<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
CAREY INTERNATIONAL, INC.
(Name of Subject Company)
ALUWILL ACQUISITION CORP.
CAREY INTERNATIONAL, INC.
(Offerors Filing Schedule)
CHARTWELL INVESTMENTS II LLC
LIMOUSINE HOLDINGS, LLC
VIP HOLDINGS, LLC
VIP HOLDINGS II, LLC
VIP HOLDINGS III, LLC
FORD MOTOR COMPANY
VINCENT A. WOLFINGTON#
(Affiliates of Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
141750109
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C>
Vincent A. Wolfington Todd R. Berman
Chairman and Chief Executive Officer President
Carey International, Inc. Chartwell Investments II LLC
4530 Wisconsin Ave., N.W., Fifth Floor 717 Fifth Avenue, 23/rd/ Floor
Washington, D.C. 20016 New York, New York 10022
(202) 895-1200 (212) 521-5500
(Name, Address and Telephone Number of (Name, Address and Telephone Number of
Person Authorized to Receive Notices and Person Authorized to Receive Notices and
Communications on Behalf of Carey Communications on Behalf of Carey
International, Inc.) International, Inc.)
</TABLE>
With a copy to:
<TABLE>
<S> <C>
John P. Driscoll, Jr. Russell W. Parks, Jr.
James E. Dawson Paul A. Belvin
Nutter, McClennen & Fish, LLP Akin, Gump, Strauss, Hauer & Feld, L.L.P.
One International Place 1333 New Hampshire Avenue, N.W., Suite 400
Boston, MA 02110 Washington, DC 20036
(617) 439-2000 (202) 887-4000
</TABLE>
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee*
--------------------------------------------------------------------------------
$214,868,310 $42,973.66
--------------------------------------------------------------------------------
* Estimated for purposes of calculating amount of filing fee only. This
amount assumes the purchase of all outstanding shares of common stock (the
"Shares") of Carey International, Inc. at the tender offer price of $18.25
per Share. As of July 24, 2000, there were (1) 9,848,729 Shares issued and
outstanding and (2) unexercised options and warrants to acquire 1,924,877
Shares with an exercise price of less than $18.25 per Share. Based on the
foregoing, the transaction value is equal to the product of (1) the sum of
9,848,729 Shares outstanding and 1,924,877 Shares subject to options and
warrants to purchase Shares with an exercise price of less than $18.25 per
Share, and (2) $18.25 per Share. The amount of the filing fee, calculated
in accordance with Section 14(g) and Rule 0-11 of the Securities Exchange
Act of 1934, as amended, equals 1/50th of one percent of the value of the
transaction.
[X] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previous Paid: $42,973.66 Filing Party: Carey International, Inc.
Form or Registration No.: Schedule TO Date Filed: August 3, 2000
</TABLE>
<PAGE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
# Only Carey International, Inc. and Vincent A. Wolfington are deemed to be
Rule 13e-3 filing persons. Aluwill Acquisition Corp., Limousine Holdings,
LLC, VIP Holdings, LLC, VIP Holdings II, LLC, VIP Holdings III, LLC,
Chartwell Investments II LLC and Ford Motor Company are filing persons only
for purposes of Rule 14d-1.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
<PAGE>
This Amendment No. 2 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
on August 3, 2000, as amended by Amendment No. 1 thereto filed with the
Securities and Exchange Commission on September 1, 2000 (the "Schedule TO"), by
Carey International, Inc., a Delaware corporation ("Carey International"), and
Aluwill Acquisition Corp., a Delaware corporation ("Acquisition Company"), VIP
Holdings, LLC, a Delaware limited liability company, VIP Holdings II, LLC, a
Delaware limited liability company, VIP Holdings III, LLC, a Delaware limited
liability company, Limousine Holdings, LLC, a Delaware limited liability company
("Parent"), Chartwell Investments II LLC, a Delaware limited liability company
("Chartwell"), and Ford Motor Company, a Delaware corporation ("Ford") and,
among other things, adds Vincent A. Wolfington as a Rule 13e-3 filing person.
Carey International and Acquisition Company are collectively referred to herein
as the "Offerors." VIP Holdings, LLC, VIP Holdings II, LLC and VIP Holdings III,
LLC (collectively, "Holdings") and Parent, Chartwell and Ford are affiliates of
Acquisition Company (the "Affiliates"). The Schedule TO relates to the offer by
the Offerors to purchase all of the outstanding shares of Carey International's
common stock, par value $0.01 per share, at a price of $18.25, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 3, 2000 (the "Offer to Purchase")
and in the related Letter of Transmittal (the "Letter of Transmittal"), which,
as each may be amended and supplemented from time to time, together constitute
the "Offer." Capitalized terms used by not defined herein have the meanings
assigned to such terms in the Offer to Purchase.
Items 1, 4 and 6.
Items 1, 4 and 6 of the Schedule TO are hereby amended and supplemented as
follows:
On September 7, 2000, the Offerors issued a press release announcing that
they had extended the date and time of the expiration of the Offer to September
14, 2000, at 5:00 p.m., New York City time. The expiration of the Offer remains
subject to further extension, subject to the terms of the Offer. A copy of the
press release is being filed herewith as Exhibit (a)(5)(ix) and is incorporated
herein by reference.
Items 3, 8 and 10.
Items 3, 8 and 10 of the Schedule TO are hereby amended and supplemented as
follows:
The Offer to Purchase is amended by deleting the second sentence in the
first paragraph of the section titled "Certain Information Concerning Carey
International" on page 61.
The section titled "Certain Information Concerning Carey Information" on
page 62 of the Offer to Purchase is amended by (i) deleting the amounts listed
for book value per share and the ratio of earnings to fixed charges and adding
the following amounts for the ratio of earnings to fixed charges for the years
ended November 30, 1998 and 1999 and the six months
3
<PAGE>
ended May 31, 1999 and 2000, respectively: 8.91, 6.88 and 6.77; and (ii) adding
the following information:
Six Months Ended Six Months End
May 31, 1999 May 31, 2000
------------ ------------
OPERATING DATA:
Net revenue................................. $81,654 $115,888
Operating income............................ 7,898 9,037
Net income.................................. 4,533 4,786
Basic net income per share.................. 0.48 0.49
Diluted net income per share................ 0.45 0.47
BALANCE SHEET DATA:
(At End of Period)
Total assets................................ $203,091
Total liabilities........................... 92,641
Stockholders' equity........................ 110,450
Book value per share........................ 11.34
Items 4 and 5.
Items 4 and 5 of the Schedule TO are hereby amended and supplemented as
follows:
The Offer to Purchase is amended by adding the following to the end of the
second full paragraph on page 6 thereof in the section titled "Background of the
Transactions; Contacts with Carey International":
"Following the announcement and the decline in the stock price, Carey
International learned that three of the seven analysts that had previously
provided research coverage on Carey International would no longer do so.
Carey International hoped to find other analysts to provide coverage or
convince the former Carey International analysts to resume coverage, but its
conversations with the analysts and its experience in finding analysts
willing to cover the company suggested that Carey International would have
little likelihood of replacing the lost analysts until after reporting
several successive quarters of successful financial performance, if then."
Item 4.
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
4
<PAGE>
The Offer to Purchase is amended by revising the second sentence of the
first full paragraph on page 10 under the section titled "Recommendation of the
Board of Directors of Carey International; Fairness of the Offer and the Merger
-- The Special Committee of the Board of Directors" to read as follows:
"In reaching its decision that the consideration to be received by the
holders of Shares (other than the Management Investors) in the Offer and
the Merger is fair and that it should recommend the Merger Agreement and
the transactions contemplated thereby, including the Offer and the Merger,
to the full Board, the Special Committee considered a number of factors,
including the following:"
The Offer to Purchase is amended by revising the second sentence of
numbered paragraph (iv) on page 10 under the section titled "Recommendation of
the Board of Directors of Carey International; Fairness of the Offer and the
Merger -- The Special Committee of the Board of Directors" to read as follows:
"This determination was the result of the Special Committee's personal
participation in the negotiations with Acquisition and Parent, as well as
the advice of the Special Committee's advisors and the leveraged buyout
analysis presented to the Special Committee by FBR, in an attempt to obtain
the highest possible price."
The Offer to Purchase is amended by adding the following sentence to the
end of numbered paragraph (xiii) on page 11 under the section titled
"Recommendation of the Board of Directors of Carey International; Fairness of
the Offer and the Merger -- The Special Committee of the Board of Directors":
"In this regard, the Special Committee reviewed the leveraged buyout
analysis prepared by FBR at the request of the Special Committee in order
to determine that the possible internal rates of return of the Management
Investors from their continued equity interest in Carey International were
reasonable."
The Offer to Purchase is amended by adding new numbered paragraph (xvii) on
page 12 under the section titled "Recommendation of the Board of Directors of
Carey International; Fairness of the Offer and the Merger -- The Special
Committee of the Board of Directors" as follows:
(xvii) Other Factors. The Special Committee took note of the fact
that the $18.25 per Share to be received in the Offer and the Merger is in
excess of the net book value per Share of Carey International. At May 31,
2000, the book value per Share of Carey International was $11.34. The
Special Committee did not undertake a liquidation value analysis and did
not conduct a going concern analysis other than its review of the
discounted cash flow, comparable transaction and leveraged buyout analyses
presented to
5
<PAGE>
the Special Committee by FBR. Carey International has not repurchased any
Shares in the last two years.
The Offer to Purchase is amended by revising the first full paragraph on
page 12 under the section titled "Recommendation of the Board of Directors of
Carey International; Fairness of the Offer and the Merger -- The Board of
Directors" to read as follows:
"In reaching its decision that the consideration to be received by the
holders of Shares (other than the Management Investors) in the Offer and
the Merger is fair and that it should approve the Merger Agreement and the
transactions contemplated thereby, the full Board considered and relied
upon the conclusions and the unanimous recommendation of the Special
Committee that the full Board approve the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, and
the factor and considerations referred to above as having been taken into
account by the Special Committee, as well as the Board's own familiarity
with Carey International's business, financial condition and prospects and
the advice of financial advisors and legal counsel."
The Offer to Purchase is amended by revising the introductory clause to the
second full paragraph on page 13 thereof in the section titled "Recommendation
of the Board of Directors of Carey International; Fairness of the Offer and the
Merger -- The Board of Directors" to read as follows:
"The Board believes that the Offer and the Merger are procedurally fair to
the holders of Shares (other than the Management Investors) because, among
other things:"
The Offer to Purchase is amended by adding a new paragraph following the
last paragraph on page 13 under the section titled "Recommendation of the Board
of Directors; Fairness of the Offer and the Merger -- The Board of Directors" as
follows:
"Vincent A. Wolfington believes that the Offer and the Merger are fair
to and in the best interests of the holders of Shares (other than the
Management Investors). Mr. Wolfington bases his belief on the following
factors: (i) the conclusions and unanimous recommendation of the Special
Committee; (ii) the considerations referred to above as having been taken
into account by the Special Committee, including, among others, (1) the
fact that the Merger Agreement and the transactions contemplated thereby
were the product of arm's length negotiations among Acquisition Company,
Parent and a Special Committee composed of four independent directors, (2)
the fact that the $18.25 per Share cash consideration to be paid in the
Offer represents a substantial premium over the trading price of the Shares
prior to the announcement on June 29, 2000 that Carey International was in
negotiations regarding a possible acquisition of Carey International, (3)
the fact that the Special Committee received an opinion from FBR that, as
of the date of the FBR Opinion and subject to the assumptions, limitations
and qualifications set forth in the FBR Opinion, the $18.25 per Share cash
consideration to be received in the Offer
6
<PAGE>
and the Merger by holders of Shares (other than the Management Investors) was
fair to such holders from a financial point of view, and (4) the fact that
the transaction is structured as an immediate cash tender offer in which the
holders of Shares (other than the Management Investors) have the opportunity
to obtain cash for all of their Shares at the earliest possible time; (iii)
the financial advice and the financial presentations of BGC that the Board of
Directors (on which Mr. Wolfington serves as Chairman) received since January
2000; (iv) the opinion BGC that, as of the date of the BGC Opinion and
subject to the assumptions, limitations and qualifications set forth in the
BGC Opinion, the $18.25 per Share cash consideration to be received in the
Offer and the Merger by holders of Shares (other than the Management
Investors) was fair to such holders from a financial point of view; and (v)
Mr. Wolfington's own familiarity with Carey International's business,
financial condition and prospects.
"Mr. Wolfington believes that the Offer and the Merger are
procedurally fair for the reasons referred to above to having been taken into
account by the Board of Directors."
The Offer to Purchase is amended by adding a new sentence to the end of the
subsection titled "Comparable Transaction Analysis" on page 16 under the section
titled "Opinion of the Board's Financial Advisors -- Opinion of FBR" as follows:
"Standing alone, the LTM EBIT and net income analyses suggest that the $18.25
per Share price is less, on a relative basis, than the stockholders of Carey
would have received in the majority of the comparable transactions."
The Offer to Purchase is amended by deleting the word "solely" in the last
paragraph of the subsection titled "Other Analyses" on page 22 under the section
titled "Opinion of the Board's Financial Advisors -- Opinion of BGC."
Items 4, 5 and 6.
Items 4, 5 and 6 of the Schedule TO are hereby amended and supplemented as
follows:
The Offer to Purchase is amended by adding the following sentence to the end
of the paragraph captioned "Change of Control Payments" on page 44:
"While one of the purposes of the change of control agreements was to
increase management's ability to review objectively offers to acquire Carey
International, the principal purpose of the change of control agreements was
to retain and motivate key management in the wake of the significant decline
in Carey International's stock price in April 2000 and the related diminished
morale of members of management."
7
<PAGE>
The Offer to Purchase is amended by adding the following two sentences to
the end of the paragraph captioned "Additional Option-Related Compensation" on
page 44:
"The Compensation Committee authorized payment of the additional cash
compensation in lieu of making additional option grants to the
recipients. The principal reason that the Board intended to grant
additional options to management on May 3, 2000 was to retain and
motivate management in the wake of the significant decline in Carey
International's stock price in April 2000 and the related diminished
morale of management."
The Offer to Purchase is amended by deleting the paragraph captioned
"Option Repricing and Acceleration" on page 45 under the section titled
"Interests of Certain Persons in the Transaction" and replacing it with the
following:
"Option Acceleration. In order to satisfy a condition to
Acquisition Company's execution of the Merger Agreement that the options
of the Management Investors be exercisable prior to the execution of the
Merger Agreement, on July 15, 2000 the Board accelerated, effective
immediately before the execution of the Merger Agreement, the vesting of
all previously unvested Company Options held by the executive officers
(including the Management Investors) and all other holders of unvested
Company Options (which did not include any members of the Special
Committee) with the effect that all such Company Options that were not
previously fully exercisable became so. Acquisition Company required the
acceleration of the Management Investors' options in order to allow the
Surviving Corporation potentially to qualify for recapitalization
accounting treatment. In all, Company Options to purchase 642,001 Shares
held by executive officers that were not previously exercisable became
fully exercisable immediately before the execution of the Merger
Agreement.
"Option Repricing. On May 3, 2000, the Compensation Committee of
the Board repriced Company Options to purchase 346,147 Shares, at
exercise prices ranging from $10.50 to $19.25 per Share, to $8.25, the
market price at the date of repricing. With the exception of one
executive officer's Company Option to purchase 10,000 Shares and one non-
executive officer Management Investor's Company Option to purchase 10,000
Shares, no Company Options held by executive officers or Management
Investors were repriced in May 2000. The principal purpose of the option
repricing was to retain and motivate key employees in the wake of the
significant decline in Carey International's stock price in April 2000
and the related diminished morale of those employees. Stockholder
approval of the repricing was neither required nor obtained."
The Offer to Purchase is amended by adding the following new paragraph to
the end of the subsection captioned "Equity Participation by Directors and
Executive Officers of Carey International" on page 44:
8
<PAGE>
"Mr. Wolfington currently beneficial owns 566,069 Shares (including Shares
that may be acquired upon the exercise of Company Options). As of July 24,
2000, the Shares beneficially owned by Mr. Wolfington could be deemed to
represent approximately $6.4 million (or 5.4%) of the Carey International's
book value at May 31, 2000 and approximately $263,000 (or 5.4%) of Carey
International's net income for the six months ended May 31, 2000 (excluding
the effect of outstanding options held by others). After the Merger, Mr.
Wolfington will hold approximately 48,892 shares of common stock of the
Surviving Corporation. Without making any financial statement adjustments for
the Transaction, these shares could be deemed to represent approximately $7.1
million (or 6.4%) of the Carey International's book value at May 31, 2000 and
approximately $307,000 (or 6.4%) of Carey International's net income for the
six months ended May 31, 2000."
Items 4 and 7.
Items 4 and 7 of the Schedule TO are hereby amended and supplemented as
follows:
The Offer to Purchase is amended by adding the following sentence as the
penultimate sentence in the first full paragraph on page 67 under the section
titled "Source and Amount of Funds":
"No alternative financing plans exist in the event these funds are
unavailable."
"The Offer to Purchase is amended by revising the first sentence of the first
full paragraph on page 70 under the section titled "Conditions to the Offer"to
read as follows:
"The foregoing conditions are for the benefit of the Offerors and, subject to
the provisions of the Merger Agreement, may be waived at any time on or
before the Expiration Date."
Items 5 and 6.
Items 5 and 6 of the Schedule TO are hereby amended and supplemented as
follows:
The Offer to Purchase is amended by replacing the phrase "one other
individual" on page 40 in the first paragraph of the section captioned
"Wolfington Employment Agreement" with the phrase "two other individuals."
The Offer to Purchase is amended by replacing the penultimate sentence of the
third paragraph of the section captioned "Wolfington Employment Agreement" on
page 40 with the following new sentence: "The loan will mature on the earlier to
occur of (i) the sale of his shares of Carey International pledged to
collateralize the loan, (ii) 120 days after the termination of Mr. Wolfington's
employment for cause (which 120-day period will be stayed during the pendency of
any contest by Mr. Wolfington of his termination) or (iii) the tenth anniversary
of the closing date of the Offer. Chartwell will have the right to designate six
individuals to be elected to the Board, Ford will have the right to designate
two individuals to be elected to the Board, and Mr. Wolfington will have the
right to designate three individuals (including himself) to the Board."
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 5, 2000
Carey International, Inc.
By: /s/ Vincent A. Wolfington
---------------------------------
Name: Vincent A. Wolfington
Title: Chairman and Chief Executive Officer
Aluwill Acquisition Corp.
By: /s/ Michael Shein
---------------------------------
Name: Michael Shein
Title: Vice President
Limousine Holdings, LLC
By: /s/ Michael Shein
---------------------------------
Name: Michael Shein
Title: Manager
VIP Holdings, LLC
By: /s/ Michael Shein
---------------------------------
Name: Michael Shein
Title: Manager
VIP Holdings II, LLC
By: /s/ Michael Shein
---------------------------------
Name: Michael Shein
Title: Manager
VIP Holdings III, LLC
By: /s/ Michael Shein
---------------------------------
Name: Michael Shein
Title: Manager
10
<PAGE>
Chartwell Investments II LLC
By: /s/ Michael Shein
-------------------------------
Name: Michael Shein
Title: Manager
Ford Motor Company
By: /s/ Peter Sherry
-------------------------------
Name: Peter Sherry
Title: Assistant Secretary
By: /s/ Vincent A. Wolfington
--------------------------------
Vincent A. Wolfington
11
<PAGE>
EXHIBIT INDEX
(a)(1)(i)* Offer to Purchase.
(a)(1)(ii)* Letter of Transmittal.
(a)(2)** Letter to Stockholders from Vincent A. Wolfington, Chairman and
Chief Executive Officer of Carey International, dated August 3,
2000.
(a)(3)* See exhibit (a)(1)(i).
(a)(4) Not applicable.
(a)(5)(i)* Notice of Guaranteed Delivery.
(a)(5)(ii)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5)(iii)* Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5)(iv)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(5)(v)* Press Release dated July 19, 2000. Incorporated by reference to
Carey International's Schedule TO-C filed on July 19, 2000.
(a)(5)(vi)* Letter to Employees, Subsidiaries and Licensees dated July 20,
2000. Incorporated by reference to Carey International's Schedule
TO-C filed on July 20, 2000.
(a)(5)(vii)* Summary Advertisement dated August 3, 2000.
(a)(5)(viii)*Press Release dated August 31, 2000.
(a)(5)(ix) Press Release dated September 7, 2000.
(b)(i)* Senior Credit Facility Commitment Letter, dated July 12, 2000, by
and among Chartwell, First Union National Bank, Fleet National
Bank, First Union Securities and Fleet Robertson Stephens Inc.
(b)(ii)* Senior Subordinated Note Commitment Letter, dated July 12, 2000, by
and among Chartwell, GarMark Advisors L.L.C. and First Union
Investors, Inc.
(b)(iii)* Form of Loan Agreement by and between Acquisition Company and Carey
International.
(c)(1)** Opinion of Benedetto, Gartland & Company, Inc., dated July 15,
2000.
(c)(2)* Presentation by Benedetto, Gartland & Company, Inc., made to Carey
International's Board of Directors on July 15, 2000.
(c)(3)** Opinion of Friedman Billings Ramsey & Co., Inc., dated July 15,
2000.
(c)(4)* Presentation of Friedman Billings Ramsey & Co., Inc., made to the
Special Committee of the Board of Directors on July 15, 2000.
(d)(i)* Agreement and Plan of Merger, dated as of July 19, 2000, by and
among Carey International, Acquisition Company, Parent and Eranja
Acquisition Sub, Inc. and certain exhibits thereto. Incorporated by
reference to Exhibit 2.1 to Carey International's Current Report on
Form 8-K dated July 19, 2000 and filed on July 26, 2000.
<PAGE>
(d)(ii)* Stock Option Agreement, dated as of July 19, 2000, by and among
Parent, Acquisition Company and Carey International. Incorporated
by reference to Exhibit 4.1 to Carey International's Current Report
on Form 8-K dated July 19, 2000 and filed on July 26, 2000.
(d)(iii)* Employment Agreement, dated as of May 12, 2000, by and between
Carey International and Vincent A. Wolfington.
(d)(iv)* Employment Agreement, dated as of May 12, 2000, by and between
Carey International and Don R. Dailey.
(d)(v)* Severance, Change of Control and Noncompetition Agreement, dated as
of May 12, 2000, by and between Carey International and David H.
Haedicke.
(d)(vi)* Severance, Change of Control and Noncompetition Agreement, dated as
of May 12, 2000, by and between Carey International and Devin J.
Murphy.
(d)(vii)* Severance, Change of Control and Noncompetition Agreement, dated as
of May 12, 2000, by and between Carey International and Sally A.
Snead.
(d)(viii)* Severance, Change of Control and Noncompetition Agreement, dated as
of May 12, 2000, by and between Carey International and Guy C.
Thomas.
(d)(ix)* Severance, Change of Control and Noncompetition Agreement, dated as
of May 12, 2000, by and between Carey International and Eugene S.
Willard.
(d)(x)* Severance, Change of Control and Noncompetition Agreement, dated as
of May 12, 2000, by and between Carey International and John C.
Wintle.
(d)(xi)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Vincent A. Wolfington .
(d)(xii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Don R. Dailey.
(d)(xiii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Richard A. Anderson, Jr.
(d)(xiv)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
David H. Haedicke.
(d)(xv)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Gary L. Kessler .
(d)(xvi)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Devin J. Murphy.
(d)(xvii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Sally A. Snead.
(d)(xviii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Guy C. Thomas.
(d)(xix)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Eugene S. Willard .
(d)(xx)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
John C. Wintle.
<PAGE>
(e)(i)* Form of Letter Agreement to be entered into by and between
Chartwell and Acquisition Company.
(e)(ii)* Form of Management Consulting Agreement to be entered into by and
between Carey International and Chartwell.
(e)(iii)* Form of Management Consulting Agreement to be entered into by and
between Carey International and Ford.
(f)** Section 262 of the Delaware General Corporation Law regarding
Appraisal Rights.
(g) Not applicable.
(h) Not applicable.
____________
* Previously filed.
** Included in copies of the Offer to Purchase (Exhibit (a)(1)(i)).
