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. 1)
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#
(Affiliates of Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
141750109
(CUSIP Number of Class of Securities)
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 Person (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Authorized to Receive Notices and Communications on
Behalf of Carey International, Inc.) Behalf of Carey International, Inc.)
With a copy to:
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
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.
Amount Previous Paid: $42,973.66 Filing Party: Carey International, Inc.
Form or Registration No.: Schedule TO Date Filed: August 3, 2000
[_] 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. is 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
This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
on August 3, 2000 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 reflects the extension of the date and time
of the expiration of the Offer to September 8, 2000, at 5:00 p.m., New York City
time. 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 August 31, 2000, the Offerors issued a press release announcing that
they had extended the date and time of the expiration of the Offer to September
8, 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)(viii) and is
incorporated herein by reference.
3
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: August 31, 2000
Carey International, Inc.
By: /s/ Vincent A. Wolfington
--------------------------
Name: Vincent A. Wolfington
Title: Chairman and Chief Executive Officer
Aluwill Acquisition Corp.
By: /s/ Todd R. Berman
--------------------------
Name: Todd R. Berman
Title: President
Limousine Holdings, LLC
By: /s/ Todd R. Berman
--------------------------
Name: Todd R. Berman
Title: Manager
VIP Holdings, LLC
By: /s/ Todd R. Berman
--------------------------
Name: Todd R. Berman
Title: Manager
VIP Holdings II, LLC
By: /s/ Todd R. Berman
--------------------------
Name: Todd R. Berman
Title: Manager
VIP Holdings III, LLC
By: /s/ Todd R. Berman
--------------------------
Name: Todd R. Berman
Title: Manager
4
Chartwell Investments II LLC
By: /s/ Todd R. Berman
--------------------------
Name: Todd R. Berman
Title: President
Ford Motor Company
By: /s/ Peter Sherry
--------------------------
Name: Peter Sherry
Title: Assistant Secretary
5
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 and issued after the market
closing.
(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.
(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.
(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)).