UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Certegy Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
| 156880106 (CUSIP Number) |
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 156880106
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
General Electric Pension Trust I.R.S. # 14-6015763 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
State of New York |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. Sole Voting Power
None 6. Shared Voting Power
1,331,414 7. Sole Dispositive Power.
None 8. Shared Dispositive Power.
1,331,414 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,331,414 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
2.05% (9.18% if aggregated with the shares beneficially owned by other Reporting Persons (as defined in the Introductory Note)) |
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| 12. | Type of Reporting Person (See Instructions)
EP |
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CUSIP No. 156880106
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
GE Asset Management Incorporated, as Investment Manager of GEPT, GEFA & GEMI (each as defined below) and Investment Adviser to certain other entities and accounts I.R.S. # 06-1238874 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
State of Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. Sole Voting Power
4,575,363 6. Shared Voting Power
1,374,814 7. Sole Dispositive Power.
4,575,363 8. Shared Dispositive Power.
1,374,814 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,950,177 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
9.18% |
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| 12. | Type of Reporting Person (See Instructions)
IA, CO |
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CUSIP No. 156880106
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
General Electric Company I.R.S. # 14-0689340 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
State of New York |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. Sole Voting Power
None 6. Shared Voting Power
Disclaimed (see 9 below) 7. Sole Dispositive Power.
None 8. Shared Dispositive Power.
Disclaimed (see 9 below) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
Beneficial ownership of all shares disclaimed by General Electric Company |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x Disclaimed (see 9 above) |
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| 11. | Percent of Class Represented by Amount in Row (9)
Not Applicable (see 9 above) |
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| 12. | Type of Reporting Person (See Instructions)
CO |
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CUSIP No. 156880106
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
GE Frankona Rückversicherungs AG I.R.S. # |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Federal Republic of Germany |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. Sole Voting Power
None 6. Shared Voting Power
43,400 7. Sole Dispositive Power.
None 8. Shared Dispositive Power.
43,400 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
43,400 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0.07% (9.18% if aggregated with the shares beneficially owned by the other Reporting Persons) |
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| 12. | Type of Reporting Person (See Instructions)
OO |
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CUSIP No. 156880106
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
General Electric Mortgage Insurance Corporation I.R.S. # |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
State of North Carolina |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power.
None 8. Shared Dispositive Power.
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0.0% (9.18% if aggregated with the shares beneficially owned by the other Reporting Persons) |
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| 12. | Type of Reporting Person (See Instructions)
CO, IC |
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CUSIP No. 156880106
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
GE Financial Assurance Holdings, Inc. I.R.S. # 54-1829180 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
State of Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power.
None 8. Shared Dispositive Power.
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0.0% (9.18% if aggregated with the shares beneficially owned by the other Reporting Persons) |
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| 12. | Type of Reporting Person (See Instructions)
CO, IC |
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INTRODUCTORY NOTE: This Amendment No. 2 amends the Statement on Schedule 13G filed on behalf of General Electric Company, a New York corporation (“GE”), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE (“GEAM”), General Electric Pension Trust, a New York common law trust (“GEPT”), General Electric Mortgage Insurance Corporation, a North Carolina corporation and an indirect wholly owned subsidiary of GE (“GEMI”), GE Frankona Rückversicherungs AG, a company organized under the laws of the Federal Republic of Germany and an indirect wholly owned subsidiary of GE (“GEFR”) and GE Financial Assurance, a Delaware corporation and an indirect wholly owned subsidiary of GE (“GEFA”), on February 14, 2002 and as amended on February 14, 2003 (as amended, the “Schedule 13G”). This Amendment No. 2 is filed on behalf of GE, GEAM, GEPT, GEMI, GEFR and GEFA (collectively, the “Reporting Persons”). GEAM is a registered investment adviser and acts as Investment Manager of GEPT, GEMI, GEFR and GEFA and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 1,331,414 shares of Common Stock of Certegy Inc. (the “Issuer”) owned by GEPT, of 43,400 shares of Common Stock of the Issuer owned by GEFR and of 4,575,363 shares of Common Stock of the Issuer owned by such other entities and accounts. GEAM, GEPT, GEMI, GEFR and GEFA each expressly disclaim that they are members of a “group.” GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.”
The Items from the Schedule 13G are hereby amended to read as follows:
| Item 2 |
(a) |
Name of Person Filing | ||||||||||
| General Electric Pension Trust | ||||||||||||
| GE Asset Management Incorporated as Investment Manager of GEPT, GEMI, GEFR and GEFA and as Investment Adviser to certain entities and accounts |
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| General Electric Company | ||||||||||||
| General Electric Mortgage Insurance Corporation | ||||||||||||
| GE Frankona Rückversicherungs AG | ||||||||||||
| GE Financial Assurance Holdings, Inc. | ||||||||||||
| Item 2 |
(b) |
Address of Principal Business Office or, if none, Residence | ||||||||||
| The address of the principal offices of GEPT and GEAM is 3003 Summer Street, Stamford, Connecticut 06905. The address of the principal offices of General Electric Company is 3135 Easton Turnpike, Fairfield, Connecticut 06431. The address of the principal offices of GEMI is 6601 Six Forks Road, Raleigh, North Carolina 27615. The address of the principal offices of GEFR is Maria-Theresia-Strasse 35, D-81675 München, Germany. The address of the principal offices of GEFA is 6620 W. Broad Street, Richmond, VA 23230. | ||||||||||||
| Item 2 |
(c) |
Citizenship | ||||||||||
| General Electric Pension Trust—New York common law trust | ||||||||||||
| GE Asset Management Incorporated—Delaware corporation | ||||||||||||
| General Electric Company—New York corporation | ||||||||||||
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General Electric Mortgage Insurance Corporation—North Carolina corporation
GE Frankona Rückversicherungs AG—Federal Republic of Germany company
GE Financial Assurance Holdings, Inc.—Delaware corporation
| Item 4 | Ownership |
| GEPT | GEAM | GEFA | GE | |||||||||
| (a) | Amount beneficially owned | 1,331,414 | 5,950,177 | None | Disclaimed | |||||||
| (b) | Percent of class | 2.05% | 9.18% | 0.00% | Disclaimed | |||||||
| (c) | No. of shares to which person has | |||||||||||
| (i) | sole power to vote or direct the vote | None | 4,575,363 | None | None | |||||||
| (ii) | shared power to vote or direct the vote | 1,331,414 | 1,374,814 | None | Disclaimed | |||||||
| (iii) | sole power to dispose or to direct disposition | None | 4,575,363 | None | None | |||||||
| (iv) | share power to dispose or to direct disposition | 1,331,414 | 1,374,814 | None | Disclaimed | |||||||
| Item 4 | Ownership |
| GEFR | GEMI | GE | ||||||||||
| (a) | Amount beneficially owned | 43,400 | None | Disclaimed | ||||||||
| (b) | Percent of class | 0.07 | % | 0.0 | % | Disclaimed | ||||||
| (c) | No. of shares to which person has | |||||||||||
| (i) | sole power to vote or direct the vote | None | None | None | ||||||||
| (ii) | shared power to vote or direct | 43,400 | None | Disclaimed | ||||||||
| (iii) | sole power to dispose or to direct disposition | None | None | None | ||||||||
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| (iv) shared power to dispose or to direct disposition |
43,400 | None | Disclaimed |
| Item 10 | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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: February 12, 2004
| GENERAL ELECTRIC PENSION TRUST | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
| GE ASSET MANAGEMENT INCORPORATED | ||||
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
| GENERAL ELECTRIC COMPANY | ||||
| By: | /s/ John H. Myers | |||
| Name: | John H. Myers | |||
| Title: | Vice President | |||
| GE FRANKONA RÜCKVERSICHERUNGS AG | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
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| GENERAL ELECTRIC MORTGAGE INSURANCE CORPORATION | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
| GE FINANCIAL ASSURANCE HOLDINGS, INC. | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
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Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and between all the undersigned that the Schedule 13G on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common of Certegy Inc. is being filed on behalf of each of the undersigned.
Dated: February 12, 2004
| GENERAL ELECTRIC PENSION TRUST | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
| GE ASSET MANAGEMENT INCORPORATED | ||||
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
| GENERAL ELECTRIC COMPANY | ||||
| By: | /s/ John H. Myers | |||
| Name: | John H. Myers | |||
| Title: | Vice President | |||
| GE FRANKONA RÜCKVERSICHERUNGS AG | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
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| GENERAL ELECTRIC MORTGAGE INSURANCE CORPORATION | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
| GE FINANCIAL ASSURANCE HOLDINGS, INC. | ||
| By: | GE Asset Management Incorporated, its Investment Manager | |
| By: | /s/ Michael M. Pastore | |||
| Name: | Michael M. Pastore | |||
| Title: | Vice President | |||
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Schedule II
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Trustees of General Electric Pension Trust are as follows:
David B. Carlson
Michael J. Cosgrove
Ralph R. Layman
Alan M. Lewis
Robert A. MacDougall
John H. Myers
Donald W. Torey
John J. Walker
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