Amendment No. 5 to Schedule 13G

-----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, HR1KGzg5Kj7rnescB2yO37UQ8FD+YskYkbT5XSYyGPYKQZYyebMEHgt26dkKlBsa 6H+KKG26xJCYFP5JqzjFng== 0001193125-04-021114.txt : 20040212 0001193125-04-021114.hdr.sgml : 20040212 20040212143620 ACCESSION NUMBER: 0001193125-04-021114 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 GROUP MEMBERS: GE ASSET MANAGEMENT INCORPORATED GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42708 FILM NUMBER: 04590199 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUSTEES OF GENERAL ELECTRIC PENSION TRUST CENTRAL INDEX KEY: 0000902967 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3003 SUMMER STREET STREET 2: P O BOX 7900 CITY: STAMFORD STATE: CT ZIP: 06904-7900 BUSINESS PHONE: 2033262300 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 5 TO SCHEDULE 13G Amendment No. 5 to Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Catalina Marketing Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

148867104

(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. 148867104



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Trustees of General Electric Pension Trust I.R.S. #14-6015763

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization State of New York

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

None

6. Shared Voting Power

615,000

7. Sole Dispositive Power

None

8. Shared Dispositive Power

615,000


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 615,000

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row (9) 1.15% (4.97% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in the Introductory Note))

12.		Type of Reporting Person (See Instructions) EP

Page 2 of 8

CUSIP No. 148867104



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GE Asset Management Incorporated, as Investment Manager of GEPT (as defined below) and as Investment Adviser to certain other entities and accounts I.R.S. #06-1238874

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization State of Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

2,041,576

6. Shared Voting Power

615,000

7. Sole Dispositive Power

2,041,576

8. Shared Dispositive Power

615,000


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,656,576

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row (9) 4.97%

12.		Type of Reporting Person (See Instructions) IA, CO

Page 3 of 8

CUSIP No. 148867104



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). General Electric Company I.R.S. #14-0689340

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization State of New York

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

6. Shared Voting Power

Disclaimed (see 9 below)

7. Sole Dispositive Power

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

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x Disclaimed (see 9 above)

11.		Percent of Class Represented by Amount in Row (9) Not applicable (see 9 above)

12.		Type of Reporting Person (See Instructions) CO

Page 4 of 8

INTRODUCTORY NOTE: This Amendment No. 5 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”), the Trustees of General Electric Pension Trust, a New York common law trust (“GEPT”), and certain other entities on February 17, 1999, as amended on February 14, 2000, as amended on February 14, 2001, as amended on February 14, 2002 and as amended on February 14, 2003 (as amended, the “Schedule 13G”). This Amendment No. 5 is filed on behalf of GE, GEAM and GEPT. GEAM is a registered investment adviser and acts as Investment Manager of GEPT and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 615,000 shares of Common Stock of Catalina Marketing Corp. (the “Issuer”) owned by GEPT and of 2,041,576 shares of Common Stock of the Issuer owned by such other entities and accounts. GEAM and GEPT 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 Schedule 13G are hereby amended to read as follows:

Item 4 Ownership

GEPT

GEAM

(a)

Amount beneficially owned

615,000

2,656,576

Disclaimed

(b)

Percent of class

1.15%

4.97%

Disclaimed

(c)

No. of shares to which person has

(i)

sole power to vote or direct the vote

None

2,041,576

None

(ii)

shared power to vote or direct the vote

615,000

Disclaimed

(iii)

sole power to dispose or to direct disposition

None

2,041,576

None

(iv)

shared power to dispose or to direct disposition

615,000

Disclaimed

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

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.

Page 5 of 8

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

Page 6 of 8

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 Stock of Catalina Marketing Corp. 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

Page 7 of 8

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

Page 8 of 8

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