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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities and Exchange Act of 1934
(Amendment No. 3)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
Page 1 of 7 Pages
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<PAGE>
SCHEDULE 14D-1
- -------------------------- -------------------------
CUSIP No. 03069V 10 3 Page 2 of 7 Pages
- -------------------------- -------------------------
- --------------------------------------------------------------------------------
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.
Page 2 of 7 Pages
<PAGE>
SCHEDULE 14D-1
- ------------------------- -------------------------
CUSIP No. 03069V 10 3 Page 3 of 7 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
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.
Page 3 of 7 Pages
<PAGE>
GAC Acquisition I Corp., a Delaware corporation ("Purchaser"), hereby
amends and supplements 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 Amendment No. 1 and Amendment No. 2, 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. 3
and the supplement (the "Supplement") to the Offer to Purchase, dated June 20,
1996 and attached hereto as Exhibit (a)(11). 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 1. SECURITY AND SUBJECT COMPANY.
(b) The Purchaser has waived the Preferred Securities Condition to the
Offer. The Offer is no longer conditioned upon Preferred Securities
outstanding on May 20, 1996 having an aggregate liquidation
preference of more than 50% of the aggregate liquidation preference
of all Preferred Securities outstanding on May 20, 1996 having been
converted by the holders thereof into Shares prior to the expiration
of the Offer. In addition the Offer has been extended. The Offer
will expire at 5:00 p.m., New York City time, on Friday, July 12,
1996, unless the Offer is further extended. The information set
forth in the Introduction and Section 1 of the Supplement is
incorporated herein by reference.
(c) The information set forth in Section 5 of this Supplement is
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 3 of the Supplement is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b)-(c),(e)The information set forth in Section 4 of the Supplement is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release dated June 20, 1996.
(a)(11) Supplement to the Offer to Purchase dated June 20, 1996.
Page 4 of 7 Pages
<PAGE>
(g)(2) Amended complaint filed in Steiner v. AmeriData Technologies, Inc.
et. al. filed in the Court of Chancery of the State of Delaware in
and for New Castle County on June 17, 1996.
Page 5 of 7 Pages
<PAGE>
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: June 20, 1996 GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael S. Ford
----------------------
Name: Michael S. Ford
Title: Vice President
GAC ACQUISITION I CORP.
By: /s/ Michael S. Ford
----------------------
Name: Michael S. Ford
Title: President
Page 6 of 7 Pages
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. EXHIBIT PAGE
--- ------- ----
(a)(10) Press Release dated June 20, 1996
(a)(11) Supplement to the Offer to Purchase dated June 20,
1996
(g)(2) Amended complaint filed in Steiner v. AmeriData
Technologies, Inc. et. al. filed in the Court of
Chancery of the State of Delaware in and for New Castle
County on June 17, 1996
Page 7 of 7 Pages
EXHIBIT (a)(10)
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
GE CAPITAL WAIVES PREFERRED SECURITIES
CONDITION; EXTENDS OFFER FOR AMERIDATA
SHARES UNTIL 5:00 P.M. ON FRIDAY, JULY 12, 1996
-----------------------------------------------
Stamford, CT, June 20, 1996 -- General Electric Capital Corporation announced
today that it has extended its tender offer for all of the outstanding shares of
common stock of AmeriData Technologies, Inc., at $16.00 per share, until 5:00
P.M., Friday, July 12, 1996.
In addition, GE Capital waived the preferred securities condition to its tender
offer. The tender offer is no longer conditioned upon any preferred securities
of AmeriData's wholly-owned subsidiary having been converted by the holders
thereof into shares of AmeriData common stock prior to the expiration of the
tender offer. Holders of the preferred securities may participate in the tender
offer by converting their preferred securities into AmeriData common stock and
tendering such shares. The tender offer is, however, still subject to a number
of other conditions, including, among other things, the acquisition of a
majority of AmeriData's outstanding common stock on a fully diluted basis and
the receipt of certain regulatory consents and approvals.
As previously announced, the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect
to GE Capital's proposed acquisition of AmeriData has expired. In addition, the
applicable waiting period for the short-form notification under the Canadian
Competition Act with respect to the proposed acquisition has expired, and the
Federal Communications Commission has approved the application for the pro forma
transfer of control of a subsidiary of AmeriData to a control group consisting
of all of the directors of AmeriData. Responses to the filings previously made
with respect to the Federal Law on Economic Competition of Mexico and the
Austrian Cartel Act are pending.
As of the close of business on June 19, 1996, approximately 6,513,033 shares of
AmeriData common stock had been tendered pursuant to GE Capital's tender offer,
representing approximately 21.2% of the outstanding AmeriData common stock on a
fully diluted basis.
General Electric Capital Corporation, a wholly owned subsidiary of General
Electric Company, is a diversified financial services company headquartered in
Stamford, Connecticut, USA. GE Capital's activities include equipment
management, mid-market financing, specialized financing, specialty insurance and
consumer service. General Electric Company is a diversified manufacturing,
technology and services company with operations worldwide.
# # #
NYFS08...:\60\47660\1181\1703\AMD6066L.44G
EXHIBIT (a)(11)
<PAGE>
Supplement, dated June 20, 1996,
to the Offer to Purchase, dated May 24, 1996
GAC ACQUISITION I CORP.
an indirect wholly-owned subsidiary
of
GENERAL ELECTRIC CAPITAL CORPORATION
Has Amended its Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
AMERIDATA TECHNOLOGIES, INC.
at
$16 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, JULY 12, 1996, UNLESS THE OFFER IS EXTENDED
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND
ITS STOCKHOLDERS, HAS APPROVED THE MERGER AGREEMENT, THE STOCKHOLDERS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE STOCKHOLDERS
AGREEMENT, INCLUDING THE OFFER AND THE MERGER, AND RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL OF THEIR SHARES PURSUANT THERETO.
PARENT AND PURCHASER HAVE ENTERED INTO A STOCKHOLDERS AGREEMENT WITH CERTAIN
STOCKHOLDERS PURSUANT TO WHICH, AMONG OTHER THINGS, SUCH STOCKHOLDERS HAVE
AGREED TO TENDER IN THE OFFER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF
THE STOCKHOLDERS AGREEMENT, APPROXIMATELY 8% OF THE COMPANY'S OUTSTANDING SHARES
(ASSUMING THE EXERCISE OF SUCH STOCKHOLDERS' OPTIONS SUBJECT TO THE STOCKHOLDERS
AGREEMENT).
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) A NUMBER OF THE
COMPANY'S SHARES REPRESENTING A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY
DILUTED BASIS BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION
DATE; AND (ii) THE RECEIPT OF CERTAIN REGULATORY CONSENTS AND APPROVALS. SEE THE
INTRODUCTION AND SECTIONS 1 AND 4 OF THIS SUPPLEMENT AND THE INTRODUCTION AND
SECTIONS 1, 14 AND 15 OF THE OFFER TO PURCHASE.
------------------
IMPORTANT
Any stockholder desiring to tender all or a portion of that stockholder's
shares of common stock, par value $.01 per share, of the Company (the "Shares")
should either (1) complete and sign the Letter of Transmittal (or a manually
signed facsimile thereof) in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to the
Depositary and either deliver the certificates for those Shares to the
Depositary along with the Letter of Transmittal or tender those Shares pursuant
to the procedures for book-entry transfer set forth in Section 3 of the Offer to
Purchase, or (2) request such stockholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for the stockholder.
Any stockholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact that broker,
dealer, commercial bank, trust company or other nominee, if the stockholder
wishes to tender such Shares.
Any stockholder who wishes to tender Shares and whose certificates
representing those Shares are not immediately available or who cannot comply
with the procedure for book-entry transfer on a timely basis should tender those
Shares by following the procedures for guaranteed delivery set forth in Section
3 of the Offer to Purchase.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of this Supplement. Requests for additional copies
of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery and other related materials may be directed to the Information Agent or
to brokers, dealers, commercial banks and trust companies.
------------------
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
June 20, 1996
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION.................................................................1
1. Extended Expiration Date; Waiver of Preferred Securities Condition..2
2. Procedure For Tendering Shares......................................3
3. Certain Information Concerning Parent...............................4
4. Certain Legal Matters...............................................4
5. Price Range of the Shares...........................................5
6. Miscellaneous.......................................................5
i
<PAGE>
To the Holders of Common Stock of
AmeriData Technologies, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase,
dated May 24, 1996 (the "Offer to Purchase"), of GAC Acquisition I Corp.
("Purchaser"), a Delaware corporation and an indirect wholly-owned subsidiary of
General Electric Capital Corporation, a New York corporation ("Parent").
Pursuant to this Supplement, Purchaser is now offering to purchase all of the
outstanding shares of common stock, $.01 par value (the "Shares"), of AmeriData
Technologies, Inc., a Delaware corporation (the "Company"), upon the terms and
subject to all of the conditions (other than the Preferred Securities Condition)
set forth in the Offer to Purchase, as amended and supplemented by this
Supplement, and in the related Letter of Transmittal (which, together with any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Offer to Purchase.
THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS
WILL NOW EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 12, 1996,
UNLESS THE OFFER IS FURTHER EXTENDED.
THE PURCHASER HAS WAIVED THE PREFERRED SECURITIES CONDITION TO THE OFFER.
THE OFFER IS NO LONGER CONDITIONED UPON PREFERRED SECURITIES OUTSTANDING ON MAY
20, 1996 HAVING AN AGGREGATE LIQUIDATION PREFERENCE OF MORE THAN 50% OF THE
AGGREGATE LIQUIDATION PREFERENCE OF ALL PREFERRED SECURITIES OUTSTANDING ON MAY
20, 1996 HAVING BEEN CONVERTED BY THE HOLDERS THEREOF INTO SHARES PRIOR TO THE
EXPIRATION DATE. THE OFFER REMAINS SUBJECT TO ALL OF THE OTHER TERMS AND
CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE INCLUDING, AMONG OTHER THINGS, (I)
A NUMBER OF THE SHARES REPRESENTING A MAJORITY OF ALL OUTSTANDING SHARES ON A
FULLY DILUTED BASIS BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN SECTION 1 HEREOF); AND (II) THE RECEIPT OF
CERTAIN REGULATORY CONSENTS AND APPROVALS. SEE THE INTRODUCTION AND SECTIONS 1,
14 AND 15 OF THE OFFER TO PURCHASE AND SECTION 4 OF THIS SUPPLEMENT.
The Company has represented and warranted to Purchaser that, as of May 20,
1996, 22,281,302 Shares (excluding (i) 64,550 Shares to be issued pursuant to
the Company's restricted stock award plan and (ii) 113,732 Shares to be issued
pursuant to an acquisition agreement previously entered into by the Company)
were issued and outstanding, 2,310,512 Shares were reserved for issuance
pursuant to outstanding stock options granted by the Company, 1,458,041 Shares
were reserved for issuance pursuant to the Company's stock purchase plan,
3,521,576 Shares were reserved for issuance upon conversion of the Company's 8%
convertible subordinated debentures held by Delaware LLC (as defined below) and
2,418,737 Shares were reserved for issuance pursuant to certain warrants to
purchase Shares issued by the Company. According to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1996 (the "Company
10-Q"), AmeriData Delaware, L.L.C., a
1
<PAGE>
special purpose limited liability company of which the Company, directly or
indirectly, owns all of the outstanding equity interests other than the
Preferred Securities ("Delaware LLC"), has outstanding, as of March 31, 1996, 8%
Convertible Fixed Life Aggregated Securities ("Preferred Securities") having a
liquidation preference of $25 per security and an aggregate liquidation
preference of $30,880,000. The Company 10-Q also indicates that the Preferred
Securities are guaranteed in certain respects by the Company and are convertible
into Shares at 2.851 shares for each Preferred Security.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE
AND THE RELATED LETTER OF TRANSMITTAL, COPIES OF WHICH MAY BE OBTAINED AT
PURCHASER'S EXPENSE IN THE MANNER SET FORTH ON THE BACK COVER OF THIS
SUPPLEMENT. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THIS
SUPPLEMENT CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS
PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS
TO THE OFFER.
1. EXTENDED EXPIRATION DATE; WAIVER OF PREFERRED SECURITIES CONDITION
THE OFFER HAS BEEN EXTENDED. As used in the Offer, the term "Expiration
Date" now means 5:00 p.m., New York City time, on Friday, July 12, 1996, unless
and until Purchaser, in accordance with the terms of the Offer and the Merger
Agreement, shall have further extended the period of time during which the Offer
is open, in which event the term "Expiration Date" means the latest time and
date at which the Offer, as so extended, expires. Upon the terms and subject to
the conditions of the Offer (including, if the Offer is further extended or
amended, the terms and conditions of any such extension or amendment), Purchaser
will accept for payment (and thereby purchase) all Shares that are validly
tendered and not withdrawn in accordance with Section 4 of the Offer to Purchase
prior to the Expiration Date.
THE OFFER IS NO LONGER SUBJECT TO THE PREFERRED SECURITIES CONDITION. The
Offer continues to be conditioned upon, among other things, satisfaction of the
Minimum Tender Condition and the receipt of all required regulatory consents and
approvals. See Section 15 of the Offer to Purchase and Section 4 of this
Supplement for a full discussion of required regulatory consents and approvals.
The Offer is also subject to certain other conditions that are set forth in
Section 14 of the Offer to Purchase. Pursuant to the terms of the Merger
Agreement, Purchaser expressly reserves the right (but will not be obligated) to
waive any or all of the conditions of the Offer. Subject to the terms of the
Merger Agreement, Purchaser may extend the Offer (x) for up to twenty (20)
business days after the initial expiration date or (y) for longer periods (not
to exceed 120 calendar days from the date of the Offer to Purchase) if any
condition to the Offer is not satisfied. Purchaser may also extend the Offer as
required by law or the applicable rules and regulations of the Commission.
2
<PAGE>
2. PROCEDURE FOR TENDERING SHARES
Procedures for tendering Shares are set forth in Section 3 of the Offer to
Purchase. Tendering Stockholders may continue to use the GREY Letter of
Transmittal and the IVORY Notice of Guaranteed Delivery previously circulated
with the Offer to Purchase.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE PROCEDURE FOR GUARANTEED
DELIVERY IF SUCH PROCEDURE WAS UTILIZED. SEE SECTION 4 OF THE OFFER TO PURCHASE
FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER.
3
<PAGE>
3. CERTAIN INFORMATION CONCERNING PARENT
On June 5, 1996, Purchaser and Parent filed Amendment No. 1 to the
Schedule 14D-1 dated May 24, 1996 to amend the table entitled "Selected
Consolidated Financial Data" set forth in Section 9 of the Offer to Purchase to
read as follows:
Selected Consolidated Financial Data
(amounts in millions)
Three Months Year Ended December 31,
Ended -----------------------------------
March 31, 1996 1995 1994 1993
-------------- ---------- ---------- --------
(Unaudited)
Statement of Current &
Retained Earnings:
Earned income $5,620 $21,179 $16,923 $14,444
Net earnings 605 2,261 1,918 1,478
Financing Receivables-net 92,208 93,272 76,357 63,948
Three Months Year Ended December 31,
Ended -----------------------------------
March 31, 1996 1995 1994 1993
-------------- ---------- ---------- --------
(Unaudited)
Statement of Financial Position:
Total assets $160,975 $160,825 $130,904 $117,939
Short-term borrowings 59,891 59,264 54,579 52,903
Long-term senior notes 48,508 47,794 33,615 25,112
Long-term subordinated notes 697 697 697 697
Minority interest 696 703 615 426
Equity 14,249 14,202 10,540 10,370
4. CERTAIN LEGAL MATTERS
Antitrust. Under the provisions of the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (the "HSR Act"), applicable to the Offer,
the purchase of Shares under the Offer may be consummated following the
expiration of a 15-calendar day waiting period that follows the filing by
Purchaser of a Notification and Report Form with respect to the Offer, unless
Purchaser receives a request for additional information or documentary material
from the Antitrust Division or the Federal Trade Commission (the "FTC") or
unless early termination of the waiting period is granted. Such filing was made
on May 23, 1996 and such waiting period expired at 11:59 p.m. on Friday, June 7,
1996. Within the initial 15-calendar day waiting period, neither Parent nor
Purchaser received from
4
<PAGE>
either the Antitrust Division or the FTC requests for additional information or
documentary material concerning the Offer.
FCC Regulations. The Offer is conditioned, among other things, upon the
FCC having granted the Pro-Forma Application and the transactions contemplated
by the Merger Agreement with respect thereto having been consummated on terms
reasonably satisfactory to Parent. On May 30, 1996 the Control Group filed the
Pro Forma Application seeking approval of the transfer of control of the
Licensee Subsidiaries to a group comprised of all of the Company's current
directors. On June 12, 1996, the FCC approved the Pro Forma Application.
Competition Act (Canada). The Offer is conditioned, among other things,
upon receipt of regulatory approval pursuant to the Competition Act (Canada). On
May 31, 1996, Parent filed with the Director of Investigation and Research a
short-form notification under the Competition Act (Canada) with respect to the
Offer and the Merger. Under the Competition Act, the applicable waiting period
for a short-form notification is 7 days. Such waiting period expired on June 7,
1996 without a request for additional information with respect to the short-form
notification or a request for the filing of a long- form notification.
Other Regulatory Filings. The Offer is conditioned upon, among other
things, satisfaction of the requirements with respect to the Federal Law on
Economic Competition of Mexico (the "Mexican Competition Act") and the Austrian
Cartel Act of 1988, as amended (the "Austrian Cartel Act"). A notification has
been filed with the Mexican Federal Competition Commission seeking confirmation
that no approval under the Mexican Competition Act is required, and Parent is
awaiting a response with respect to such filing. A pre-merger notification has
been filed under the Austrian Cartel Act, and Parent and AmeriData are awaiting
appropriate regulatory clearance.
Litigation. On June 17, 1996 the Class Action Complaint (described in
Section 15 of the Offer to Purchase) was amended to add certain affiliates of GE
Capital Services as defendants. The Amended Class Action Complaint is attached
as Exhibit (g)(2) hereto.
5. PRICE RANGE OF THE SHARES
From May 24, 1996, the date of the Offer to Purchase, through June 19,
1996, the high and low sale price per Share as reported by the NYSE Composite
Tape were $16 and $15 3/4, respectively. On June 19, 1996, the last full trading
day prior to the mailing of this Supplement, the last reported sale price per
Share was $15 7/8. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS
FOR THE SHARES.
6. MISCELLANEOUS
Purchaser and Parent have filed with the Commission the Schedule 14D-1
pursuant to Rule 14d-3 under the Exchange Act, together with exhibits,
furnishing certain information with respect to the Offer, have filed certain
amendments thereto furnishing certain additional information with respect to the
Offer, and may file additional amendments thereto. Such Schedule 14D-1 and any
amendments thereto, including exhibits, may be examined and copies may be
obtained from the Commission in the
5
<PAGE>
same manner as described in Section 8 of the Offer to Purchase with respect to
information concerning the Company (except that they will not be available at
the regional offices of the Commission).
EXCEPT AS MODIFIED BY THIS SUPPLEMENT, THE TERMS IN THE OFFER TO PURCHASE,
THE AMENDMENTS THERETO AND THE RELATED LETTER OF TRANSMITTAL REMAIN APPLICABLE
IN ALL RESPECTS TO THE OFFER AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION
WITH THE OFFER TO PURCHASE, THE AMENDMENTS THERETO AND THE RELATED LETTER OF
TRANSMITTAL.
GAC ACQUISITION I CORP.
June 20, 1996
6
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal, certificates for Shares and
any other required documents should be sent or delivered by each stockholder of
the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depository, at one of the addresses set forth below:
The Depositary for the Offer is:
THE CHASE MANHATTAN BANK (National Association)
By Mail: By Overnight Delivery: By Hand:
Box 3032 c/o Chase Securities (9:00 a.m.-5:00 p.m.
4 Chase MetroTech Center Processing Corp. New York City Time)
Brooklyn, NY 11245 Fort Lee Executive Park 1 Chase Manhattan Plaza
1 Executive Drive (6th floor) Floor 1-B
Fort Lee, NJ 07024 Nassau and Liberty Streets
New York, NY 10081
By Facsimile Transmission
(201) 592-4372
Information and
Confirmation
by Telephone
(201) 592-4370
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent as set forth below and will be furnished promptly at
Purchaser's expense. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Toll-Free (800) 223-2064
Brokers and Banks, please call collect (212) 440-9800
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, New York 10020
(Call Collect) 212-632-6717
NYFS08...:\60\47660\1181\1703\AMD6066L.44G
EXHIBIT (g)(2)
<PAGE>
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-------------------------------------------x
KENNETH STEINER, SCOTT MIRKIN, PAUL :
KIMMINS, JOEL RATNER and MARTHA RATNER, :
:
Plaintiffs, :
:
v. :
: C.A. Nos. 15005,
LEONARD J. FASSLER, EDWARD A. KERBS, : 15015 and 15017
GERALD M. LeBOW, GERALD A. POCH, :
ANTHONY P. TOWELL, JAMES K. McCLEARY, :
RICHARD J. WILLIAMS, AMERIDATA :
TECHNOLOGIES, INC., GAC ACQUISITION I :
CORP., GAC ACQUISITION II CORP., GENERAL :
ELECTRIC CAPITAL CORPORATION, GENERAL :
ELECTRIC CAPITAL SERVICES, INC. and :
GENERAL ELECTRIC COMPANY, :
:
Defendants. :
-------------------------------------------x
NOTICE OF FILING AMENDED CLASS ACTION COMPLAINT
-----------------------------------------------
TO: Daniel A. Dreisbach, Esquire
Richards, Layton & Finger
One Rodney Square
Wilmington, DE 19801
PLEASE TAKE NOTICE that plaintiffs herewith file the within
Amended Class Action Complaint as of course pursuant to Rule 15(a).
In compliance with Rule 15(aa), plaintiffs aver that the within
Amended Complaint is in full substitution for the Complaints
heretofore filed in C.A. Nos. 15005, 15015 and 15017.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
By /s/ Joseph A. Rosenthal
--------------------------------------
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899
Attorneys for Plaintiffs
<PAGE>
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-------------------------------------------x
KENNETH STEINER, SCOTT MIRKIN, PAUL :
KIMMINS, JOEL RATNER and MARTHA RATNER, :
:
Plaintiffs, :
:
v. :
: C.A. Nos. 15005,
LEONARD J. FASSLER, EDWARD A. KERBS, : 15015 and 15017
GERALD M. LeBOW, GERALD A. POCH, :
ANTHONY P. TOWELL, JAMES K. McCLEARY, :
RICHARD J. WILLIAMS, AMERIDATA :
TECHNOLOGIES, INC., GAC ACQUISITION I :
CORP., GAC ACQUISITION II CORP., GENERAL :
ELECTRIC CAPITAL CORPORATION, GENERAL :
ELECTRIC CAPITAL SERVICES, INC. and :
GENERAL ELECTRIC COMPANY, :
:
Defendants. :
-------------------------------------------x
AMENDED CLASS ACTION COMPLAINT
------------------------------
Plaintiffs allege on information and belief, except as to
the allegations of paragraph 2 which are alleged on knowledge, as
follows:
1. Plaintiffs bring this action as a class action on
behalf of themselves and all other stockholders of AmeriData
Technologies, Inc. ("AmeriData" or the "Company") who are similarly
situated, for declaratory, injunctive and other appropriate relief in
connection with the proposed acquisition of the outstanding shares of
AmeriData stock by defendants GAC Acquisition I Corp. and GAC
Acquisition II Corp., which are wholly-owned subsidiaries of General
Electric Capital Corporation
<PAGE>
which, in turn, is a wholly-owned subsidiary of General Electric
Capital Services, Inc., a wholly-owned subsidiary of General Electric
Company (all collectively referred to as "GE").
PARTIES
-------
2. Plaintiffs are and have been at all relevant times the
owners of AmeriData common stock.
3. Defendant AmeriData, a corporation organized and
existing under the laws of the State of Delaware, provides computer
products and services to commercial, governmental and educational
users. The Company also designs, manufactures and sells public
alerting, notification and emergency response systems for use in the
event of natural disasters. As of March 31, 1996, AmeriData had
approximately 22.1 million shares of common stock issued and
outstanding held by 6,900 shareholders of record.
4. (a) Defendant Gerald A. Poch ("Poch") is and was at
all relevant times AmeriData's Co-Chairman, Co-President and Chief
Executive Officer.
(b) Defendant Leonard J. Fassler ("Fassler") is and
was at all relevant times AmeriData's Co-Chairman.
(c) Defendant James K. McCleary ("McCleary") is and
was at all relevant times AmeriData's Co-Chairman and Co-President.
(d) Defendant Gerald M. LeBow ("LeBow") is and was at
all relevant times a director of the Company and President
<PAGE>
of a subsidiary of the Company, Sage Alerting Systems, Inc. ("Sage
Alerting").
(e) Defendant Richard J. Williams is and was at all
relevant times a director of the Company, as well as Managing Director
of Triumph Capital Group Inc. ("Triumph"), an investment management
firm. An affiliate of Triumph is the general partner of Triumph
Connecticut Limited Partnership ("TCLP"), which currently owns
1,208,750 Company shares, or 5.5% of its outstanding stock.
(f) Defendants Edward A. Kerbs ("Kerbs") and Anthony
P. Towell ("Towell") are and were at all relevant times directors of
AmeriData.
(g) The defendants referred to in subparagraphs 4(a)-
(g) are collectively referred to as the "Individual Defendants."
5. General Electric Pension Trust, an affiliate of GE,
owns 2,101,404 shares of AmeriData common stock representing 9.7% of
the Company's outstanding common stock. GE is named herein as an
aider and abettor of the Individual Defendants' breaches of fiduciary
duty.
6. By virtue of the Individual Defendants' positions as
directors and/or officers of AmeriData, they were and are fiduciaries
and owe plaintiffs and the other public stockholders of the Company
the highest obligations of good faith, loyalty, care and candor.
<PAGE>
CLASS ACTION ALLEGATIONS
------------------------
7. Plaintiffs bring this action for declaratory,
injunctive and other appropriate relief on their own behalf and as a
class action, pursuant to Rule 23 of the Rules of the Court of
Chancery, and on behalf of all common stockholders of AmeriData
(except defendants herein and any person, firm, trust, corporation or
other entity related to or affiliated with any of the defendants) and
their successors in interest, who are being deprived of the
opportunity to maximize the value of their AmeriData shares by the
wrongful acts of defendants as described herein.
8. This action is properly maintainable as a class action
for the following reasons:
(a) The Class is so numerous that joinder of all Class
members is impracticable. There are approximately 22.1 million common
shares of AmeriData outstanding, owned by thousands of stockholders.
(b) There are questions of law and fact which are
common to members of the Class, including whether the Individual
Defendants have breached the fiduciary duties owed by them to
plaintiffs and members of the Class by reason of the wrongs complained
of herein.
(c) The claims of plaintiffs are typical of the claims
of the other members of the Class and plaintiffs have no interests
that are adverse or antagonistic to the interests of the Class.
<PAGE>
(d) Plaintiffs are committed to the vigorous
prosecution of this action and have retained competent counsel
experienced in litigation of this nature. Accordingly, plaintiffs are
adequate representatives of the Class and will fairly and adequately
protect the interests of the Class.
(e) The prosecution of separate actions by individual
members of the Class would create a risk of inconsistent or varying
adjudications with respect to individual members of the Class and
establish incompatible standards of conduct for the party opposing the
Class.
(f) Defendants have acted and are about to act on
grounds generally applicable to the Class, thereby making appropriate
final injunctive or corresponding declaratory relief with respect to
the Class as a whole.
FACTUAL BACKGROUND
------------------
9. AmeriData has achieved remarkable growth, with
excellent prospects for further growth in the future. AmeriData's
growth has been fueled in part by the acquisition of nearly 36 smaller
re-sellers and service companies over the past few years. In fact, in
January 1996, the Company, in a stock swap, purchased Brenner
Technology, Inc., a company which provides consulting services in the
New York City area.
10. Reflecting, in part, its improved results, on April 1,
1996, AmeriData confirmed to the investment community that it expected
to record revenue of $2 billion for the 1996
<PAGE>
fiscal year, exclusive of additional acquisitions in 1996. The May
1996 edition of Inc. magazine touted AmeriData as "the #1 company" in
----
the magazine's list of top 100 growth companies.
11. Prior to the April 1, 1996 announcement described
above, representatives of the Company, including defendants Poch and
Fassler, began meeting with representatives of GE to discuss the
possible sale of the Company to GE. During mid to late March 1996,
defendant Poch indicated to GE representatives that the Company's
board was likely to require a price per share somewhat in excess of
$15 in order to approve a sale of the Company to GE.
12. During March through early May 1996, there were
additional meetings between GE, the Company, and their respective
representatives, during which time, representatives of GE received
non-public information regarding the Company, including projected
financial information indicating further improved operating results
for the Company.
13. On May 14, 1996, AmeriData released its financial
results for the quarter ended March 31, 1996. These results were
outstanding and exceeded analysts' projected results for that period.
14. Specifically, the Company reported revenues of
$452,799,000 and net income of $3,451,000 or $0.15 per share, compared
with revenues of $274,901,000 and net income of $1,604,000 or $0.08
per share for the same period in 1995. The news, coupled with the
buoyant reports, forecasts and ratings which preceded the May 1996
release, propelled the Company's
<PAGE>
stock to rise from $12 3/4 per share (on May 13, 1996) to $15 3/8 per
share by May 17, 1996.
15. On or about May 20, 1996, GE announced that it has
entered into a definitive merger agreement to acquire AmeriData (the
"Merger Agreement"). Pursuant to the terms of the Merger Agreement,
GE will pay $16 cash per share for each share of AmeriData common
stock in a two step transaction (the "Transaction"). The first step
of the Transaction consists of a tender offer (the "Offer") by GE for
all shares of the Company's outstanding common stock at $16 per share.
Shares not purchased in the Offer will be acquired in a subsequent
merger at the same price.
16. By entering into the Merger Agreement, the Individual
Defendants have allowed the price of AmeriData stock to be capped,
thereby depriving plaintiffs and the Class of the opportunity to
realize any increase in the price of AmeriData stock in light of the
very favorable reports about its earnings and prospects described
above. At $16 per share, AmeriData's shareholders will be receiving a
wholly inadequate takeover premium (approximately $.62 1/2) over
AmeriData's stock price immediately prior to the announcement of the
Transaction.
17. The terms of the Transaction were not the result of an
auction process or active market check; they were arrived at without a
full and thorough investigation by the Individual Defendants; and they
are intrinsically unfair and inadequate from the standpoint of
AmeriData's public shareholders.
<PAGE>
18. The Individual Defendants have violated their fiduciary
duties to the public shareholders of AmeriData. The Individual
Defendants' agreement to the terms of the Transaction, its timing, and
the failure to auction the Company and invite other bidders, and their
failure to provide a market check demonstrate a clear absence of the
exercise of loyalty and due care to AmeriData's public shareholders.
19. In violation of their fiduciary duties, the Individual
Defendants failed to establish an independent committee of directors
to negotiate the Transaction. Instead, the negotiations were
conducted primarily by defendant Poch and, to a lesser extent,
defendant Fassler, each of whom, together with defendant McCleary, has
a unique financial interest in the Transaction. Moreover, although
the Company retained Alex Brown & Sons, Inc. ("Alex Brown") as a
financial advisor, Alex Brown had no active role in the negotiations
of the terms of the Transaction. Furthermore, the only "advisor"
designated for the non-employee directors of the Company was Triumph,
which itself had a conflict of interest. As a consequence, a majority
of AmeriData's Board had a personal financial interest in the
Transaction.
20. Specifically:
(a) At the same time they were negotiating,
considering and approving the Merger Agreement, defendants Poch,
Fassler and McCleary negotiated and entered into Amended Employment
Agreements with the Company ("the Amended Employment
<PAGE>
Agreements"), which agreements become effective upon GE's accepting
shares pursuant to the Offer. The Amended Employment Agreements
provide these defendants with significantly increased financial and
other related benefits including the following: (i) severance payments
of $1 million if the executive's employment is terminated (other than
for cause or death) during the twelve-month period following the
effective date of the Amended Employment Agreements, and subsequent to
such twelve-month period, a lump sum equal to the compensation not yet
paid under the terms of the Amended Employment Agreement if the
officer is terminated; (ii) in the case of defendant Poch, a $100,000
increase in the amount of his bonus for the first two years of his
Amended Employment Agreement; (iii) with respect to defendant Fassler,
"fees" for "advisory" services of $500,000 upon the effective date of
his Amended Employment Agreement, $275,000 per year for the first two
years of his Amended Employment Agreement, and $100,000 for the last
six months of his Employment Agreement; these "fees" are to be paid
regardless of whether Fassler in fact provides any such services;
----------
(b) The Company also agreed to pay Triumph an
"advisory fee" of $500,000 for purported services it provided the
Company's non-employee directors in connection with the Transaction.
As noted above, defendant Williams is a director of the Company as
well as the managing director of Triumph, and Triumph, through its
affiliate TCLP, controls 1.2 million shares, or 5.5% of the Company's
outstanding stock; and
<PAGE>
(c) The Individual Defendants took steps to preclude
interested third parties from bidding for the Company. In early April
1996, defendant Poch was approached by a representative of a
competitor of the Company concerning a business combination of the two
companies. On April 23, 1996, defendants Poch, Fassler and Williams
met with the representative of the competitor and discussed the
benefits resulting from a combination of companies and the resulting
synergies. However, the Individual Defendants failed to pursue a
potential transaction with the competitor. Instead, on May 17, 1996,
the Individual Defendants decided to discontinue further discussions
with the third party.
21. The Transaction constitutes a sale of the Company,
requiring the Individual Defendants to take all necessary steps to
maximize shareholder value. Under these circumstances, the Individual
Defendants' fiduciary obligations require them to:
(a) Undertake an appropriate evaluation of AmeriData's
net worth as a merger/acquisition candidate;
(b) Engage in a meaningful auction with third parties
or reliable market check to obtain the best value for AmeriData's
public shareholders; and
(c) Act independently so that the interests of
AmeriData's public shareholders will be protected and enhanced.
22. The Individual Defendants have breached their fiduciary
duties by failing to fulfill their fiduciary obligations in a change
of control transaction, as described in
<PAGE>
paragraph 21. As a consequence, plaintiffs and all other members of
the Class have been and will be damaged in that they have not and will
not receive their fair proportion of the value of AmeriData's assets
and business, will be divested from their right to share in
AmeriData's future growth and development, and have been and will be
prevented from obtaining a fair price for their shares of AmeriData
stock.
23. GE has knowingly aided and abetted the breaches of
fiduciary duty committed by the Individual Defendants. Indeed, the
Transaction and the side-deals benefitting certain of the Individual
Defendants could not take place without the knowing participation of
GE.
24. By reason of the foregoing, each member of the Class
will suffer irreparable injury and damage absent injunctive relief.
25. Plaintiffs and other members of the Class have no
adequate remedy at law.
WHEREFORE, plaintiffs demand judgment in their favor and in
favor of the Class and against defendants as follows:
A. Declaring that this action is properly maintainable as
a class action, and certifying plaintiffs as class representatives;
B. Enjoining the Transaction and its components, the Offer
and the Merger;
<PAGE>
C. If the Transaction is consummated before judgment,
granting rescission or rescissory damages to plaintiffs and the Class;
D. Awarding plaintiffs and the Class compensatory damages;
E. Awarding plaintiffs and the Class the costs and
disbursements of this action, including reasonable attorneys' and
experts' fees; and
F. Granting such other and further relief as this Court
may deem just and proper.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
By /s/ Joseph A. Rosenthal
-----------------------------------
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899-1070
Attorneys for Plaintiffs
OF COUNSEL:
GOODKIND LABATON RUDOFF & SUCHAROW
100 Park Avenue
New York, New York 10017
SCHATZ & NOBEL, P.C.
216 Main Street
Hartford, CT 06106
LAW OFFICE OF MILES M. TEPPER
7 Becker Farm Road
Roseland, NJ 07068
<PAGE>
CERTIFICATE OF SERVICE
----------------------
I, Joseph A. Rosenthal, hereby certify that on June 14,
1996, I caused to be served two copies of the foregoing Notice of
Filing Amended Class Action Complaint by hand delivery on the
following:
Daniel A. Dreisbach, Esquire
Richards, Layton & Finger
One Rodney Square
Wilmington, DE 19801
/s/ Joseph A. Rosenthal
-----------------------------------
Joseph A. Rosenthal
NYFS08...:\60\47660\1181\1703\CMP6196T.070
