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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
CAREY INTERNATIONAL, INC.
(Name of Subject Company)
CAREY INTERNATIONAL, INC.
(Name of Person Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
141750109
(Cusip Number of Class of Securities)
VINCENT A. WOLFINGTON
CAREY INTERNATIONAL, INC.
4530 WISCONSIN AVE., N.W., FIFTH FLOOR
WASHINGTON D.C. 20016
(202) 895-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
with a copy to:
JOHN P. DRISCOLL, JR.
JAMES E. DAWSON, ESQ.
NUTTER, MCCLENNEN & FISH, LLP
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 439-2000
[_] Check this box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Statement on Schedule 14D-9 relates to the joint tender offer by Carey
International, Inc., a Delaware corporation, and Aluwill Acquisition Corp., a
Delaware corporation ("Acquisition Company"), to purchase any and all of the
outstanding shares of Carey International's common stock, par value $0.01 per
share, at a price of $18.25 per share in cash, without interest, on 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". VIP Holdings, LLC, a Delaware
limited liability company, VIP Holdings II, LLC, a Delaware limited liability
company, and VIP Holdings III, LLC, a Delaware limited liability company
(collectively, "Holdings"), Limousine Holdings, LLC, a Delaware limited
liability company ("Parent"), Chartwell Investments II LLC, a Delaware limited
liability company ("Chartwell"), Ford Motor Company, a Delaware corporation, and
Vincent A. Wolfington are affiliates of Acquisition Company (the "Affiliates").
The information in the Offer to Purchase, a copy of which was filed as
Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO dated August 3,
2000, as amended by Amendment No. 1 thereto filed with the Securities and
Exchange Commission (the "Commission") on September 1, 2000, Amendment No. 2
thereto filed on September 7, 2000, Amendment No. 3 thereto filed on August 13,
2000 and Amendment No. 4 thereto filed on August 15, 2000, is incorporated
herein by reference in response to all of the Items of this Statement as more
particularly described below.
ITEM 1. SUBJECT COMPANY INFORMATION
The name of the subject company/issuer is Carey International, Inc., a
Delaware corporation ("Carey International"). Carey International's executive
offices are located at 4530 Wisconsin Avenue, N.W., Fifth Floor, Washington,
D.C. 20016. The telephone number of Carey International at such offices is
(202) 895-1200.
The class of securities to which this statement relates is the common
stock, par value $.01 per share, of Carey International, of which 9,848,729
shares were issued and outstanding as of July 24, 2000.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The name and business address of Carey International, which is the entity
filing this Statement, are set forth in Item 1 above.
The information set forth in the section of the Offer to Purchase captioned
"Introduction" is incorporated herein by reference.
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The Schedule TO states that the principal offices of Acquisition Company,
Holdings, Parent and Chartwell are located at 717 Fifth Avenue, 23/rd/ Floor,
New York, New York 10022 and the principal offices of Ford are located at One
American Road, Dearborn, Michigan 48126. Vincent A. Wolfington's business
address is c/o Carey International, Inc., 4530 Wisconsin Avenue, N.W., Fifth
Floor, Washington, D.C. 20016.
ITEM 3. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the sections of the Offer to Purchase
captioned "Introduction," "Special Factors -- Section 1 (Background of the
Transaction; Contacts with Carey International)", "Special Factors -- Section 7
(The Merger Agreement and Related Documents)", "Special Factors -- Section 8
(Interests of Certain Persons in the Transaction)", "Tender Offer -- Section 7
(Certain Information Concerning Carey International)", "Tender Offer -- Section
8 (Certain Information Concerning Chartwell, Holdings, Parent and Acquisition
Company)", "Tender Offer -- Section 9 (Certain Information Concerning Ford)" and
Schedules I, II, III and IV is incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The information set forth in the sections of the Offer to Purchase
captioned "Introduction," "Special Factors -- Section 1 (Background of the
Transaction; Contacts with Carey International)", "Special Factors -- Section 2
(Recommendation of the Board of Directors of Carey International; Fairness of
the Offer and the Merger)" and "Special Factors -- Section 8 (Interests of
Certain Persons in the Transaction)" is incorporated herein by reference.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
The information set forth in the sections of the Offer to Purchase
captioned "Introduction," "Special Factors -- Section 11 (Fees and Expenses)"
and "Tender Offer -- Section 14 (Fees and Expenses)" is incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The information set forth in the sections of the Offer to Purchase
captioned "Tender Offer -- Section 7 (Certain Information Concerning Carey
International)", "Tender Offer -- Section 8 (Certain Information Concerning
Chartwell, Holdings, Parent and Acquisition Company)", "Tender Offer -- Section
9 (Certain Information Concerning Ford)" and Schedules I, II, III and IV is
incorporated herein by reference.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The information contained in the sections of the Offer to Purchase
captioned "Introduction," "Special Factors -- Section 1 (Background of the
Transaction; Contacts with Carey International)",
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"Special Factors -- Section 4 (Purpose and Structure of the Transaction)",
"Special Factors -- Section 7 (The Merger Agreement and Related Documents)",
Special Factors -- Section 8 (Interests of Certain Persons in the Transaction)",
"Special Factors -- Section 9 (Financing of the Transaction)", "The Tender
Offer --Section 10 (Source and Amount of Funds)" and "The Tender Offer --
Section 11 (Effect of the Offer on the Market for the Common Stock; Exchange Act
Registration) is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION
None.
ITEM 9. EXHIBITS
The exhibits listed in the accompanying Exhibit Index are filed as part of
this Statement.
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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.
Dated: September 15, 2000
CAREY INTERNATIONAL, INC.
By: /s/ Vincent A. Wolfington
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Name: Vincent A. Wolfington
Title: Chairman and Chief Executive Officer
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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.
(a)(5)(vi)**** Letter to Employees, Subsidiaries and Licensees dated 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.
(a)(5)(x)* Press Release dated September 15, 2000.
(a)(5)(xi)** Opinion of Benedetto, Gartland & Company, Inc., dated July 15,
2000.
(a)(5)(xii)** Opinion of Friedman Billings Ramsey & Co., Inc., dated July 15,
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)* Presentation by Benedetto, Gartland & Company, Inc., made to
Carey International's Board of Directors on July 15, 2000.
(c)(2)* Presentation of Friedman Billings Ramsey & Co., Inc., made to the
Special Committee of the Board of Directors on July 15, 2000.
(e)(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.
(e)(ii)***** Stock Option Agreement, dated as of July 19, 2000, by and among
Parent, Acquisition Company and Carey International.
(e)(iii)* Employment Agreement, dated as of May 12, 2000, by and between
Carey International and Vincent A. Wolfington.
(e)(iv)* Employment Agreement, dated as of May 12, 2000, by and between
Carey International and Don R. Dailey.
(e)(v)* Severance, Change of Control and Noncompetition Agreement, dated
as of May 12, 2000, by and between Carey International and David
H. Haedicke.
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(e)(vi)* Severance, Change of Control and Noncompetition Agreement, dated
as of May 12, 2000, by and between Carey International and Devin
J. Murphy.
(e)(vii)* Severance, Change of Control and Noncompetition Agreement, dated
as of May 12, 2000, by and between Carey International and Sally
A. Snead.
(e)(viii)* Severance, Change of Control and Noncompetition Agreement, dated
as of May 12, 2000, by and between Carey International and Guy C.
Thomas.
(e)(ix)* Severance, Change of Control and Noncompetition Agreement, dated
as of May 12, 2000, by and between Carey International and Eugene
S. Willard.
(e)(x)* Severance, Change of Control and Noncompetition Agreement, dated
as of May 12, 2000, by and between Carey International and John
C. Wintle.
(e)(xi)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Vincent A. Wolfington.
(e)(xii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Don R. Dailey.
(e)(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.
(e)(xiv)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
David H. Haedicke.
(e)(xv)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Gary L. Kessler.
(e)(xvi)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Devin J. Murphy.
(e)(xvii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Sally A. Snead.
(e)(xviii)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Guy C. Thomas.
(e)(xix)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
Eugene S. Willard.
(e)(xx)* Agreement to enter into Option Exercise/Cancellation Agreement,
dated as of July 19, 2000, by and between Acquisition Company and
John C. Wintle.
(e)(xxi)* Form of Letter Agreement to be entered into by and between
Chartwell and Acquisition Company.
(e)(xxii)* Form of Management Consulting Agreement to be entered into by and
between Carey International and Chartwell.
(e)(xxiii)* 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.
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* Incorporated by reference to Carey International's Schedule TO filed
on August 3, 2000, as amended by Amendment No. 1 thereto filed on
September 1, 2000, Amendment No. 2 thereto filed on September 7, 2000,
Amendment No. 3 thereto filed on August 13, 2000 and Amendment No. 4
thereto filed on August 15, 2000.
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** Included in copies of the Offer to Purchase (Exhibit (a)(1)(i)).
*** Incorporated by reference to Carey International's Schedule TO-C filed on
July 19, 2000.
**** Incorporated by reference to Carey International's Schedule TO-C filed on
July 20, 2000.
***** Incorporated by reference to Carey International's Current Report on
Form 8-K dated July 19, 2000 and filed on July 26, 2000.
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