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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
CAREY INTERNATIONAL, INC.
(Name of Subject Company)
ALUWILL ACQUISITION CORP.
CAREY INTERNATIONAL, INC.
(Offerors)
CHARTWELL INVESTMENTS II LLC
LIMOUSINE HOLDINGS, L.L.C.
VIP HOLDINGS, L.L.C.
FORD MOTOR COMPANY
(Affiliates of Offerors)
(Name of Filing Persons)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
141750109
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(CUSIP Number of Class of Securities)
VINCENT A. WOLFINGTON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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 Filing Persons)
WITH A COPY TO:
JAMES E. DAWSON RUSSELL W. PARKS, JR.
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
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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N/A N/A
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[_] 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.
Amount Previous Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[X] 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:
[_] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
Carey International, Inc. 4530 Wisconsin Avenue, NW, Washington, DC 20016
CAREY
Worldwide Chauffered Services
Vincent A. Wolfington
Chairman of the Board
July 20, 2000
Dear Carey International Employees, Independent Operators & Licensees:
This is a great day in the life of our company. While I want to share with you
information about an important announcement we have made, I want to begin by
thanking you for what you have done to build the company into the great success
it is and will be in the future.
I am attaching a copy of a press release that was released yesterday announcing
that the company is teaming up with a financial group (Chartwell Investments)
and a strategic investor (Ford Motor Company) to take Carey private by buying
all of the common stock which is held by the public. As indicated in the press
release, Carey has signed an agreement and plan of merger that contemplates that
a joint tender offer will commence within the next two weeks.
We know that many of you will have numerous questions about this news.
Unfortunately, the SEC rules that govern us limit what we can say to you and
when we can say it. Generally, we will be able to provide you with more
information after the tender offer commences and the required filings are made
with the SEC. With this in mind, here is some additional information about the
transaction:
1. I currently do not anticipate that significant changes will occur as a
result of the transaction in either the management or operations of Carey.
You should know that several members of management, including myself, will
continue to be stockholders in the company after the transaction is
concluded. The principal change in the company as a result of the
transaction will be the exchange of many public stockholders for a few
private stockholders.
2. Neither Chartwell nor Ford will be involved in the day-to-day management of
the company. Rather, they will have representatives serving as members of
the Board of Directors of the company. Following the completion of the
transaction, I will continue to be a director of the company.
3. The transaction will not cause a change in the direction or strategy of the
company. We intend to continue to seek growth through our marketing and
sales efforts, as well as through acquisitions.
4. To the extent that any of you own stock in the company, you will be
entitled, subject to the terms and conditions of the tender offer (which
will be publicly announced in the next two weeks), to sell those shares of
stock in the tender offer for $18.25 per share just like all the other
stockholders. Subject to the company's policies on trading in the company's
securities, you are also free to sell your shares of common stock outside
the tender offer. To the extent that you hold a stock option in the
company, subject to the terms and conditions of the merger agreement (which
will be publicly announced in the next few weeks), you will be entitled to
receive any "spread" that exists between the option exercise price and the
offer price upon the closing of the merger.
We are pleased that Ford and Chartwell are involved with us in the transaction.
Chartwell brings financing and additional acquisition expertise that will help
us grow. Ford brings sales and marketing opportunities and will support us in
future growth. The bottom line for both Chartwell and Ford is the trust we
place in you all, and the loyal record of effective service you have provided
the company. We are grateful for what you have contributed and we look forward
to growing with you and succeeding with you in the years to come.
Neither you nor any other members of the management are authorized to respond to
questions or discuss the transaction with people who are outside the company.
Consequently, we would appreciate it if you direct questions regarding the
transaction to Don Dailey, Devin Murphy, Gary Kessler, Dave Haedicke, or myself.
As soon as we are permitted to make more information available to you, we will
do so.
Sincerely,
/s/ Vincent A. Wolfington
Vincent A. Wolfington
THIS LETTER IS INTENDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF CAREY INTERNATIONAL
COMMON STOCK. THE SOLICITATION OF OFFERS TO SELL CAREY INTERNATIONAL'S COMMON
STOCK WILL ONLY BE MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS
THAT WILL BE SENT OUT TO CAREY INTERNATIONAL'S STOCKHOLDERS SHORTLY.
STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE OFFER.
THE TENDER OFFER DOCUMENTS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER
OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION) WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S WEB
SITE AT WWW.SEC.GOV.
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Carey International, Inc. 4530 Wisconsin Avenue, NW, Washington, DC 20016
CAREY Worldwide Chauffeured Services
Sedans, Limousines, Vans and Minibuses
480 Cities, 75 Countries
PRESS RELEASE
Gary L. Kessler
Vice President - Corporate Development
(202) 895-1200
[email protected]
FOR IMMEDIATE RELEASE
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CAREY INTERNATIONAL TO BE ACQUIRED BY AN
AFFILIATE OF CHARTWELL AND FORD FOR $18.25 PER SHARE
WASHINGTON, D.C. - JULY 19, 2000 - CAREY INTERNATIONAL, INC. (Nasdaq:CARY),
the world's largest chauffeured vehicle services company, announced today that
it has entered into a definitive agreement and plan of merger with an entity
affiliated with both Chartwell Investments II, LLC, a New York private-equity
firm, and Ford Motor Company. The Company's Board of Directors, with a
recommendation of a special committee comprised of outside directors,
unanimously approved the transaction that provides for the acquisition of all
outstanding shares of Carey International stock for $18.25 per share in cash.
The transaction is structured as a joint tender offer, that will commence
within approximately two weeks, followed by a merger. Consummation of the
transaction is subject to certain conditions, including the tender of at least
50.1 percent of the Company's outstanding shares and the satisfaction of
customary conditions. The Company expects that the transaction will be
consummated by the end of August. Of the $300 million in total financing that
will be required to fund the transaction, $100 million will be in equity.
Vincent A. Wolfington, Chairman and CEO of Carey International stated, "We
believe that this transaction will be very positive for Carey International and
its stockholders. A cornerstone of Carey International's strategy is
relationship marketing, and thus, we welcome the opportunity to solidify our
longstanding strategic relationship with Ford Motor Company. We also are eager
to partner with Chartwell and look forward to benefiting from their experience
in developing growth companies."
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Carey International, Inc.
July 19, 2000
Page 2
Todd Berman, President of Chartwell, commented, "We are excited about our
new business relationship with Carey International's management team and Ford's
participation as a minority shareholder. Carey International is a unique
franchise - the undisputed leader in chauffeured vehicle services worldwide. The
growth of the travel industry, coupled with the company's outstanding reputation
for service and its premier reservation system, should enable Carey
International to sustain its record of double-digit earnings growth. Chartwell
is very enthusiastic about this opportunity."
Carey International is the world's largest chauffeured vehicle services
company. The company provides chauffeured sedan, limousine, van, and minibus
service through a worldwide network of owned and operated companies, licensees,
and affiliates serving 480 cities in 75 countries.
This press release is intended for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares of Carey
International common stock. The solicitation of offers to sell Carey
International's common stock will only be made pursuant to the offer to purchase
and related materials that will be sent out to Carey International's
stockholders shortly. Stockholders should read those materials carefully
because they will contain important information, including the various terms and
conditions of the offer. The tender offer documents (including the offer to
purchase, the related letter of transmittal and all other offer documents to be
filed with the Securities and Exchange Commission) will also be available for
free at the Commission's Web site at www.sec.gov.
The information set forth above contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results could differ
materially from the results anticipated in these forward-looking statements.
Readers should refer to discussion under "Risk Factors" contained in the
Company's Registration Statement on Form S-1 (No. 333-59599) filed with the
Securities and Exchange Commission, which is incorporated herein by reference,
concerning certain factors which could cause the Company's actual results to
differ materially from the results anticipated in the forward-looking statements
contained herein.
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