SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)
ROTECH HEALTHCARE INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001
--------------------------------------------------------------------------------
(Title of Class of Securities)
778669101
--------------------------------------------------------------------------------
(CUSIP Number)
SEPTEMBER 15, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
CUSIP No. 778669101 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GE Capital CFE, Inc. 06-1471032
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 2,551,156
EACH
REPORTING 6 SHARED VOTING POWER
PERSON WITH
0
7 SOLE DISPOSITIVE POWER
2,551,156
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,551,156
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%**
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2
CUSIP No. 778669101 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Capital Corporation 13-1500700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY Disclaimed (See 9 below)
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON WITH
Disclaimed (See 9 below)
7 SOLE DISPOSITIVE POWER
Disclaimed (See 9 below)
8 SHARED DISPOSITIVE POWER
Disclaimed (See 9 below)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares is disclaimed by General
Electric Capital Corporation.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Not applicable (See 9 above)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3
CUSIP No. 778669101 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Capital Services, Inc. 06-1109503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY Disclaimed (See 9 below)
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH Disclaimed (See 9 below)
7 SOLE DISPOSITIVE POWER
Disclaimed (See 9 below)
8 SHARED DISPOSITIVE POWER
Disclaimed (See 9 below)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares is disclaimed by General
Electric Capital Services, Inc.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Not applicable (See 9 above)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
4
CUSIP No. 778669101 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Company 14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY Disclaimed (See 9 below)
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH Disclaimed (See 9 below)
7 SOLE DISPOSITIVE POWER
Disclaimed (See 9 below)
8 SHARED DISPOSITIVE POWER
Disclaimed (See 9 below)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares is disclaimed by General
Electric Company
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Not applicable (See 9 above)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
5
AMENDMENT NO. 2 TO SCHEDULE 13G
This Amendment (the "Amendment") to Schedule 13G, originally filed on
September 15, 2004 (the "Schedule 13G"), is being filed on behalf of GE Capital
CFE, Inc., a Delaware corporation ("GECFE"), General Electric Capital
Corporation, a Delaware corporation ("GE Capital"), General Electric Capital
Services, Inc., a Delaware corporation ("GECS"), and General Electric Company, a
New York Corporation ("GE"). This Amendment is filed to reflect GECFE as the
beneficial owner of the Common Shares.
This Amendment relates to the Common Stock, par value $0.0001, of Rotech
Healthcare Inc., a Delaware corporation (the "Common Shares"), purchased by
GECFE.
The Schedule 13G is hereby amended and restated in its entirety as follows:
ITEM 1(A) NAME OF ISSUER.
Rotech Healthcare Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
2600 Technology Drive, Suite 300, Orlando, Florida 32804.
ITEM 2(A) NAME OF PERSON FILING.
This Schedule 13G (the "Schedule 13G") is being filed on
behalf of each of the following persons (each, a "Reporting
Person"):
(i) GE Capital CFE, Inc. ("GECFE")
(ii) General Electric Capital Corporation ("GE Capital");
(iii) General Electric Capital Services, Inc. ("GECS"); and
(iv) General Electric Company ("GE")
This statement relates to shares held directly by GECFE. GE
Capital is the parent company of GECFE.
GECS is the parent company of GE Capital.
GE is the parent company of GECS.
An agreement among the Reporting Persons that this statement
be filed on behalf of each of them is attached hereto as
Exhibit A.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
The address of the principal business office of GE Capital,
GECFE and GECS is:
c/o General Electric Capital Corporation
201 Merritt 7
Norwalk, CT 06851
6
GE's Principal business office is located at:
3135 Easton Turnpike
Fairfield, CT 06431
ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION.
(i) GECFE is a Delaware corporation;
(ii) GE Capital is a Delaware corporation;
(iii) GECS is a Delaware corporation; and
(iv) GE is a New York corporation
ITEM 2(D) TITLE OF CLASS OF SECURITIES.
Common Stock, $0.0001 par value (the "Shares")
ITEM 2(E) CUSIP NUMBER.
778669101
ITEM 3 REPORTING PERSON.
Inapplicable.
ITEM 4 OWNERSHIP.
Ownership as of May 10, 2006 is incorporated by reference to
items (5) - (9) and (11) of the cover page of the Reporting
Person.
Each of GE Capital, GECS and GE hereby disclaims beneficial
ownership of the Shares.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
7
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10 CERTIFICATION.
Not applicable.
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.
Date: May 10, 2006
GE Capital CFE, Inc.
By: /s/ Scott T. Parker
--------------------------------------
Scott T. Parker, Vice President
General Electric Capital Corporation
By: /s/ Scott T. Parker
--------------------------------------
Scott T. Parker, Vice President
General Electric Capital Services, Inc.
By: /s/ Barbara A. Lane
--------------------------------------
Barbara A. Lane, Attorney-in-fact
General Electric Company
By: /s/ Barbara A. Lane
---------------------------------------
Barbara A. Lane, Attorney-in-fact
9
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G/A filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the Common Stock, $.0001 par value per
share, Rotech Healthcare, Inc. is being filed on behalf of each of the
undersigned. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May
10, 2006.
GE Capital CFE, Inc.
By: /s/ Scott T. Parker
--------------------------------------
Scott T. Parker, Vice President
General Electric Capital Corporation
By: /s/ Scott T. Parker
--------------------------------------
Scott T. Parker, Vice President
General Electric Capital Services, Inc.
By: /s/ Barbara A. Lane
--------------------------------------
Barbara A. Lane, Attorney-in-fact
General Electric Company
By: /s/ Barbara A. Lane
---------------------------------------
Barbara A. Lane, Attorney-in-fact