SC 13G/A 1 dsc13ga.htm AMENDMENT NO.4 TO SCHEDULE 13G Amendment No.4 to Schedule 13G

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Catalina Marketing Corp.


(Name of Issuer)

 

Common Stock


(Title of Class of Securities)

 

148867104


(CUSIP Number)

 

December 31, 2002


(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x

Rule 13d-1(b)

 

o

Rule 13d-1(c)

 

o

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. 148867104

 


 

 

1.

NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

 

 

Trustees of General Electric Pension Trust

 

I.R.S. # 14-6015763

 

 


 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 


 

 

3.

SEC USE ONLY

 

 

 

 


 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

State of New York

 

 


 

 








NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

 

 

 

None

 

 

 


 

6.

SHARED VOTING POWER

 

 

 

1,238,000

 

 

 


 

7.

SOLE DISPOSITIVE POWER.

 

 

 

None

 

 

 


 

8.

SHARED DISPOSITIVE POWER.

 

 

 

1,238,000

 

 

 

 


 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

1,238,000

 

 

 


 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

(SEE INSTRUCTIONS)

 

 

 

o

 

 

 


 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

                   2.27%  (9.59%  if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in the Introductory Note))

 

 

 


 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

EP

 

 

 


 

 

Page 2 of 8


CUSIP No. 148867104

 


 

 

1.

NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

 

 

GE Asset Management Incorporated, as Investment Manager of GEPT (as defined below) and as Investment Adviser to certain other entities and accounts

 

I.R.S. #06-1238874

 

 


 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

o

 

 

(b)

x

 

 


 

 

3.

SEC USE ONLY

 

 

 

 


 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

State of Delaware

 

 


 

 








NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

 

 

 

3,984,374

 

 

 


 

6.

SHARED VOTING POWER

 

 

 

1,238,000

 

 

 


 

7.

SOLE DISPOSITIVE POWER.

 

 

 

3,984,374

 

 

 


 

8.

SHARED DISPOSITIVE POWER.

 

 

 

1,238,000

 

 

 

 


 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

   5,222,374

 

 

 


 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

o

 

 

 


 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

          9.59%

 

 

 

 


 

12.

TYPE OF REPORTING PERSON *

 

 

 

IA, CO

 

 


Page 3 of 8


CUSIP No. 148867104

 


 

 

1.

NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

 

 

General Electric Company

 

I.R.S. #14-0689340

 

 


 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)

o

 

 

(b)

x

 

 


 

 

3.

SEC USE ONLY

 

 

 

 


 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

State of New York

 

 


 

 








NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER

 

 

 

0

 

 

 


 

6.

SHARED VOTING POWER

 

 

 

Disclaimed (see 9 below)

 

 

 


 

7.

SOLE DISPOSITIVE POWER.

 

 

 

0

 

 

 


 

8.

SHARED DISPOSITIVE POWER.

 

 

 

Disclaimed (see 9 below)

 

 

 

 


 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

Beneficial ownership of all shares disclaimed by General Electric Company

 

 

 


 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

(SEE INSTRUCTIONS)

 

 

 

x

Disclaimed (see 9 above)

 

 

 


 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

Not applicable (see 9 above)

 

 

 

 


 

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO


 

 

Page 4 of 8


 

INTRODUCTORY NOTE:  This Amendment No. 4 amends the Statement on Schedule 13G filed on behalf of General Electric Company, a New York corporation (“GE”), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE (“GEAM”), the Trustees of General Electric Pension Trust, a New York common law trust (“GEPT”), and certain other entities on February 17, 1999, as amended on February 14, 2000, as amended on February 14, 2001 and as amended on February 14, 2002 (as amended, the “Schedule 13G”).  This Amendment No. 4 is filed on behalf of GE, GEAM and GEPT.  GEAM is a registered investment adviser and acts as Investment Manager of GEPT and as Investment Adviser to certain other entities and accounts.  GEAM may be deemed to be the beneficial owner of 1,238,000 shares of Common Stock of Catalina Marketing Corp. (the “Issuer”) owned by GEPT and of 3,984,374 shares of Common Stock of the Issuer owned by such other entities and accounts.  GEAM and GEPT each expressly disclaim that they are members of a “group.”  GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.”

 

The Items from Schedule 13G are hereby amended to read as follows:

 

 

Item 4

Ownership:

 

 

 

 

GEPT

GEAM

GE

 

 

 

 

 

(a)

Amount beneficially owned

1,238,000

5,222,374

Disclaimed

 

 

 

 

 

(b)

Percent of class

2.27%

9.59%

Disclaimed

 

 

 

 

 

(c)

No. of shares to which person has

 

 

 

 

 

 

 

 

 

 

(i)

sole power to vote or direct the vote

None

3,984,374

None

 

 

 

 

 

 

 

(ii)

shared power to vote or direct the vote

1,238,000

1,238,000

Disclaimed

 

 

 

 

 

 

 

(iii)

sole power to dispose or to direct disposition

None

3,984,374

None

 

 

 

 

 

 

 

(iv)

shared power to dispose or to direct disposition

1,238,000

1,238,000

Disclaimed

 

 

 

Item 10

Certification:

 

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

Page 5 of 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.

Dated:  February 14, 2003

 

GENERAL ELECTRIC PENSION TRUST

 

By: GE Asset Management Incorporated,

 

its Investment Manager

 

 

 

By:

/s/ Michael M. Pastore

 

 


 

 

Name: Michael M. Pastore

 

 

Title:  Vice President

 

 

 

 

 

GE ASSET MANAGEMENT INCORPORATED

 

 

 

By:

/s/ Michael M. Pastore

 

 


 

 

Name: Michael M. Pastore

 

 

Title:  Vice President

 

 

 

 

 

GENERAL ELECTRIC COMPANY

 

 

 

By:

/s/ John H. Myers

 

 


 

 

Name: John H. Myers

 

 

Title: Vice President

 

 

Page 6 of 8


Schedule I

JOINT FILING AGREEMENT

                    This will confirm the agreement by and between all the undersigned that the Schedule 13G on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common Stock of Catalina Marketing Corp. is being filed on behalf of each of the undersigned.

Dated:  February 14, 2003

 

GENERAL ELECTRIC PENSION TRUST

 

By: GE Asset Management Incorporated,

 

its Investment Manager

 

 

 

By:

/s/ Michael M. Pastore

 

 


 

 

Name: Michael M. Pastore

 

 

Title:  Vice President

 

 

 

 

 

GE ASSET MANAGEMENT INCORPORATED

 

 

 

By:

/s/ Michael M. Pastore

 

 


 

 

Name: Michael M. Pastore

 

 

Title:  Vice President

 

 

 

 

 

GENERAL ELECTRIC COMPANY

 

 

 

By:

/s/ John H. Myers

 

 


 

 

Name: John H. Myers

 

 

Title: Vice President

 

 

Page 7 of 8


Schedule II

TRUSTEES OF GENERAL ELECTRIC PENSION TRUST

 

 

3003 Summer Street, P.O. Box 7900

Stamford, Connecticut 06904

 

 

The names of the Trustees of General Electric Pension Trust are as follows:

 

 

 

 

 

Eugene K. Bolton

 

 

Michael J. Cosgrove

 

 

Ralph R. Layman

 

 

Alan M. Lewis

 

 

Robert A. MacDougall

 

 

John H. Myers

 

 

Donald W. Torey

 

 

John J. Walker

 

 

Page 8 of 8