Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

 

Certegy Inc.


(Name of Issuer)

 

COMMON STOCK


(Title of Class of Securities)

 

 

156880106


                                (CUSIP Number)                                

 

December 31, 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:

 

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).

 

            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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5.    SOLE VOTING POWER

 

                None


  6.    SHARED VOTING POWER

 

                1,003,916


  7.    SOLE DISPOSITIVE POWER

 

                None


  8.    SHARED DISPOSITIVE POWER

 

                1,003,916

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,003,916

   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

            ¨

   
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.61% (8.25% if aggregated with the shares beneficially owned by other Reporting Persons (as defined in the Introductory Note))

   
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 (as defined below) and 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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5.    SOLE VOTING POWER

 

                4,139,858


  6.    SHARED VOTING POWER

 

                1,017,916


  7.    SOLE DISPOSITIVE POWER.

 

                4,139,858


  8.    SHARED DISPOSITIVE POWER.

 

                1,017,916

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            5,157,774

   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

            ¨

   
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

            8.25%

   
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

   
  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

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

   
10.  

CHECK 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

   

 

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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. #

   
  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

 

             Federal Republic of Germany

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5.    SOLE VOTING POWER

 

                None


  6.    SHARED VOTING POWER

 

                14,000


  7.    SOLE DISPOSITIVE POWER.

 

                None


  8.    SHARED DISPOSITIVE POWER.

 

                14,000

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            14,000

   
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

            ¨

   
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.02% (8.25% if aggregated with the shares beneficially owned by the other Reporting Persons)

   
12.  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            OO

   

 

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INTRODUCTORY NOTE: This Amendment No. 3 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 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”), on February 14, 2002, as amended on February 14, 2003 and as amended on February 12, 2004 (as amended, the “Schedule 13G”). This Amendment No. 3 is filed on behalf of GE, GEAM, GEPT and GEFR (collectively, the “Reporting Persons”). GEAM is a registered investment adviser and acts as Investment Manager of GEPT and GEFR, and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 1,003,916 shares of Common Stock of Certegy Inc. (the “Issuer”) owned by GEPT, of 14,000 shares of Common Stock of the Issuer owned by GEFR and of 4,139,858 shares of Common Stock of the Issuer owned by such other entities and accounts. GEAM, GEPT and GEFR 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

 

Trustees of General Electric Pension Trust (see Schedule II)

 

GE Asset Management Incorporated as Investment Manager of GEPT and GEFR, and as Investment Adviser to certain entities and accounts

 

General Electric Company

 

GE Frankona Rückversicherungs AG

         

Item 2

 

(b)

  

Address of Principal Business Office or, if none, Residence

 

The address of the principal offices of GEPT and GEAM is 3001 Summer Street, Stamford, Connecticut 06904. The address of the principal offices of General Electric Company is 3135 Easton Turnpike, Fairfield, Connecticut 06431. The address of the principal offices of GEFR is Maria-Theresia-Strasse 35, D-81675 München, Germany.

         

Item 2

 

(c)

  

Citizenship

 

Trustees of General Electric Pension Trust - New York common law trust

 

GE Asset Management Incorporated - Delaware corporation

 

General Electric Company - New York corporation

 

GE Frankona Rückversicherungs AG - Federal Republic of Germany company

         

 

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Item 4

   Ownership                    
                    GEPT

   GEAM

   GEFR

   GE

     (a)    Amount beneficially owned    1,003,916    5,157,774    14,000    Disclaimed
     (b)    Percent of class    1.61%    8.25%    0.02%    Disclaimed
     (c)    No. of shares to which person has                    
          (i)    sole power to vote or direct the vote    None    4,139,858    None    None
          (ii)    shared power to vote or direct the vote    1,003,916    1,017,916    14,000    Disclaimed
          (iii)    sole power to dispose or to direct disposition    None    4,139,858    None    None
          (iv)    shared power to dispose or to direct disposition    1,003,916    1,017,916    14,000    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 14, 2005

 

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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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 Certegy Inc. is being filed on behalf of each of the undersigned.

 

Dated: February 14, 2005

 

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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Schedule II

 

TRUSTEES OF GENERAL ELECTRIC PENSION TRUST

 

3001 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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