,729 Shares outstanding and 1,924,877 Shares subject to options and warrants to purchase Shares with an exercise price of less than $18.25 per Share, and (2) $18.25 per Share. The amount of the filing fee, calculated in accordance with Section 14(g) and Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previous Paid: $42,973.66 Filing Party: Carey International, Inc. Form or Registration No.: Schedule TO Date Filed: August 3, 2000 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] Third-party tender offer subject to Rule 14d-1. [X] Issuer tender offer subject to Rule 13e-4. [X] Going-private transaction subject to Rule 13e-3. [_] Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment regarding the results of the tender offer: [X] 2 This Amendment No. 6 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Commission") on August 3, 2000, as amended by Amendment No. 1 thereto filed with the Commission on September 1, 2000, Amendment No. 2 thereto filed with the Commission on September 7, 2000, Amendment No. 3 thereto filed with the Commission on September 13, 2000, and Amendment No. 4 thereto filed with the Commission on September 15, 2000 and Amendment No. 5 thereto filed with the Commission on September 18, 2000 (the "Schedule TO"), by Carey International, Inc., a Delaware corporation ("Carey International"), and Aluwill Acquisition Corp., a Delaware corporation ("Acquisition Company"), VIP Holdings, LLC, a Delaware limited liability company, VIP Holdings II, LLC, a Delaware limited liability company, VIP Holdings III, LLC, a Delaware limited liability company, Limousine Holdings, LLC, a Delaware limited liability company ("Parent"), Chartwell Investments II LLC, a Delaware limited liability company ("Chartwell"), Ford Motor Company, a Delaware corporation ("Ford"), and Vincent A. Wolfington. Carey International and Acquisition Company are collectively referred to herein as the "Offerors." VIP Holdings, LLC, VIP Holdings II, LLC and VIP Holdings III, LLC (collectively, "Holdings") and Parent, Chartwell and Ford are affiliates of Acquisition Company (the "Affiliates"). The Schedule TO relates to the offer by the Offerors to purchase all of the outstanding shares of Carey International's common stock, par value $0.01 per share, at a price of $18.25, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 3, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal"), which, as each may be amended and supplemented from time to time, together constitute the "Offer." Capitalized terms used by not defined herein have the meanings assigned to such terms in the Offer to Purchase. ITEMS 1, 4 AND 6. Items 1, 4 and 6 of the Schedule TO are hereby amended and supplemented as follows: The Offer expired at 4:30 p.m. New York City time on Tuesday, September 19, 2000. Pursuant to the Offer, based upon a report from the Depositary, on September 20, 2000, the Offerors accepted for payment 9,765,599 Shares, representing approximately 99% of the outstanding Shares (including shares delivered pursuant to guaranteed delivery). On September 20, 2000, the Offerors also issued a press release announcing the completion of the Offer. A copy of the press release is being filed herewith as Exhibit (a)(5)(xii) and is incorporated herein by reference. Finally, on September 20, 2000, Parent completed the acquisition of Carey International through the short form merger between Carey International and Acquisition Company in which shares of Carey International that were not tendered were converted into the right to receive $18.25 per share in cash. -3- SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 21, 2000 Carey International, Inc. By:/s/ Vincent A. Wolfington ----------------------------------- Name: Vincent A. Wolfington Title: Chairman and Chief Executive Officer Aluwill Acquisition Corp. By: /s/ Todd Berman ----------------------------------- Name: Todd Berman Title: President Limousine Holdings, LLC By: /s/ Todd Berman ----------------------------------- Name: Todd Berman Title: Manager VIP Holdings, LLC By: /s/ Todd Berman ----------------------------------- Name: Todd Berman Title: Manager VIP Holdings II, LLC By: /s/ Todd Berman ----------------------------------- Name: Todd Berman Title: Manager VIP Holdings III, LLC By: /s/ Todd Berman ----------------------------------- Name: Todd Berman Title: Manager -4- Chartwell Investments II LLC By: /s/ Todd Berman ----------------------------------- Name: Todd Berman Title: Manager Ford Motor Company By: /s/ Kathryn S. Lamping ----------------------------------- Name: Kathryn S. Lamping Title: Assistant Secretary /s/ Vincent A. Wolfington ----------------------------------- Vincent A. Wolfington -5- EXHIBIT INDEX (a)(1)(i)* Offer to Purchase. (a)(1)(ii)* Letter of Transmittal. (a)(2)** Letter to Stockholders from Vincent A. Wolfington, Chairman and Chief Executive Officer of Carey International, dated August 3, 2000. (a)(3)* See exhibit (a)(1)(i). (a)(4) Not applicable. (a)(5)(i)* Notice of Guaranteed Delivery. (a)(5)(ii)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)(iii)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)(iv)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(5)(v)* Press Release dated July 19, 2000. Incorporated by reference to Carey International's Schedule TO-C filed on July 19, 2000. (a)(5)(vi)* Letter to Employees, Subsidiaries and Licensees dated July 20, 2000. Incorporated by reference to Carey International's Schedule TO-C filed on July 20, 2000. (a)(5)(vii)* Summary Advertisement dated August 3, 2000. (a)(5)(viii)* Press Release dated August 31, 2000. (a)(5)(ix)* Press Release dated September 7, 2000. (a)(5)(x)* Press Release dated September 15, 2000. (a)(5)(xi)* Press Release dated September 18, 2000. (a)(5)(xii) Press Release dated September 20, 2000. (b)(i)* Senior Credit Facility Commitment Letter, dated July 12, 2000, by and among Chartwell, First Union National Bank, Fleet National Bank, First Union Securities and Fleet Robertson Stephens Inc. (b)(ii)* Senior Subordinated Note Commitment Letter, dated July 12, 2000, by and among Chartwell, GarMark Advisors L.L.C. and First Union Investors, Inc. (b)(iii)* Form of Loan Agreement by and between Acquisition Company and Carey International. (c)(1)** Opinion of Benedetto, Gartland & Company, Inc., dated July 15, 2000. (c)(2)* Presentation by Benedetto, Gartland & Company, Inc., made to Carey International's Board of Directors on July 15, 2000. (c)(3)** Opinion of Friedman Billings Ramsey & Co., Inc., dated July 15, 2000. (c)(4)* Presentation of Friedman Billings Ramsey & Co., Inc., made to the Special Committee of the Board of Directors on July 15, 2000. (d)(i)* Agreement and Plan of Merger, dated as of July 19, 2000, by and among Carey International, Acquisition Company, Parent and Eranja Acquisition Sub, Inc. and certain exhibits thereto. Incorporated by reference to Exhibit 2.1 to Carey International's Current Report on Form 8-K dated July 19, 2000 and filed on July 26, 2000. -6- (d)(ii)* Stock Option Agreement, dated as of July 19, 2000, by and among Parent, Acquisition Company and Carey International. Incorporated by reference to Exhibit 4.1 to Carey International's Current Report on Form 8-K dated July 19, 2000 and filed on July 26, 2000. (d)(iii)* Employment Agreement, dated as of May 12, 2000, by and between Carey International and Vincent A. Wolfington. (d)(iv)* Employment Agreement, dated as of May 12, 2000, by and between Carey International and Don R. Dailey. (d)(v)* Severance, Change of Control and Noncompetition Agreement, dated as of May 12, 2000, by and between Carey International and David H. Haedicke. (d)(vi)* Severance, Change of Control and Noncompetition Agreement, dated as of May 12, 2000, by and between Carey International and Devin J. Murphy. (d)(vii)* Severance, Change of Control and Noncompetition Agreement, dated as of May 12, 2000, by and between Carey International and Sally A. Snead. (d)(viii)* Severance, Change of Control and Noncompetition Agreement, dated as of May 12, 2000, by and between Carey International and Guy C. Thomas. (d)(ix)* Severance, Change of Control and Noncompetition Agreement, dated as of May 12, 2000, by and between Carey International and Eugene S. Willard. (d)(x)* Severance, Change of Control and Noncompetition Agreement, dated as of May 12, 2000, by and between Carey International and John C. Wintle. (d)(xi)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Vincent A. Wolfington. (d)(xii)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Don R. Dailey. (d)(xiii)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Richard A. Anderson, Jr. (d)(xiv)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and David H. Haedicke. (d)(xv)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Gary L. Kessler. (d)(xvi)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Devin J. Murphy. (d)(xvii)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Sally A. Snead. (d)(xviii)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Guy C. Thomas. (d)(xix)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and Eugene S. Willard. (d)(xx)* Agreement to enter into Option Exercise/Cancellation Agreement, dated as of July 19, 2000, by and between Acquisition Company and John C. Wintle. (e)(i)* Form of Letter Agreement to be entered into by and between Chartwell and Acquisition Company. -7- (e)(ii)* Form of Management Consulting Agreement to be entered into by and between Carey International and Chartwell. (e)(iii)* Form of Management Consulting Agreement to be entered into by and between Carey International and Ford. (f)** Section 262 of the Delaware General Corporation Law regarding Appraisal Rights. (g) Not applicable. (h) Not applicable. ____________ * Previously filed. ** Included in copies of the Offer to Purchase (Exhibit (a)(1)(i)). -8- EX-99 2 0002.txt PRESS RELEASE Exhibit 99 Exhibit (a)(5)(xii) PRESS RELEASE Tender Offer for Carey International, Inc. Common Stock Completed WASHINGTON, D.C., Sept. 20 /PRNewswire/ -- Carey International, Inc. (Nasdaq: CARY - news) and Aluwill Acquisition Corp., an entity that is affiliated with Chartwell Investments II and Ford Motor Company, today announced the successful completion of the cash tender offer for all outstanding shares of common stock of Carey International, Inc. The tender offer, which commenced on August 3, 2000, expired at 4:30 p.m. New York City time on Tuesday, September 19, 2000 The offerors have been advised by United States Trust Company of New York, the Depositary for the tender offer, that a total of 9,765,599 shares of Carey International common stock had been validly tendered and not withdrawn (including guaranteed deliveries) prior to the expiration of the offer. The number of shares tendered and not withdrawn represents approximately 99% of the outstanding shares of Carey International. Payment for these shares will be made promptly. The offerors will complete the acquisition of Carey International on or about September 20, 2000 through a short-form merger in which shares of common stock not tendered will be converted into the right to receive $18.25 per share in cash. A letter of transmittal to be used for surrendering certificates in exchange for the cash payment will be sent to holders who did not tender their shares in the offer. Vincent A. Wolfington, Chairman and CEO of Carey International stated, "We believe that this transaction is very positive for Carey International and its stockholders. A cornerstone of Carey International's strategy is relationship marketing, and thus, we welcome the opportunity to solidify our longstanding strategic relationship with Ford Motor Company. We also are eager to partner with Chartwell and look forward to benefiting from their experience in developing growth companies. Todd Berman, President of Chartwell, commented, "We are excited about our new business relationship with Carey International's management team and Ford's participation as a minority shareholder. Carey International is a unique franchise - the undisputed leader in chauffeured vehicle services worldwide. The growth of the travel industry, coupled with the company's outstanding reputation for superior service, should enable Carey International to sustain its record of double-digit earnings growth. Chartwell is very enthusiastic about this opportunity." ABOUT CHARTWELL INVESTMENTS II Chartwell is a New York City based private equity firm which invests in growth financings and management buyouts of leading middle market companies. Chartwell recently completed the 1 $200 million acquisition of Playcore, Inc., a major playground equipment and backyard products company, as well as the $340 million recapitalization of Bell Sports Corp., the foremost company in bicycle helmets and accessories. ABOUT FORD MOTOR COMPANY Ford Motor Company is a Delaware corporation that designs and manufactures cars and trucks and sells them throughout the world. ABOUT CAREY INTERNATIONAL, INC. Carey International is the world's largest chauffeured vehicle services company. The company provides chauffeured sedan, limousine, van and minibus service through a worldwide network of owned and operated companies, licensees and affiliates serving 480 cities in 75 countries. 2 -----END PRIVACY-ENHANCED MESSAGE-----