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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 Exchange Act of 1934
(Amendment No. 5) *
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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 of Behalf of Bidders
COPIES TO:
WILLIAM M. GUTOWITZ, ESQ.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
* Constituting the Final Amendment to Schedule 14D-1.
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CUSIP No. 03069V 10 3 14D-1
1 NAME OF REPORTING PERSON: GAC Acquisition I Corp.
S.S. OR IRS IDENTIFICATION 58-2244201
NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [_]
OF A GROUP: (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL N/A [_]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF State of Delaware
ORGANIZATION:
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 22,572,121 (including
EACH REPORTING PERSON 796,711 shares tendered by
means of guaranteed
delivery)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN N/A [_]
ROW (7) EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT 91.1%*
IN ROW (7)
10 TYPE OF REPORTING PERSON CO
* For purposes of determining the percent of the class represented by
the amount in row (7), the number of outstanding shares of common
stock of AmeriData Technologies, Inc. ("AmeriData") includes 1,575,000
shares of AmeriData common stock held by SBC Technologies, Inc., a
wholly owned subsidiary of AmeriData.
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CUSIP No. 03069V 10 3 14D-1
1 NAME OF REPORTING PERSON: General Electric Capital
Corporation
S.S. OR IRS IDENTIFICATION NO. OF 13-1500700
ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF (a) [_]
A GROUP: (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: 00
5 CHECK BOX IF DISCLOSURE OF LEGAL N/A [_]
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF State of New York
ORGANIZATION:
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 22,572,121 (including
EACH REPORTING PERSON 796,711 shares tendered by
means of guaranteed
delivery)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW N/A [_]
(7) EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT 91.1%*
IN ROW (7)
10 TYPE OF REPORTING PERSON CO
* The footnote on page 2 is incorporated herein by reference.
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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, 3 and
4, 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. 5. 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 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
(a)-(b) A copy of the press release, dated July 15, 1996, by
General Electric Capital Corporation ("Parent")
announcing the expiration of the Offer and acceptance
for payment of the Shares tendered pursuant thereto and
its plans to effect a merger of a wholly-owned
subsidiary of Parent into AmeriData, is attached hereto
as Exhibit (a)(13), and the complete text thereof is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Press Release dated July 15, 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 15, 1996 GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Victor Guaglianone
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Name: Victor Guaglianone
Title: Vice President
GAC ACQUISITION I CORP.
By: /s/ D. Michael Upton
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Name: D. Michael Upton
Title: Vice President
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EXHIBIT INDEX
EXHIBIT EXHIBIT
NO.
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(a)(13) Press Release dated July 15, 1996
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EXHIBIT (a)(13)
PRESS RELEASE
FOR IMMEDIATE RELEASE
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GE CAPITAL ACQUIRES 91% OF
AMERIDATA TECHNOLOGIES, INC., IN CASH TENDER OFFER
Stamford, CT, July 15, 1996 -
GE Capital Services announced today that its indirect wholly-owned
subsidiary, GAC Acquisition I Corp., has accepted for payment
22,572,121 shares of common stock of AmeriData Technologies, Inc.
(NYSE:ADA) pursuant to its cash tender offer for all outstanding
shares of AmeriData common stock, at $16 per share, which expired at
5:00 p.m., EDT, on July 12, 1996. The shares tendered include 796,711
shares tendered by means of guaranteed delivery.
As a result of the tender offer, GE Capital now owns approximately 91%
of the outstanding shares of AmeriData common stock and intends to
effect the merger of GAC Acquisition I Corp. with and into AmeriData,
whereby AmeriData will become an indirect wholly-owned subsidiary of
GE Capital. Of the 2,213,911 outstanding shares of AmeriData common
stock not owned by GAC Acquisition I Corp., 1,575,000 are held by a
wholly-owned subsidiary of AmeriData.
AmeriData Technologies, Inc., one of the largest independent providers
of computer products, networks, and services, has over 140 locations
worldwide and anticipated 1996 revenue of approximately $2.0 billion.
The company's 3,500 employees include 1,000 sales and 1,500 technical
professionals dedicated to servicing the needs of the commercial and
public sectors.
AmeriData will become a subsidiary of GE Capital's Technology
Management Services (TMS) business. GE Capital TMS is a leading
provider of desktop, network and enterprise wide outsourcing services,
that specializes in helping customers manage their technology assets
through the life cycle and reducing their cost of ownership.
GE Capital Services, which has assets of over US$185 billion, is a
global, diversified financial services company with 26 specialized
businesses. A wholly-owned subsidiary of General Electric Company, GE
Capital Services, 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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