-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VFYpUlnrFJ7oMT7uLL+FRM3tBBsjJ86+MT0SEhaVXPfAySrh0YnQbi4kSy9mNVLx BfOSQgpol55RT0xmuokpng== 0001193125-06-259223.txt : 20061222 0001193125-06-259223.hdr.sgml : 20061222 20061222162331 ACCESSION NUMBER: 0001193125-06-259223 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRUSTREET PROPERTIES INC CENTRAL INDEX KEY: 0001032462 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752687420 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51969 FILM NUMBER: 061297376 BUSINESS ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4075402000 MAIL ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: U S RESTAURANT PROPERTIES INC DATE OF NAME CHANGE: 19970206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

TRUSTREET PROPERTIES, INC.

(Name of Issuer)

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

 

898404108

(CUSIP Number)

 

 

James M. Waterbury

General Electric Capital Corporation

260 Long Ridge Road

Stamford, CT 06927

(203) 357-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

December 13, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*   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 disclosures provided in a prior cover page.

The information required on 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. 898404108

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            General Electric Capital Corporation

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            NOT APPLICABLE

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Delaware

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

 

  8.    Shared Voting Power

 

                4,467,981*

 

  9.    Sole Dispositive Power

 

 

10.    Shared Dispositive Power

 

                4,467,981*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,467,981*

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            6.6%*

    
14.  

Type of Reporting Person (See Instructions)

 

            CO

    

 

* The Reporting Person may be deemed to have beneficial ownership of the shares of Trustreet Properties, Inc. common stock covered by the voting agreements and irrevocable proxies entered into between General Electric Capital Corporation and certain holders of Trustreet Properties, Inc. common stock (discussed in Item 5 below).

CUSIP No. 898404108

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            General Electric Capital Services, Inc.

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            NOT APPLICABLE

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            Delaware

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

 

  8.    Shared Voting Power

 

                4,467,981*

 

  9.    Sole Dispositive Power

 

 

10.    Shared Dispositive Power

 

                4,467,981*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,467,981*

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            6.6%*

    
14.  

Type of Reporting Person (See Instructions)

 

            CO

    

 

* The Reporting Person may be deemed to have beneficial ownership of the shares of Trustreet Properties, Inc. common stock covered by the voting agreements and irrevocable proxies entered into between General Electric Capital Corporation and certain holders of Trustreet Properties, Inc. common stock (discussed in Item 5 below).

CUSIP No. 898404108

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

            General Electric Company

    
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds (See Instructions)

 

            NOT APPLICABLE

    
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            New York

    

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

 

  8.    Shared Voting Power

 

                4,467,981*

 

  9.    Sole Dispositive Power

 

 

10.    Shared Dispositive Power

 

                4,467,981*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,467,981*

    
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            6.6%*

    
14.  

Type of Reporting Person (See Instructions)

 

            CO

    

 

* The Reporting Person may be deemed to have beneficial ownership of the shares of Trustreet Properties, Inc. common stock covered by the voting agreements and irrevocable proxies entered into between General Electric Capital Corporation and certain holders of Trustreet Properties, Inc. common stock (discussed in Items 4 and 5 below).

This Amendment No. 1 is filed by General Electric Capital Corporation, a Delaware corporation (“GE Capital”), for and on behalf of itself, General Electric Capital Services, Inc., a Delaware corporation (“GECS”), and General Electric Company, a New York corporation (“GE” and collectively with GE Capital and GECS, the “Reporting Persons”) and amends the Schedule 13D filed by GECC on behalf of itself and the other Reporting Persons on November 9, 2006 (the “Schedule 13D”), with respect to the common stock, $0.001 par value per share, of Trustreet Properties, Inc., a Maryland corporation (“Trustreet”). Capitalized terms used in this Amendment No. 1 but not defined herein shall have the meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction

Paragraphs (a) and (b) of Item 4 of the Schedule 13D are hereby amended and supplemented by adding the following paragraph at the end thereof:

On December 13, 2006, GECC consented in writing to the transfer by certain Stockholders of 675,261 shares in the aggregate of Trustreet’s common stock (the “Transferred Shares”). Pursuant to such consent, GECC also (i) waived the requirement set forth in the Voting Agreements that the transferees of the Transferred Shares enter into a voting agreement substantially identical to the Voting Agreements, (ii) agreed that that the Transferred Shares are no longer Subject Shares (as defined in the Voting Agreement), and (iii) released the proxy granted to GECC by the transferring Stockholders with respect to the Transferred Shares. Following the transfer of the Transferred Shares, the transferees will be under no binding obligation to vote the Transferred Shares in accordance with the Voting Agreements and GECC will have no power to direct the voting of the Transferred Shares. Copies of the letter agreements containing the above described consent of GECC are filed as Exhibits 8 and 9 attached hereto and each is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read as follows:

(a), (b) Prior to October 30, 2006, none of the Reporting Persons was a beneficial owner, for purposes of Rule 13d-3 under the Exchange Act, of any shares of Trustreet common stock.

As a result of entering into the Voting Agreements, and after giving effect to the transfers described in Item 4 above, the Reporting Persons may be deemed to have the power to vote, and to be the beneficial owner of, 4,467,981 shares of Trustreet common stock, representing approximately 6.6% of Trustreet’s common stock deemed outstanding under applicable SEC rules. The foregoing beneficial ownership calculations are based upon the representations of Trustreet and the Stockholders, including in the Merger Agreement and Voting Agreements.

To the best of the Reporting Persons’ knowledge, no shares of Trustreet common stock are beneficially owned by any of the persons identified in Schedule A.

Notwithstanding the foregoing, however, the Reporting Persons (i) are not entitled to any rights as a stockholder of Trustreet with respect to the Shares and (ii) have no power to vote, direct the voting of, dispose of, or direct the disposal of, any of the Shares other than the power provided pursuant to the Voting Agreements.

(c) Except as described herein, there have been no transactions in shares of Trustreet common stock by the Reporting Persons or, to the best knowledge of the Reporting Persons, by any of the persons listed on Schedule A hereto, during the past sixty (60) days.

(d), (e) Not Applicable.

Item 7. Material to Be Filed as Exhibits

 

Exhibit 8   Letter Agreement dated December 13, 2006 by and among CNL Financial Group, Inc., a Florida corporation, General Electric Capital Corporation and CNL Charitable Foundation, Inc., a Florida not-for-profit corporation.
Exhibit 9   Letter Agreement dated December 13, 2006 by and among James N. Seneff, Jr., General Electric Capital Corporation, and Seneff Family Foundation, Inc., a Florida not-for-profit corporation.

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.

Date: December 22, 2006

 

GENERAL ELECTRIC CAPITAL CORPORATION
By:  

/s/ Diane L. Cooper

Name:   Diane L. Cooper
Title:   Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By:  

/s/ Mark S. Barber

Name:   Mark S. Barber
Title:   Vice President
GENERAL ELECTRIC COMPANY
By:  

/s/ Michael R. McAlevey

Name:   Michael R. McAlevey
Title:   Associate Secretary
 EX-8 2 dex8.htm LETTER AGREEMENT Letter Agreement

EXHIBIT 8

CNL FINANCIAL GROUP, INC.

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801-3336

December 13, 2006                        

Diane Cooper

President and Chief Executive Officer

GE Capital Franchise Finance Corporation

8377 East Hartford Drive, Suite 200

Scottsdale, Arizona 85255

Patricia Voorhees

Managing Director

GE Capital Solutions

83 Wooster Heights Road

4th Floor Lee Farms

Danbury, Connecticut 06810

 

  Re: Voting Agreement by and between General Electric Capital Corporation (“GECC”) and CNL Financial Group, Inc. (“CFG”) dated as of October 30, 2006 (the “Voting Agreement”)

Dear Ms. Cooper and Ms. Voorhees:

This letter is to confirm our agreement that, pursuant to section 4(c)(ii) of the Voting Agreement, GECC hereby consents to the transfer by CFG of 586,510 shares of Trustreet Properties, Inc. common stock that is currently owned by CFG and subject to the Voting Agreement (the “Transferred Shares”) to the CNL Charitable Foundation, Inc., a Florida not-for-profit corporation (the “Foundation”), and that GECC waives the requirement in section 4(c)(ii) of the Voting Agreement that the Foundation enter into a voting agreement on terms and conditions that are substantially identical to those in the Voting Agreement. Further, the Transferred Shares shall no longer be Subject Shares (as such term is defined in the Voting Agreement) and, GECC hereby releases the proxy granted to it by CFG pursuant to section 4(d) of the Voting Agreement solely with respect to the Transferred Shares.

CFG acknowledges and agrees that GECC’s consent and waiver set forth above is conditioned upon the Foundation’s intent to vote (or cause to be voted) the Transferred Shares in accordance with sections 4(a) and 4(b) of the Voting Agreement, and by executing this letter the Foundation acknowledges its intent to so vote the Transferred Shares; provided, however, that GECC and the Foundation acknowledge and agree that the Foundation is not under any binding obligation or agreement to vote the Transferred Shares in accordance with sections 4(a) or 4(b) of the Voting Agreement.

Notwithstanding anything herein to the contrary,CFG acknowledges and agrees that the Voting Agreement remains in full force and effect with its terms unchanged, except with respect to the release of the Transferred Shares.

If this letter accurately sets forth GECC’s understanding and agreement please sign and date this letter where indicated below and return it to me.

This letter may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this letter by facsimile will be effective as delivery of a manually executed counterpart of this letter.

 

Very truly yours,

/s/ James M. Seneff, Jr.

James M. Seneff, Jr.
Chief Executive Officer

Acknowledged and Agreed:

General Electric Capital Corporation

 

By:  

/s/ Diane L. Cooper

Name:   Diane L. Cooper
Its:   Vice President
Date:   December 13, 2006
CNL Charitable Foundation, Inc.
By:  

/s/ James M. Seneff, Jr.

  James M. Seneff, Jr., Co-Trustee
 

/s/ Dale L. Seneff,

  Dayle L. Seneff, Co-Trustee
 

/s/ Timothy J. Seneff

  Timothy J. Seneff, Co-Trustee
 

/s/ Robert A. Bourne

  Robert A. Bourne, Co-Trustee

Date: December 13, 2006

EX-9 3 dex9.htm LETTER AGREEMENT Letter Agreement

EXHIBIT 9

JAMES M. SENEFF, JR.

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801-3336

December 13, 2006

Diane Cooper

President and Chief Executive Officer

GE Capital Franchise Finance Corporation

8377 East Hartford Drive, Suite 200

Scottsdale, Arizona 85255

Patricia Voorhees

Managing Director

GE Capital Solutions

83 Wooster Heights Road

4th Floor Lee Farms

Danbury, Connecticut 06810

 

  Re: Voting Agreement by and between General Electric Capital Corporation (“GECC”) and James M. Seneff, Jr. dated as of October 30, 2006 (the “Voting Agreement”)

Dear Ms. Cooper and Ms. Voorhees:

This letter is to confirm our agreement that, pursuant to section 4(c)(ii) of the Voting Agreement, GECC hereby consents to the transfer by me of 88,751 shares of Trustreet Properties, Inc. common stock that is currently owned by me and subject to the Voting Agreement (the “Transferred Shares”) to the Seneff Family Foundation, Inc., a Florida not-for-profit corporation (the “Foundation”), and that GECC waives the requirement in section 4(c)(ii) of the Voting Agreement that the Foundation enter into a voting agreement on terms and conditions that are substantially identical to those in the Voting Agreement. Further, the Transferred Shares shall no longer be Subject Shares (as such term is defined in the Voting Agreement) and GECC hereby releases the proxy granted to it by me pursuant to section 4(d) of the Voting Agreement solely with respect to the Transferred Shares.

I acknowledge and agree that GECC’s consent and waiver set forth above is conditioned upon the Foundation’s intent to vote (or cause to be voted) the Transferred Shares in accordance with sections 4(a) and 4(b) of the Voting Agreement, and by executing this letter the Foundation acknowledges its intent to so vote the Transferred Shares; provided, however, that GECC and the Foundation acknowledge and agree that the Foundation is not under any binding obligation or agreement to vote the Transferred Shares in accordance with sections 4(a) or 4(b) of the Voting Agreement.

Notwithstanding anything herein to the contrary, I acknowledge and agree that the Voting Agreement remains in full force and effect with its terms unchanged, except with respect to the release of the Transferred Shares.

If this letter accurately sets forth GECC’s understanding and agreement please sign and date this letter where indicated below and return it to me.

This letter may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this letter by facsimile will be effective as delivery of a manually executed counterpart of this letter.

 

Very truly yours,

/s/ James M. Seneff, Jr.

James M. Seneff, Jr.

Acknowledged and Agreed:

General Electric Capital Corporation

 

By:  

/s/ Diane L. Cooper

Name:   Diane L. Cooper
Its:   Vice President
Date:   December 13, 2006
Seneff Family Foundation, Inc.
By:  

/s/ James M. Seneff, Jr.

  James M. Seneff, Jr., Co-Trustee
 

/s/ Dayle L. Seneff

  Dayle L. Seneff, Co-Trustee

Date: December 13, 2006

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