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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
AMERIDATA TECHNOLOGIES, INC.
(Name of subject company)
GAC ACQUISITION I CORP.
GENERAL ELECTRIC CAPITAL CORPORATION
(Bidders)
COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
03069V 10 3
(CUSIP number of class of securities)
NANCY E. BARTON, ESQ.
GENERAL ELECTRIC CAPITAL CORPORATION
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidders)
COPIES TO:
WILLIAM M. GUTOWITZ, ESQ.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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SCHEDULE 14D-1
CUSIP No. 03069V 10 3
1 NAME OF REPORTING PERSONS
GAC Acquisition I Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
58-2244201
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,819,771*
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
N/A
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
8%*
10 TYPE OF REPORTING PERSON
CO
____________
* On May 20, 1996, General Electric Capital Corporation, a New York
corporation ("Parent"), and GAC Acquisition I Corp., a Delaware corporation
and an indirect wholly-owned subsidiary of Parent ("Purchaser"), entered
into a Stockholders Agreement (the "Stockholders Agreement") with certain
stockholders (collectively, the "Selling Stockholders") of AmeriData
Technologies, Inc. (the "Company"), pursuant to which the Selling
Stockholders have agreed to validly tender (and not to withdraw) pursuant
to and in accordance with the terms of the Offer all of the shares of
common stock of the Company (the "Shares") beneficially owned by them. The
Selling Stockholders beneficially own approximately 1,819,771 Shares,
representing approximately 8% in the aggregate of the outstanding Shares
(assuming the exercise of all of such Selling Stockholders' options subject
to the Stockholders Agreement). The Stockholders Agreement is described
more fully in Section 12 of the Offer to Purchase, dated May 24, 1996.
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SCHEDULE 14D-1
CUSIP No. 03069V 10 3
1 NAME OF REPORTING PERSONS
General Electric Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
13-1500700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,819,771*
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
N/A
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
8%*
10 TYPE OF REPORTING PERSON
CO
____________
* The footnote on page 2 is incorporated by reference herein.
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GAC Acquisition I Corp., a Delaware corporation ("Purchaser"), hereby
amends its Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
originally filed with the Securities and Exchange Commission on May 24,
1996, as amended by Amendments No. 1, 2 and 3 with respect to its offer to
purchase all outstanding shares of common stock, par value $.01 per share,
of AmeriData Technologies, Inc., as set forth in this Amendment No. 4.
Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Offer to Purchase and the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release dated July 11, 1996.
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SIGNATURES
After due 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: July 11, 1996 GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Victor Guaglianone
-----------------------------
Name: Victor Guaglianone
Title: Vice President
GAC ACQUISITION I CORP.
By: /s/ Michael S. Ford
-----------------------------
Name: Michael S. Ford
Title: President
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. EXHIBIT PAGE
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(a)(9) Press Release dated July 11, 1996 . . . . . .
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EXHIBIT (a)(9)
PRESS RELEASE
FOR IMMEDIATE RELEASE
---------------------
MEXICAN AND AUSTRIAN REGULATORY CONDITIONS SATISFIED FOR GE CAPITAL'S
PROPOSED ACQUISITION OF AMERIDATA TECHNOLOGIES
Stamford, CT, July 11, 1996 --
GE Capital Services announced today the Mexican Federal Competition
Commission has stated it will not object to GE Capital's proposed
acquisition of AmeriData Technologies, Inc. GE Capital also announced the
period for objection to its pre-merger notification, filed under the
Austrian Cartel Act, expired today, and that no objections were filed. No
further regulatory approvals are required in connection with the
consummation of the tender offer.
GE Capital's cash tender offer for all outstanding shares of AmeriData
common stock, at $16 net per share, is scheduled to expire at 5:00 p.m. on
Friday, July 12, 1996, unless extended. Satisfaction of the requirements
with respect to the Federal Law on Economic Competition of Mexico and the
Austrian Cartel Act was a condition to GE Capital's tender offer.
GE Capital's tender offer remains subject to other conditions including,
among other things, a number of AmeriData common shares, representing a
majority of all outstanding AmeriData common shares on a fully diluted
basis, being validly tendered and not withdrawn prior to the expiration of
the tender offer.
GE Capital Services, which has assets of over US$185 billion, is a diverse
financial services company with 26 specialized businesses. A wholly owned
subsidiary of General Electric Company, GE Capital Services, also based in
Stamford, provides equipment management, mid-market and specialized
financing, specialty insurance and a variety of consumer services, such as
car leasing, home mortgages and credit cards, to businesses and individuals
around the world. GE is a diversified manufacturing, technology and
services company with operations worldwide.
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