Edgar Filing: TRUSTEES OF GENERAL ELECTRIC PENSION TRUST

Amendment No.1 to Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Certegy Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

156880106

(CUSIP Number)

December 31, 2002

(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)

o	Rule 13d-1(c)

o	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).

Page 1 of 15 pages

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



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a)				o

	(b)				x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of New York



NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER

						None



				6.		SHARED VOTING POWER

						1,758,000



				7.		SOLE DISPOSITIVE POWER.

						None



				8.		SHARED DISPOSITIVE POWER.

						1,758,000



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		1,758,000



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


11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.65% (6.82% 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

Page 2 of 15 pages

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)				o

	(b)				x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware



NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER

						2,554,264



				6.		SHARED VOTING POWER

						1,971,036



				7.		SOLE DISPOSITIVE POWER.

						2,554,264



				8.		SHARED DISPOSITIVE POWER.

						1,971,036



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		4,525,300



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

			o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.82%



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			IA, CO

Page 3 of 15 pages

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)					o

	(b)					x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of New York



NUMBER OF SHARES BENE-FICIALLY 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

Page 4 of 15 pages

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)				o

	(b)				x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Federal Republic of Germany



NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER

						None



				6.		SHARED VOTING POWER

						101,600



				7.		SOLE DISPOSITIVE POWER.

						None



				8.		SHARED DISPOSITIVE POWER.

						101,600



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		101,600



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

			o


11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0.15% (6.82% if aggregated with the shares beneficially owned by the other Reporting Persons)



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			OO

Page 5 of 15 pages

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. #



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a)				o

	(b)				x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of North Carolina



NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER

						None



				6.		SHARED VOTING POWER

						71,436



				7.		SOLE DISPOSITIVE POWER.

						None



				8.		SHARED DISPOSITIVE POWER.

						71,436



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		71,436



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

			o


11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0.11% (6.82% if aggregated with the shares beneficially owned by the other Reporting Persons)



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			CO, IC

Page 6 of 15 pages

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



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a)				o

	(b)				x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware



NUMBER OF SHARES BENE-FICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER

						None



				6.		SHARED VOTING POWER

						40,000



				7.		SOLE DISPOSITIVE POWER.

						None



				8.		SHARED DISPOSITIVE POWER.

						40,000



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		40,000



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

			o


11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0.06% (6.82% if aggregated with the shares beneficially owned by the other Reporting Persons)



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			CO, IC

Page 7 of 15 pages

INTRODUCTORY NOTE: This Amendment No. 1 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 Capital Services, Inc., 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 Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of GE ("GEFA"), on February 14, 2002 (as amended, the "Schedule 13G"). GEAM is a registered investment adviser and acts as Investment Manager of GEPT, GEMI, GEFA and GEFR and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 1,758,000 shares of Common Stock of Certegy Inc. (the "Issuer") owned by GEPT, of 71,436 shares of Common Stock the Issuer owned by GEMI, of 40,000 shares of Common Stock of the Issuer owned by GEFA, of 101,600 shares of Common Stock of the Issuer owned by GEFR and of 2,554,264 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, GEFA and GEFR and as Investment Adviser to certain entities and accounts

	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

	General Electric Mortgage Insurance Corporation – North Carolina corporation

	GE Frankona Rückversicherungs AG – Federal Republic of Germany company

	GE Financial Assurance Holdings, Inc. – Delaware corporation

Page 8 of 15 pages

Item 4

Ownership

GEPT

GEAM

GEFA

(a)

Amount beneficially owned

1,758,000

4,525,300

40,000

Disclaimed

(b)

Percent of class

2.65%

6.82%

0.06%

Disclaimed

(c)

No. of shares to which person has

(i)

sole power to vote or direct the vote

None

2,554,264

None

(ii)

shared power to vote or direct the vote

1,758,000

1,971,036

40,000

Disclaimed

(iii)

sole power to dispose or to direct disposition

None

2,554,264

None

(iv)

share power to dispose or to direct disposition

1,758,000

1,971,036

40,000

Disclaimed

Item 4

Ownership

GEFR

GEMI

(a)

Amount beneficially owned

101,600

71,436

Disclaimed

(b)

Percent of class

0.15%

0.11%

Disclaimed

(c)

No. of shares to which person has

(i)

sole power to vote or direct the vote

None

(ii)

shared power to vote or direct the vote

101,600

71,436

Disclaimed

(iii)

sole power to dispose or to direct disposition

None

(iv)

shared power to dispose or to direct disposition

101,600

71,436

Disclaimed

Item 10

Certification

Page 9 of 15 pages

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 10 of 15 pages

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, 2003

			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

Page 11 of 15 pages


			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

Page 12 of 15 pages

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, 2003

	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

Page 13 of 15 pages

	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

Page 14 of 15 pages

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:



Eugene K. Bolton

Michael J. Cosgrove

Ralph R. Layman

Alan M. Lewis

Robert A. MacDougall

John H. Myers

Donald W. Torey

John J. Walker

Page 15 of 15 Pages