UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Neff Corp.
__________________
(Name of Issuer)
Class A Common Stock
________________________________
(Title of Class of Securities)
0006400941
________________
(CUSIP Number)
Kevin P. Fitzgerald, 3750 NW 87th Avenue, Miami, Florida 33178
(305 513-3350)
________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 2000
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. [x]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be
sent.
<PAGE>
CUSIP No. 0006400941 Schedule 13D Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Kevin P. Fitzgerald
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER: 432,610
8 SHARED VOTING POWER 900,000
9 SOLE DISPOSITIVE POWER 432,610
10 SHARED DISPOSITIVE POWER 900,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,332,610
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
8.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Item 1 Security and Issuer
(a) Title of class of securities
This statement on Schedule 13D relates to the shares of
Class A Common Stock of Neff Corp. (the "Company").
(b) Name and Address of Issuer's Principal Executive
Offices
Neff Corp.
3750 N.W. 87th Avenue
Miami, FL 33178
Item 2 Identity and Background
(a) Name
The person filing this Schedule 13D is Kevin P.
Fitzgerald.
(b) Business Address
The principal business address for Mr. Fitzgerald is:
3750 N.W. 87th Avenue
Miami, FL 33178
(c) Present principal occupation
Mr. Fitzgerald is the President and Chief Executive
Officer of the Company. Mr. Fitzgerald is also a
member of the board of directors of the Company. The
principal business address for the Company is:
3750 N.W. 87th Avenue
Miami, FL 33178
(d) Conviction in a criminal proceeding
Mr. Fitzgerald has never been convicted in a criminal
proceeding.
(e) Party to a civil proceeding
Mr. Fitzgerald has never been a party to a civil
proceeding of a judicial or administrative body as a
result of which he was or is subject to a judgment,
decree
<PAGE>
or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding of any violation
with respect to such laws.
(f) Citizenship
Mr. Fitzgerald is a United States citizen.
Item 3 Source and Amount of Funds or Other Consideration
Mr. Fitzgerald beneficially owns 8,000 shares of
Class A Common Stock. The funds used to purchase these shares
came from Mr. Fitzgerald's personal funds. Mr. Fitzgerald is
also a limited partner of Santos Fund I, L.P. ("Santos"), which
owns 900,000 shares of Class A Common Stock. The funds used to
purchase these shares came from Santos' working capital. Mr.
Fitzgerald also beneficially owns 424,610 shares of Class A
Common Stock issuable upon the exercise of outstanding options
to purchase Class A Common Stock.
In accordance with Rule 13d-1(e) of the Exchange Act,
Mr. Fitzgerald originally filed a statement on Schedule 13D
(the "Original Schedule 13D") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") because an entity
controlled by Mr. Fitzgerald, Neff Investors, Inc., a Delaware
corporation ("Neff Investors"), delivered a letter, dated
February 18, 2000, to the Board of Directors of the Company
pursuant to which Neff Investors made a non-binding offer to
acquire all of the outstanding voting securities of the Company
(the "February Letter"). Mr. Fitzgerald is filing this
Amendment No. 1 to the Original Schedule 13D because Neff
Investors made a new proposal on April 14, 2000, to acquire the
Company (the "April Letter").
Item 4 Purpose of Transaction
Mr. Fitzgerald purchased the shares of Class A Common
Stock which are the subject of this Schedule 13D for the
purposes of investment. Pursuant to the February Letter
(attached as Exhibit 1 to the Original Schedule 13D), Neff
Investors indicated a preliminary interest in acquiring the
Company in a merger in which the Company's public stockholders
would receive $9.00 per share in cash in exchange for their
Class A Common Stock (the "Transaction"). As part of the
Transaction, Neff Investor's proposed that 40% of the Class A
Common Stock beneficially owned by Jorge Mas, Juan Carlos Mas
and Jose Ramon Mas (collectively, the "Mas Group") would be
acquired in the merger in exchange for $9.00 per share in cash
and the remaining 60% of the Class A Common Stock held by the
Mas Group would be exchanged for preferred stock in the
surviving corporation in the merger. The Mas Group
beneficially owns approximately 40% of the outstanding Class A
Common Stock of the Company.
The February Letter provided that Neff Investors
intended to obtain the required financing for the transaction
through debt and equity financing arrangements. These
<PAGE>
arrangements were not finalized, and the financiers referred to
in the February Letter did not commit to provide financing for
the Transaction.
According to the February Letter, consummation of the
Transaction would be subject to, among other things: (i) the
negotiation and execution of definitive acquisition
documentation, (ii) the receipt by Neff Investors, on
satisfactory terms, of all financing necessary to complete the
Transaction, (iii) satisfactory completion of due diligence and
(iv) the approval of the Company's Board of Directors.
The Transaction would have involved one or more of
the following: (i) the acquisition by Neff Investors of Class
A Common Stock and/or Class B Common Stock of the Company, (ii)
an extraordinary corporate transaction involving the Company,
(iii) a material change in the present capitalization of the
Company, (iv) changes in the Company's charter and by-laws, (v)
causing a class of securities of the Company to be delisted
from a national securities exchange and (vi) causing a class of
securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
As described in the April Letter, attached hereto as
Exhibit 1, from Mr. Fitzgerald and General Electric Capital
Corporation, a New York corporation ("GE Capital"), each on
behalf of Neff Investors, to the Company, Neff Investors made a
new proposal with respect to a transaction in which Neff
Investors would acquire the Company in a merger (the "Company
Merger"). Pursuant to the proposed terms of the Company Merger,
(i) each publicly held share of the Class A Common Stock
(excluding shares held by the Mas Group) would be acquired for a
cash price of $9.00 per share (the "Cash Price"); (ii) 30% of the
shares of Class A Common Stock collectively held by the Mas Group
would be acquired for the Cash Price per share and (iii) the
balance of the Class A Common Stock held by the Mas Group would
be converted to a new class of common stock of the Company on the
terms described in the April Letter. The transactions described
in the April Letter are referred to herein as the "Proposed
Transaction." In connection with the Proposed Transaction, the
Class A Common Stock would be delisted from the New York Stock
Exchange and would be deregistered under the Exchange Act.
The April Letter provided that the Proposed Transaction
would be subject to certain conditions, including, among others:
(i) completion of the financing arrangements necessary to
consummate the Proposed Transaction, (ii) approval by the
Company's Board of Directors and (iii) the negotiation and
execution of definitive agreements providing for the Proposed
Transaction and the satisfaction of the conditions set forth
therein, including a mutually satisfactory definitive merger
agreement which would contain customary terms and conditions for
a transaction of the type proposed.
Attached to the April Letter is a letter between GE
Capital and Jorge Mas relating to the Mas Group's participation
in the Proposed Transaction.
The proposal contained in the April Letter expired by
its terms on April 19, 2000. In a letter dated April 19, 2000,
from Cadwalader, Wickersham & Taft, counsel to the Special
<PAGE>
Committee of the Board of Directors of the Company (the "Neff
Special Committee"), to Mr. Fitzgerald and GE Capital (the
"Special Committee Letter"), attached hereto as Exhibit 2,
Mr. Fitzgerald and GE Capital were notified that the Neff Special
Committee has instructed its legal and financial advisors to work
with them towards the prompt completion of the Proposed
Transaction. On April 20, 2000, Mr. Fitzgerald and GE Capital
notified counsel to the Neff Special Committee by letter dated
such date (the "Subsequent Letter"), attached hereto as
Exhibit 3, that despite the expiration of the proposal set forth
in the April Letter, Mr. Fitzgerald and GE Capital are prepared
to work with the Neff Special Committee's legal and financial
advisors towards the completion of the transaction on terms and
conditions mutually satisfactory to the parties. The Subsequent
Letter stated that these conditions will include, among others:
(i) the receipt of necessary financing, (ii) the negotiation and
execution of mutually acceptable acquisition documentation and
(iii) the approvals of the Boards of Directors of the Company and
GE Capital.
Mr. Fitzgerald expects to evaluate on an ongoing basis
the Company's financial condition, business, operations and
prospects, market price of the Class A Common Stock, conditions
in securities markets generally, general economic and industry
conditions and other factors. Accordingly, Mr. Fitzgerald may
change his plans and intentions at any time, as he deems
appropriate, and may or may not submit a new or revised proposal
with respect to the Company and reserves the right to terminate,
modify or withdraw the proposal contained in the Subsequent
Letter. In particular, Mr. Fitzgerald may at any time and from
time to time acquire shares of the Class A Common Stock or
securities convertible or exchangeable for Class A Common Stock
or dispose of shares of Class A Common Stock. Any such
transactions may be effected at any time and from time to time
subject to the Company's trading policy and any applicable
limitations of the Securities Act of 1933, as amended, and the
Exchange Act. The descriptions of the April Letter, the Special
Committee Letter and the Subsequent Letter contained in this
Amendment No. 1 to the Original Schedule 13D are qualified in
their entirety by reference to the April Letter (attached hereto
as Exhibit 1), the Special Committee Letter (attached hereto as
Exhibit 2) and the Subsequent Letter (attached hereto as Exhibit
3), respectively.
Except as described above and elsewhere herein, neither
Mr. Fitzgerald nor Neff Investors has a present plan or
proposal which relates to, or could result in, the occurrence
of any of the events referred to in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5 Interest in Securities of the Issuer
(a) Amount Beneficially Owned and Percent of Class
Mr. Fitzgerald beneficially owns a total of 1,332,610
shares of the Class A Common Stock, par value $.01 of Neff Corp.
(the "Shares"). Mr. Fitzgerald beneficially owns 8.3% of the
Class A Common Stock of Neff Corp.
(b) Number of shares as to which such person has:
<PAGE>
(i) sole power to vote or to direct the vote
Mr. Fitzgerald has the sole power to direct the
vote of an aggregate of 432,610 Shares.
(ii) shared power to vote or to direct the vote
Mr. Fitzgerald shares power to direct the vote of
900,000 Shares.
(iii) sole power to dispose or to direct the disposition
of
Mr. Fitzgerald has the sole power to dispose of
432,610 Shares.
(iv) shared power to dispose or to direct the
disposition of
Mr. Fitzgerald shares power to dispose of
900,000 Shares.
(c) Recent transactions
Not applicable.
(d) Right to receive dividends of proceeds
Not applicable.
Item 6 Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the
Issuer
As described in Item 4 of this Amendment No. 1 to the
Original Schedule 13D, the February Letter (attached as Exhibit
1 to the Original Schedule 13D) contained a non-binding offer
to acquire all of the outstanding securities of the Company.
The February Letter was a preliminary indication of interest in
consummating a transaction and not a binding commitment with
respect to a transaction.
As described in Item 4 of this Amendment No. 1 to the
Original Schedule 13D, the April Letter (attached hereto as
Exhibit 1), which expired on April 19, 2000, contained a
proposal by Mr. Fitzgerald and GE Capital, each on behalf of
Neff Investors, to the Board of Directors of the Company with
respect to the Proposed Transaction. Pursuant to the
Subsequent Letter (attached hereto as Exhibit 3) and in
response to the Special Committee Letter (attached hereto as
Exhibit 2), Mr. Fitzgerald and GE Capital indicated that
despite the expiration of the proposal set forth in the April
Letter, they are prepared to work with the Neff Special
Committee's legal and financial advisors towards the completion
of the transaction on terms and conditions mutually
satisfactory to the parties. The descriptions of the April
Letter,
<PAGE>
the Special Committee Letter and the Subsequent Letter
contained in this Amendment No. 1 to the Original Schedule 13D
are qualified in their entirety by reference to the April
Letter (attached hereto as Exhibit 1), the Special Committee
Letter (attached hereto as Exhibit 2) and the Subsequent Letter
(attached hereto as Exhibit 3), respectively.
Pursuant to the Agreement of Limited Partnership (the
"Agreement") of Santos Fund I, L.P. by and among Santos Fund,
Inc., a Texas corporation, as the general partner, and Jorge
Mas, Mr. Fitzgerald, Juan Carlos Mas and Jose Mas, as the
limited partners (attached as Exhibit 2 to the Original
Schedule 13D), Mr. Fitzgerald, as a limited partner, shares the
power to direct the vote of 900,000 Shares.
The Company has granted Mr. Fitzgerald options to
purchase 424,610 Shares.
Item 7 Material to be Filed as Exhibits
Exhibit 1 April Letter, dated April 14, 2000
Exhibit 2 Special Committee Letter, dated April 19, 2000
Exhibit 3 Subsequent Letter, dated April 20, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
/s/Kevin P. Fitzgerald
______________________________
Kevin P. Fitzgerald
Dated: April 24, 2000
Exhibit 1
April 14, 2000
PRIVATE AND CONFIDENTIAL
Neff Corp.
3750 N.W. 87th Avenue
Miami, FL 33178
Attention: Board of Directors
Gentlemen:
We are writing this letter on behalf of Neff Investors, Inc.
(the "Purchaser"), a newly formed corporation in which General
Electric Capital Corporation ("GECC") and Kevin Fitzgerald will
be stockholders. The Purchaser is pleased to submit a proposal
for the purchase of certain stock of Neff Corp. ("Neff" or the
"Company") as follows:
1. Purchase all publicly held shares of Neff for a cash
price of $9.00 per share.
2. Purchase 30% of the shares of Neff now held by Jorge Mas,
Juan Carlos Mas and Jose Mas (2,569,500 Class A Common
Shares) (collectively the "Mas Group") for $9.00 per
share in cash. The balance of the shares held by the Mas
Group (5,995,500 Class A Common Shares) would be
converted to a new Neff Perpetual Class C Common Stock
("Class C Common") with the following terms:
Issue Amount: $59,955,000
Dividend: 7.0% Cash Dividend, payable quarterly.
Payment begins in year three, with no
dividend accrual or payment for years one and
two
Liquidation
Preference: First liquidation preference over all
other Common Shares up to the Issue
Amount
Voting Rights: Full voting rights
<PAGE>
Redemption: Neff will repurchase the Class C Common upon
a change in control of Neff. At, Neff's
option, it may redeem all or a portion
of the Class C Common prior to maturity at
Par plus accrued but unpaid dividends.
Change of
Control: (1) Upon a change of control each
holder of Class C Common may require Neff to
repurchase a portion or all of the Class C
Common outstanding, including all accrued and
unpaid dividends.
(2) In the event that one person or a group
or related person acquires more the 50% of
the Voting Stock of Neff, a Change of
Control will have been deemed to have
occurred.
The Purchaser would acquire Neff in a merger in which Neff's
public stockholders receive cash and the Mas Group receives cash
for 30% of the Neff common stock they now hold. The balance of
the Mas Group common stock would be exchanged for Class C Common
Stock. We believe that the Purchaser will have sufficient funds
available to finance the proposed transaction. We propose to
obtain the required funding through debt and equity financing
arrangements with GECC and others. In this regard, we are highly
confident that the financing can be arranged.
Although we have performed a substantial amount of work in
connection with this proposal, our work is not yet complete. The
parties providing the financing must complete a customary due
diligence review, including accounting, tax, environmental, and
employee benefits matters. We expect that the remaining due
diligence process could be completed expeditiously, and are
prepared to direct our advisors to do so. We would expect to
have firm commitments for all of the required financing within 60
days of the acceptance of this proposal.
In addition to the matters discussed above, our proposal is
subject to Neff Board approval and the negotiation and execution
of definitive acquisition documentation. We are confident that
our respective advisors will be able to work together quickly to
finalize the documentation required for the contemplated
transaction.
If this proposal is satisfactory to the Board, then we will
immediately send to you a proposed Merger Agreement between the
Purchaser and Neff. The Agreement would be subject to, among
other things, Purchaser obtaining the necessary financing. In
this regard, the Agreement would contain customary terms and
conditions for a transaction of this type including a $5 million
dollar break-up fee due the Purchaser in the event that a third
party proposes to buy Neff at a price the Board accepts.
As you are aware, we have been in discussions with the Mas
Group regarding this proposal. In this regard, please find
attached a letter indicating the Mas Group's interest in the
proposal outlined above.
<PAGE>
This proposal is confidential and is submitted on the
understanding that its existence and contents will be held in
strict confidence.
This proposal will expire on April 19, 2000. We are hopeful
that you can respond quickly and that we can proceed with a
transaction that will benefit everyone involved.
Very truly yours,
By: /s/ Kevin P. Fitzgerald
Kevin P. Fitzgerald
President, Neff Corporation
By: /s/ Christopher H. Richmond
Christopher H. Richmond
General Electric Capital Corp.
President, Commercial
Equipment Financing
Attachments
<PAGE>
[General Electric Capital Corporation Letterhead]
April 11, 2000
VIA FACSIMILE (305 406-1818)
Mr. Jorge Mas
3155 NW 77th Avenue
Miami, FL 33122
Dear Jorge,
I have attached an outline of your consideration as part of
the investor group's (the "Management's") proposal to take Neff
private, provide the Mas stockholders with $23MM of cash and a
special class of common shares for the remainder of your
investment that would have a dividend beginning in year three and
a mandatory redemption of your shares on a change of control
event.
I have structured this proposal to monitize a portion of
your investment, while preserving a positive earnings profile for
Neff. We will be investing an additional $12MM to $15MM in
equity in order to facilitate this transaction. Once you and the
management shareholders agree, we can propose the transaction to
the Neff Board.
This letter including the attached Term Sheet is merely an
indication of interest regarding a financing transaction on the
general terms and conditions outlined herein. If a commitment is
given, it would be in separate writing, would be subject to and
preceded by completion of all legal and business due diligence
and collateral and credit review and analysis, all with results
satisfactory to GE Capital and its effectiveness would be
conditioned upon the prior execution and delivery of final legal
documentation acceptable to all parties and their counsel. GE
Capital may change the terms of this proposal or cease future
consideration of the financing at any time without liability to
GE Capital. The attached Term Sheet does not purport to
summarize all of the terms and conditions upon which the overall
facilities are to be based, which terms and conditions would be
contained fully in final documentation, and indicates only the
principal term and conditions under which the overall facility
will be considered.
This letter, including the attached Term Sheet is being
provided to you on the condition that, except as required by law,
neither it nor its contents will be disclosed publicly or
privately except to those individuals who are the Company's
officers, employees or advisors who have a need to know of such
matters as a result of their being specifically involved in the
Financing and then only on the condition that such matters may
not, except as required by law be further disclosed. Without
limiting the generality of the foregoing, none of such persons
shall, except as required by law, use the name of, or refer to GE
Capital, in any correspondence, discussions,
<PAGE>
press release, advertisement or disclosure made in connection
with the Financing without the prior written consent of GE
Capital.
To indicate your interest in having GE Capital proceed with our
consideration of this transaction on this basis, please sign and
return the enclosed copy of this letter by the close of business
on April 14, 2000.
Sincerely,
/s/ Chris Richmond
Chris Richmond
Agreed to and Accepted this 13th day of April, 2000.
By: /s/ Jorge Mas
Name: Jorge Mas
Attachment
CHR/kad
cc: K. Fitzgerald
B. Stefanowski
P. Carlson
D. Wente
R. Carapezzi
<PAGE>
SUMMARY OF PROPOSED TERMS AND CONDITIONS
Cash Proceeds: Retire 2,569,500 (30% of total holdings) MAS
common equity shares at $9.00/share for total cash proceeds of
$23,125,500.
Class C Perpetual Common: Remaining MAS shares of 5,995,500 (70%
of total holdings) will be converted to Class C Common Stock with
the following characteristics.
*Issue Amount: $59,955,000 Perpetual Class C Common
*Dividend: 7.0% Cash Dividend, payable quarterly. Payment
begins in year three with no dividend accrual or payment
for years one and two.
*Liquidation Preference: First liquidation preference over
all other common shares up to the Issue Amount.
*Voting Rights: full-voting rights
*Redemption: the Issuer will repurchase the perpetual
Class C Common upon a change in control of the company.
At, the issuer's option, it may redeem all or a portion of
the Class C Common prior to maturity at Par plus accrued
but unpaid dividends.
*Change of Control:
(1) Upon a change of control each holder of Class C
Common may require the Issuer to repurchase a portion or
all of the Common outstanding, including all accrued and
unpaid dividends.
(2) In the event that one person or a group or related
person acquires more the 50% of the Voting Stock of the
Company, a Change of Control will have been deemed to have
occurred.
*Board of Directors Composition to be mutually agreed upon.
*Closing: On or about May 31, 2000 unless otherwise
mutually agreed.
*$11.5MM Santos Capital Note: As part of this proposal the
parties will work together in good faith to extend the
payment terms of the $11,500,000 Santos Capital note to GE
Capital entered into on May 20, 1998. This note will
remain a legal obligation of Santos Capital.
Exhibit 2
April 19, 2000
VIA FACSIMILE
Christopher H. Richmond
President, Commercial Equipment Financing
General Electric Capital Corp.
44 Old Ridgebury Road
Danbury, CT 06810
Kevin P. Fitzgerald
President
Neff Corporation
3750 N.W. 87th Avenue
Miami, FL 33178
Re: Neff Investors proposal
Dear Sirs:
The Special Committee of the Board of Directors of Neff
Corp. is in receipt of your letter relating to your proposal for
taking Neff Corp. private. The Special Committee has instructed
its legal and financial advisers, Cadwalader, Wickersham & Taft
and Prudential Securities, to work with you toward the prompt
completion of the transaction you have proposed. You should
expect to hear from Cadwalader and Prudential in the near future.
The Special Committee would appreciate your cooperation with
them.
Very truly yours,
/s/ Gerald A. Eppner
Gerald A. Eppner
cc: Arthur B. Laffer
Michael Markbreiter
Paul D. Dean
Prudential Securities
Exhibit 3
April 20, 2000
Gerald A. Eppner
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
Dear Mr. Eppner:
Thank you for your April 19, 2000 letter on behalf of Neff
Corp. ("Neff") which, while not accepting the proposal relating
to the purchase of shares of Neff set forth in our April 14, 2000
letter, indicates Neff's willingness to work toward the
completion of a transaction. Despite the expiration of the
proposal set forth in our April 14, 2000 letter, we are prepared
to work with the Neff Special Committee's legal and financial
advisors towards the completion of the transaction on terms and
conditions mutually satisfactory to the parties. These
conditions will include the receipt of necessary financing, the
negotiation and execution of mutually acceptable acquisition
documentation and the approvals of the Boards of Directors of
Neff and General Electric Capital Corporation.
We look forward to hearing from you and Prudential
Securities soon.
By: /s/ Kevin P. Fitzgerald
Kevin Fitzgerald
President, Neff Corporation
By: /s/ Christopher H. Richmond
Christopher H. Richmond
General Electric Capital
Corporation
President, Commercial
Equipment Financing
