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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NEFF CORP.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE 006400941
(Title of class of securities) (CUSIP number)
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)
APRIL 11, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
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47660.1854
<PAGE>
<TABLE>
<CAPTION>
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CUSIP No. 006400941 13D Page 2 of 13
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<S> <C>
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1 NAME OF REPORTING PERSON: GECFS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEVADA
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NUMBER OF 7 SOLE VOTING POWER: 5,100,000 (SEE ITEM 5)
SHARES
------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 5,100,000 (SEE ITEM 5)
REPORTING
------------------------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,100,000 (SEE ITEM 5)
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.1%
(SEE ITEM 5)
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 006400941 13D Page 3 of 13
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1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION
I.R.S. IDENTIFICATION NOS. 13-1500700
OF ABOVE PERSONS:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK
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NUMBER OF 7 SOLE VOTING POWER: 5,100,000 (SEE ITEM 5)
SHARES
------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 5,100,000 (SEE ITEM 5)
REPORTING
------------------------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ------------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,100,000 (SEE ITEM 5)
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.1%
(SEE ITEM 5)
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14 TYPE OF REPORTING PERSON: CO
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<PAGE>
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CUSIP No. 006400941 13D Page 4 of 13
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1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. 06-1109503
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
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NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW)
SHARES
------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW)
REPORTING
------------------------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES
DISCLAIMED BY GENERAL ELECTRIC CAPITAL
SERVICES, INC.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE
(SEE 11 ABOVE)
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14 TYPE OF REPORTING PERSON: CO
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<PAGE>
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CUSIP No. 006400941 13D Page 5 of 13
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1 NAME OF REPORTING PERSON: GENERAL ELECTRIC COMPANY
S.S. OR I.R.S. IDENTIFICATION NO. 14-0689340
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK
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NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW)
SHARES
------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW)
REPORTING
------------------------------------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL
SHARES DISCLAIMED BY GENERAL
ELECTRIC COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
- ------------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE
(SEE 11 ABOVE)
- ------------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par
value $.01 per share ("Common Stock"), of Neff Corp., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
3750 N.W. 87th Avenue, Miami, Florida 33178.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by General Electric Capital
Corporation, a New York corporation ("GE Capital"), for and on behalf of itself,
GECFS, Inc. ("GECFS"), General Electric Capital Services, Inc. ("GECS") and
General Electric Company ("GE"). GECS is a wholly-owned subsidiary of GE, GE
Capital is a subsidiary of GECS and GECFS is a wholly owned subsidiary of GE
Capital. GE Capital, together with its affiliates, operates primarily in the
financing industry and, to a lesser degree, in the life insurance and
property/casualty insurance industries and maintains its principal executive
offices at 260 Long Ridge Road, Stamford, Connecticut 06927.
GECFS is a Nevada corporation with its principal executive
offices located at 260 Long Ridge Road, Stamford, Connecticut 06927 and operates
primarily in the financing industry.
GECS is a Delaware corporation with its principal executive
offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a
holding company which owns all the common stock of GE Capital and other
subsidiaries. GE is a New York corporation with its principal executive offices
located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in
providing a wide variety of industrial, commercial and consumer products and
services.
ITEMS 2(A), (B) AND (C)
For information with respect to the identity and background
of each executive officer and director of GECFS, GE Capital, GECS and GE see
Schedules I, II, III and IV attached hereto, respectively.
This statement is being filed while GECFS, GE Capital, GECS
and GE are in the process of verifying information required herein from their
respective executive officers and directors. If GECFS, GE Capital, GECS or GE
obtains information which would cause a change in the information contained
herein, an amendment to this statement will be filed that will set forth such
change in information.
ITEMS 2(D) AND (E)
During the last five years none of GECFS, GE Capital, GECS,
GE nor, to the best of their knowledge, any of their directors or executive
officers has been (i) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 2(F)
To the knowledge of GECFS, GE Capital, GECS and GE, all
persons identified on Schedules I through IV are U.S. citizens, except that (i)
Paolo Fresco, a director of GE, is an Italian citizen, (ii) Claudio X. Gonzalez,
a director of GE, is a Mexican citizen, (iii) Andrea Jung, a director of GE, is
a Canadian citizen, (iv) G.S. Malm, an executive officer of GE, is a Swedish
citizen and (v) Nigel Andrews, an executive officer of GECS and GE Capital and a
director of GECS and GE Capital, is a UK citizen.
6
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 22, 1995, the Company and GE Capital entered
into a purchase agreement (the "Purchase Agreement") providing for the purchase
on that date by GE Capital, for an aggregate purchase price of $12 million, of
300,000 shares of the Company's Series A Preferred Stock (the "Series A
Preferred Stock") and a warrant to acquire up to twenty percent (20%) of the
outstanding Common Stock. On December 30, 1996, GE Capital exercised the warrant
and acquired 26,667 shares of Common Stock at an exercise price of $0.01 per
share. Pursuant to an Exchange Agreement and following the exercise of the
warrant, GE Capital converted its shares of Common Stock into 800,000 shares of
Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the
"Series B Preferred Stock"). On December 30, 1996, GECFS purchased 800,000
shares of the Company's Series C Cumulative Convertible Preferred Stock, par
value $0.01 per share (the "Series C Preferred Stock"), for an aggregate
purchase price of $32 million. Thereafter, GE Capital transferred the Series B
Preferred Stock owned by it to GECFS. On March 25, 1998 GECFS exchanged all
800,000 shares of Series B Preferred Stock and all 800,000 shares of Series C
Preferred Stock for 6,000,000 shares of Class B Common Stock of the Company.
Each share of the Class B Common Stock of the Company is convertible, at the
option of the holder, into one share of the Common Stock of Neff Corp. On March
25, 1998 and May 20, 1998, GECFS sold an aggregate amount of 900,000 shares of
its Class B Common Stock to Santos Fund I, L.P. In May, 1998, the Company
redeemed all of the Series A Preferred Stock owned by GE Capital.
ITEM 4. PURPOSE OF TRANSACTION.
As described in a letter, dated April 14, 2000, from Kevin
Fitzgerald and GE Capital, each on behalf of Neff Investors, Inc. ("Neff
Investors"), to the Company (the "Proposal Letter") attached hereto as Exhibit
1, Neff Investors made a 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
Common Stock (exclusive of shares held by Jorge Mas, Juan Carlos Mas and Jose
Mas (the "Mas Group")) would be acquired for a cash price of $9.00 per share
(the "Cash Price"); (ii) 30% of the shares of Common Stock collectively held by
the Mas Group would be acquired for the Cash Price per share and (iii) the
balance of the 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 Proposal
Letter. The transactions described in the Proposal Letter are referred to herein
as the "Proposed Transaction." In connection with the Proposed Transaction, the
Company Common Stock would be delisted from the New York Stock Exchange and
would be deregistered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The Proposal 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 Proposal 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 Proposal Letter expired by
its terms on April 19, 2000. In a letter dated April 19, 2000, from Cadwalader,
Wickersham & Taft, counsel to the Special Committee of the Board of Directors of
the Company (the "Neff Special Committee"), to Kevin Fitzgerald and GE Capital
(the "Special Committee Letter") attached hereto as Exhibit 2, Kevin Fitzgerald
and GE Capital were notified that the 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, Kevin Fitzgerald and GE Capital
notified counsel to the 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 Proposal Letter, GE Capital and Kevin
Fitzgerald are prepared to work with the Neff Special Committee's legal and
financial advisors towards the completion of the transaction on terms and
7
<PAGE>
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 General Electric Capital Corporation.
GE Capital and GECFS expect to evaluate on an ongoing basis
the Company's financial condition, business, operations and prospects, market
price of the Common Stock, conditions in securities markets generally, general
economic and industry conditions and other factors. Accordingly, GE Capital and
GECFS reserve the right to change their plans and intentions at any time, as
they deem appropriate, and may or may not submit a new or revised proposal with
respect to the Company and may terminate, modify or withdraw the proposal
contained in the Subsequent Letter. In particular, GE Capital and GECFS may at
any time and from time to time acquire shares of Common Stock or securities
convertible or exchangeable for Common Stock or dispose of shares of Common
Stock or Class B Common Stock, or exchange Class B Common Stock which they have
acquired for Common Stock. Any such transactions may be effected at any time and
from time to time subject to any applicable limitations of the Securities Act of
1933, as amended, and the Exchange Act. The descriptions of the Proposal Letter,
the Special Committee Letter and the Subsequent Letter contained in this
Schedule 13D are qualified in their entirety by reference to the Proposal 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 set forth above, none of GECFS, GE Capital, GECS,
or GE has any plans or proposals which relate to or would result in the types of
transactions set forth in subparagraphs (a) through (j) of the instructions to
Item 4 of Schedule 13D (although they reserve the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) GECFS, Inc. is wholly-owned by General Electric
Capital Corporation through other subsidiaries of General Electric Capital
Corporation. GECFS, Inc. is the direct beneficial owner of 5,100,000 shares of
the Class B Common Stock of Neff Corp. Through its ownership of GECFS, Inc.,
General Electric Capital Corporation, GECS and GE may be deemed the beneficial
owner of such shares. For the purposes of calculating the percentage of Common
Stock of Neff Corp. beneficially owned by GECFS, Inc., General Electric Capital
Corporation, GECS and GE, it was assumed that the Class B Common Stock of Neff
Corp. held by GECFS, Inc. had been converted into Common Stock. The aggregate
percentage of Common Stock beneficially owned by GECFS, GE Capital, GECS and GE
is approximately 24.1%.
GECFS, GE Capital, GECS and GE have been advised that Jorge
Mas beneficially owns 5,602,744 shares of Common Stock which includes shares
beneficially owned through Santos Fund I, L.P. and Jorge Mas Holding I Limited
Partnership. These holdings constitute approximately 34.9 % of the Common Stock.
GECFS, GE Capital, GECS and GE have been advised that Juan
Carlos Mas beneficially owns 2,381,303 shares of Common Stock which includes
shares beneficially owned by Juan Carlos Mas Holding I Limited Partnership.
These holdings constitute approximately 11.3 % of the Common Stock.
GECFS, GE Capital, GECS and GE have been advised that Jose
Mas beneficially owns 2,381,303 shares of Common Stock which includes shares
beneficially owned by Jose Ramon Mas Holding I Limited Partnership. These
holdings constitute approximately 11.3 % of the Common Stock.
GECFS, GE Capital, GECS and GE have been advised that Kevin
Fitzgerald beneficially owns 1,336,610 shares of Common Stock which includes
shares beneficially owned by Santos Fund I, L.P. and shares of Common Stock
issuable upon the exercise of outstanding options to purchase Common Stock.
These holdings constitute approximately 8.3 % of the Common Stock.
As a result of the matters described in Item 4 above,
GECFS, GE Capital, GECS and GE together with Kevin Fitzgerald, Jorge Mas, Juan
Carlos Mas and Jose Mas may be deemed to constitute a group within the meaning
of Section 13(d)(3) of the Exchange Act and GECFS, GE Capital, GECS and GE may
be deemed to have acquired beneficial ownership of the shares of Common Stock
owned or deemed to be beneficially owned by Kevin Fitzgerald, Jorge Mas,
8
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Juan Carlos Mas and Jose Mas. GECS and GE disclaim beneficial ownership of any
such shares of Common Stock. The aggregate number of shares of Common Stock
beneficially owned by GECFS, GE Capital, Kevin Fitzgerald and the Mas Group is
15,901,960, representing 75.1% of the Common Stock.
Except as disclosed herein, none of GECFS, GE Capital,
GECS, GE, nor, to the best of their knowledge, any of their executive officers
and directors, beneficially owns any Common Stock of the Company or presently
has a right to acquire any Common Stock of the Company.
(c) Except as set forth above, neither GE Capital, GECS,
GE, nor, to the best of their knowledge, any of their executive officers or
directors, has effected any transaction in any Common Stock of the Company
during the past 60 days.
(d) No person except for GECFS is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, Common Stock covered by this statement.
(e) Not applicable.
Neither the filing of this Schedule 13D nor anything
contained herein is intended as, or should be construed as, an admission that
GECS or GE is the "beneficial owner" of any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 4 of this Schedule 13D, the Proposal
Letter (attached hereto as Exhibit 1), which expired on April 19, 2000,
contained a proposal by Kevin 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 as Exhibit 3) and in
response to the Special Committee Letter (attached as Exhibit 2), GE Capital and
Kevin Fitzgerald indicated that despite the expiration of the proposal set forth
in the Proposal Letter, they are prepared to work with the 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
Proposal Letter, the Special Committee Letter and the Subsequent Letter
contained in this Schedule 13D are qualified in their entirety by reference to
the Proposal 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 set forth in this Schedule 13D, and except for
the Joint Filing Agreement dated April 19, 2000 among GECFS, GE Capital, GECS
and GE, attached as Exhibit 4 to this Schedule 13D, none of GECFS, GE Capital,
GECS or GE have any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Proposal Letter, dated April 14, 2000.
Exhibit 2 Special Committee Letter, dated April 19, 2000
Exhibit 3 Subsequent Letter, dated April 20, 2000
Exhibit 4 Joint Filing Agreement dated April 21, 1999 among GECFS, GE Capital,
GECS and GE.
9
<PAGE>
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.
GECFS, INC.
By: /s/ Peter Ringger
---------------------------------
Name: Peter Ringger
Title: Director
Dated: April 21, 2000
10
<PAGE>
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.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Nancy E. Barton
---------------------------------
Name: Nancy E. Barton
Title: Senior Vice President,
General Counsel
and Secretary
Dated: April 21, 2000
11
<PAGE>
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.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
---------------------------------
Name: Nancy E. Barton
Title: Senior Vice President,
General Counsel
and Secretary
Dated: April 21, 2000
12
<PAGE>
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.
GENERAL ELECTRIC COMPANY
By: /s/ Nancy E. Barton
---------------------------------
Name: Nancy E. Barton
Title: Attorney-In-Fact
Dated: April 21, 2000
13
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SCHEDULE I TO SCHEDULE 13D
Filed by General Electric Capital Corporation
GECFS, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
<S> <C> <C>
Directors
- ---------
Peter Ringger GECFS, Inc. Global Business Development Manager, GE
4246 So. Riverboat Road Capital Financial Inc.
Salt Lake City, UT 84123
Brent P. Wallace GECFS, Inc. Chief Financial Officer, GE Capital Financial
4246 So. Riverboat Road Inc.
Salt Lake City, UT 84123
Jeffery R. Dye GECFS, Inc. President, GE Capital Financial Inc.
4246 So. Riverboat Road
Salt Lake City, UT 84123
Officers
Jeffery R. Dye GECFS, Inc. President, GE Capital Financial Inc.
4246 So. Riverboat Road
Salt Lake City, UT 84123
Brent P. Wallace GECFS, Inc. Secretary, GE Capital Financial Inc.
4246 So. Riverboat Road
Salt Lake City, UT 84123
</TABLE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
<S> <C> <C>
Directors
- ---------
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and
260 Long Ridge Road Secretary, General Electric Capital Corporation
Stamford, CT 06927
James R. Bunt General Electric Company Vice President and Treasurer, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President, GE Lighting
Nela Park
Cleveland, OH 44122
Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer, General
3135 Easton Turnpike Electric Company; Chairman and Chief Executive
Fairfield, CT 06431 Officer, General Electric Capital Services,
Inc.
Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel and
3135 Easton Turnpike Secretary, General Electric Company
Fairfield, CT 06431
Jeffrey R. Immelt General Electric Medical Systems President and Chief Executive Officer, General
3000 N. Grandview Boulevard Electric Medical Systems
Waukesha, WI 53188
W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive Officer, GE
One Neumann Way Aircraft Engines
Cincinnati, OH 45215-6301
John H. Myers GE Investment Corporation Chairman and President, GE Investment
3003 Summer Street Corporation
Stamford, CT 06904
Robert L. Nardelli General Electric Company President and Chief Executive Officer, GE
One River Road Power Systems
Schenectady, NY 12345
Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer, General
260 Long Ridge Road Electric Capital Corporation
Stamford, CT 06927
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Michael A. Neal General Electric Capital Corporation Executive Vice President, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial
260 Long Ridge Road Officer, General Electric Capital Corporation
Stamford, CT 06927
G.M. Reiner General Electric Company Senior Vice President - Chief Information
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
John M. Samuels General Electric Company Vice President and Senior Counsel, Corporate
3135 Easton Turnpike Taxes, General Electric Company
Fairfield, CT 06431
Keith S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial Officer, General
Fairfield, CT 06431 Electric Company
Edward D. Stewart General Electric Capital Corporation Executive Vice President, General Electric
1600 Summer Street Capital Corporation
Stamford, CT 06904
John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer, General
3135 Easton Turnpike Electric Company
Fairfield, CT 06431
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Executive Officers
- ------------------
Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer
260 Long Ridge Road
Stamford, CT 06927
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Michael A. Neal General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Edward D. Stewart General Electric Capital Corporation Executive Vice President
1600 Summer Street
Stamford, CT 06905
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial
260 Long Ridge Road Officer
Stamford, CT 06927
2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927
James A. Colica General Electric Capital Corporation Senior Vice President, Global Risk Management
260 Long Ridge Road
Stamford, CT 06927
Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes
777 Long Ridge Road
Stamford, CT 06927
Michael D. Fraizer General Electric Capital Corporation Senior Vice President, Insurance/Investment
6604 West Broad Street Products
Taylor Building
Richmond, VA 23230
Robert L. Lewis General Electric Capital Corporation Senior Vice President, Structured Finance Group
120 Long Ridge Road
Stamford, CT 06927
Marc J. Saperstein General Electric Capital Corporation Senior Vice President, Human Resources
260 Long Ridge Road
Stamford, CT 06927
Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, Corporate Treasury and
201 High Ridge Road Global Funding Operation
Stamford, CT 06927
</TABLE>
3
<PAGE>
SCHEDULE III TO SCHEDULE 13D
Filed by General Electric Capital Services, Inc.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
<S> <C> <C>
Directors
- ---------
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927
James R. Bunt General Electric Company Vice President and Treasurer, General
3135 Easton Turnpike Electric Company
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President,
Nela Park GE Lighting
Cleveland, OH 44122
Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer, General
3135 Easton Turnpike Electric Company; Chairman and Chief
Fairfield, CT 06431 Executive Officer, General Electric Capital
Services, Inc.
Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel and
3135 Easton Turnpike Secretary, General Electric Company
Fairfield, CT 06431
Jeffrey R. Immelt GE Medical Systems President and Chief Executive Officer, GE
3000 N. Grandview Blvd. Medical Systems
Waukesha, WI 53188
W. James McNerney, Jr. GE Aircraft Engines President and Chief Executive Officer, GE
One Neumann Way Aircraft Engines
Cincinnati, OH 45215-6301
John H. Myers GE Investment Corporation Chairman and President, GE Investment
3003 Summer Street Corporation
Stamford, CT 06905
Robert L. Nardelli General Electric Company President and Chief Executive Officer, GE
One River Road Power Systems
Schenectady, NY 12345
Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer,
260 Long Ridge Road General Electric Capital Corporation
Stamford, CT 06927
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Michael A. Neal General Electric Capital Corporation Executive Vice President, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial
260 Long Ridge Road Officer, General Electric Capital Corporation
Stamford, CT 06927
G.M. Reiner General Electric Company Senior Vice President - Chief Information
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
John M. Samuels General Electric Company Vice President and Senior Counsel, Corporate
3135 Easton Turnpike Taxes, General Electric Company
Fairfield, CT 06431
Keith S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial Officer, General
Fairfield, CT 06431 Electric Company
Edward D. Stewart General Electric Capital Corporation Executive Vice President, General Electric
1600 Summer Street Capital Corporation
Stamford, CT 06905
John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Executive Officers
- ------------------
Dennis D. Dammerman General Electric Capital Services, Inc. Vice Chairman and Executive Officer, General
3135 Easton Turnpike Electric Company; Chairman and Chief
Fairfield, CT 06431 Executive Officer, General Electric Capital
Services, Inc.
Nigel D.T. Andrews General Electric Capital Corporation Executive Vice President
260 Long Ridge Road See Schedule II.
Stamford, CT 06927
D.L. Calhoun General Electric Corporation Senior Vice President, GE Lighting
Nela Park
Cleveland, OH 44122
Denis J. Nayden General Electric Capital Corporation President and Chief Executive Officer
260 Long Ridge Road See Schedule II.
Stamford, CT 06927
Michael A. Neal General Electric Capital Corporation Executive Vice President
260 Long Ridge Road See Schedule II.
Stamford, CT 06927
Edward D. Stewart General Electric Capital Corporation Executive Vice President
1600 Summer Street See Schedule II.
Stamford, CT 06905
2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
James A. Parke General Electric Capital Corporation Executive Vice President and Chief Financial
260 Long Ridge Road Officer
Stamford, CT 06927 See Schedule II.
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927 See Schedule II.
James A. Colica General Electric Capital Corporation Senior Vice President, Global Risk Management
260 Long Ridge Road See Schedule II.
Stamford, CT 06927
Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes
777 Long Ridge Road See Schedule II.
Stamford, CT 06927
Marc J. Saperstein General Electric Capital Corporation Senior Vice President, Human Resources
260 Long Ridge Road See Schedule II.
Stamford, CT 06927
Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, Corporate Treasury
201 High Ridge Road and Global Funding Operation
Stamford, CT 06927 See Schedule II.
</TABLE>
3
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
<S> <C> <C>
Directors
- ---------
D.W. Calloway Pepsico, Inc. Retired Director and Chairman of the Board,
700 Anderson Hill Road Pepsico, Inc.
Purchase, NY 10577
J.I. Cash, Jr. Harvard Business School Professor of Business Administration-Graduate
Baker Library 187 School of Business Administration, Harvard
Soldiers Field University
Boston, MA 02163
S.S. Cathcart 222 Wisconsin Avenue Director and Retired Chairman, Illinois
Suite 103 Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Senior Vice President-Finance, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
P. Fresco Turin, Italy Chairman of the Board, Fiat SpA
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief Executive
S.A. de C.V. Officer,
Jose Luis Lagrange Kimberly-Clark de Mexico,
103, Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510,
Mexico
G.G. Michelson Federated Department Stores Former Member of the Board of Directors,
151 West 34th Street Federated Department Stores
New York, NY 10001
E.F. Murphy General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
J.D. Opie General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
R.S. Penske Penske Corporation Chairman of the Board and President, Penske
13400 Outer Drive, West Corporation
Detroit, MI 48239-4001
B.S. Prelskel Suite 3125 Former Senior Vice President, Motion Picture
60 East 42nd Street Association of America
New York, NY 10165
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Corporation Retired Chairman of the Board, CEO and former
1 Champion Plaza Director, Champion International Corporation
Stamford, CT 06921
D.A. Warner III J.P. Morgan & Co., Inc. and Guaranty Trust Co. Chairman of the Board, President, and Chief
60 Wall Street Executive Officer, J.P. Morgan & Co.
New York, NY 10260 Incorporated and Morgan Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
Executive Officers
- ------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44122
W.J. Conaty General Electric Company Senior Vice President - Human Resources
3135 Easton Turnpike
Fairfield, CT 06431
D.M. Cote General Electric Company Senior Vice President - GE Appliances
3135 Easton Turnpike
Fairfield, CT 06431
2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
D.D. Dammerman General Electric Company Senior Vice President - Finance
3135 Easton Turnpike
Fairfield, CT 06431
L.S. Edelheit General Electric Company Senior Vice President - Corporate Research and
P.O. Box 8 Development
Schenectady, NY 12301
B.W. Heineman, Jr. General Electric Company Senior Vice President - General Counsel and
3135 Easton Turnpike Secretary
Fairfield, CT 06431
J.R. Immelt General Electric Company Senior Vice President - GE Medical Systems
P.O. Box 414
Milwaukee, WI 53201
W.J. Lansing General Electric Company Vice President - Corporate Business Development
3135 Easton Turnpike
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President - GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 05215
E.F. Murphy General Electric Company Vice Chairman of the Board and Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
R.L. Nardelli General Electric Company Senior Vice President - GE Power Systems
1 River Road
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President - Corporate Financial Planning
3135 Easton Turnpike and Analysis
Fairfield, CT 06431
J.D. Opie General Electric Company Vice Chairman of the Board and Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
G.M. Reiner General Electric Company Senior Vice President - Chief Information
3135 Easton Turnpike Officer
Fairfield, CT 06431
G.L. Rogers General Electric Company Senior Vice President - GE Plastics
1 Plastics Avenue
Pittsfield, MA 01201
J.W. Rogers General Electric Company Vice President - GE Motors
1635 Broadway
Fort Wayne, IN 46801
3
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
L.G. Trotter General Electric Company Vice President - GE Electrical Distribution and
41 Woodward Avenue Control
Plainville, CT 06062
</TABLE>
4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
Exhibit 1 Proposal Letter, dated April 14, 2000.
Exhibit 2 Special Committee Letter, dated April 19, 2000
Exhibit 3 Subsequent Letter, dated April 20, 2000
Exhibit 4 Joint Filing Agreement dated April 21, 1999 among GECFS, GE
Capital, GECS and GE.
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
--------------
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.
<PAGE>
(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.
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
2
<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.
<PAGE>
Mr. Jorge Mas
April 11, 2000
Page 2
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, 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.
o Issue Amount: $59,955,000 Perpetual Class C Common
o Dividend: 7.0% Cash Dividend, payable quarterly. Payment
begins in year three with no dividend accrual or payment for
years one and two.
o Liquidation Preference: First liquidation preference over all
other common shares up to the Issue Amount.
o Voting Rights: full-voting rights
o 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.
o 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.
o Board of Directors Composition to be mutually agreed upon.
o Closing: On or about May 31, 2000 unless otherwise mutually
agreed.
o $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
Gerald A. Eppner
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
April 20, 2000
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
Exhibit 4
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date and any amendments thereto with
respect to beneficial ownership by the undersigned of shares of the Class A
Common Stock, par value $0.01 per share, of Neff Corp. is being filed on behalf
of each of the undersigned in accordance with Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: April 21, 2000
GECFS, INC.
By: /s/ Peter Ringger
-----------------------------------------
Name: Peter Ringger
Its: Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Nancy E. Barton
-----------------------------------------
Name: Nancy E. Barton
Title: Senior Vice President,
General Counsel
and Secretary
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
-----------------------------------------
Name: Nancy E. Barton
Title: Senior Vice President,
General Counsel
and Secretary
<PAGE>
GENERAL ELECTRIC COMPANY
By: /s/ Nancy E. Barton
-----------------------------------------
Name: Nancy E. Barton
Its: Attorney-In-Fact
2
