UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
_______________________
Gevity HR, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
374393106
(CUSIP Number)
Thomas J. Murphy
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
January 16, 2009
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box
o
.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) 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. 374393106
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Page 2 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HR Acquisitions, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
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SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
OO
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|
|
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CUSIP No. 374393106
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Page 3 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 374393106
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Page 4 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 84, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
PN
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|
|
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CUSIP No. 374393106
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Page 5 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
OO
|
|
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CUSIP No. 374393106
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Page 6 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 374393106
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Page 7 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GapStar, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 374393106
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Page 8 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 374393106
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Page 9 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO GmbH & Co. KG
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 374393106
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Page 10 of 19
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO Management GmbH
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,211,500
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
2,211,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,500
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
14
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TYPE OF REPORTING PERSON
CO
|
|
|
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CUSIP No. 374393106
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Page 11 of 19
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This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed on May 27, 2008, as amended by Amendment No. 1, dated July 30, 2008 (the “Schedule 13D”) by the Reporting Persons (as such term is defined in the Schedule 13D) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Gevity HR, Inc., a Florida
corporation (the “Company”), and is being filed to amend the Schedule 13D as specifically set forth below.
The information set forth in the Exhibit to this Amendment is hereby expressly incorporated herein by reference, and the responses to each item of this Amendment are qualified in their entirety by the provisions of such Exhibit. Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise
amended hereby, all information previously filed remains in effect.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are HR Acquisitions, LLC, a Delaware limited liability company (“HR”), General Atlantic LLC, a Delaware limited liability
company (“GA”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GAP 84”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“CDA”), GAPCO GmbH
CUSIP No. 374393106
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Page 12 of 19
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& Co. KG, a German limited partnership (“KG”), and GAPCO Management GmbH, a German corporation (“GmbH Management” and, collectively with GA, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at c/o General Atlantic Service Company,
LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830. KG and GmbH Management are located at c/o General Atlantic GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG are the sole members of HR. GA is the general partner of each of GAP 84 and CDA. GA is also the sole member of GapStar. The managing members of GAPCO III and GAPCO IV are managing directors of GA. GmbH Management is the general partner of KG. There are 26 managing directors of GA (the “GA
Managing Directors”). The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.
None of the Reporting Persons and none of the individuals on
Schedule A
has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
CUSIP No. 374393106
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Page 13 of 19
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Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following at the end thereof:
On January 16, 2009, General Atlantic Service Company, LLC (an affiliate of the Reporting Persons) (“GASC”) entered into a letter agreement (the “Standstill Amendment”) with the Company pursuant to which the effective period of the Standstill Agreement, dated July 30, 2008, between the Company and GASC was extended to April 30,
2009. This description of the Standstill Amendment is qualified in its entirety by reference to the Standstill Amendment, a copy of which is attached as Exhibit 3 to the Schedule 13D and incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
Item 6 is hereby amended by adding the following at the end thereof:
See Item 4 for a description of the Standstill Amendment. A copy of the Standstill Amendment is filed herewith
as Exhibit 3 and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended by adding the following at the end thereof:
Exhibit 3:
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Standstill Amendment, dated as of January 16, 2009 between the Company and GASC.
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CUSIP No. 374393106
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Page 14 of 19
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SIGNATURES
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: January 21, 2009
HR ACQUISITIONS, LLC
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
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GENERAL ATLANTIC LLC
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
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GENERAL ATLANTIC PARTNERS 84, L.P.
By: General Atlantic LLC,
Its general partner
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
|
GAP COINVESTMENTS III, LLC
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: A Managing Member
|
GAP COINVESTMENTS IV, LLC
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: A Managing Member
|
CUSIP No. 374393106
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Page 15 of 19
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GAPSTAR, LLC
By: General Atlantic LLC,
Its sole member
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
|
GAP COINVESTMENTS CDA, L.P.
By: General Atlantic LLC,
Its general partner
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
|
GAPCO GMBH & CO. KG
By: GAPCO Management GmbH,
Its general partner
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
|
GAPCO MANAGEMENT GMBH
By:
/s/ Matthew Nimetz
Name: Matthew Nimetz
Title: Managing Director
|
CUSIP No. 374393106
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Page 16 of 19
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Schedule A
GA Managing Directors
Name
|
Business Address
|
Citizenship
|
Steven A. Denning (Chairman)
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
William E. Ford (Chief Executive Officer)
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
John Bernstein
|
83 Pall Mall, Fourth Floor
London SW1Y 5ES
United Kingdom
|
United Kingdom
|
H. Raymond Bingham
|
228 Hamilton Avenue
Palo Alto. California 94301
|
United States
|
Peter L. Bloom
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Mark F. Dzialga
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
William O. Grabe
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Abhay Havaldar
|
151 -152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India
|
India
|
David C. Hodgson
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Rene M. Kern
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States and Germany
|
Jonathan Korngold
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Christopher G. Lanning
|
3 Pickwick Plaza
Greenwich
,
Connecticut 06830
|
United States
|
Jeff X. Leng
|
Suite 2007-10, 20th Floor
One International Finance Center
1 Harbour View Street
Central Hong Kong
|
Hong Kong SAR
|
Anton J. Levy
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Marc F. McMorris
|
228 Hamilton Avenue
Palo Alto, California 94301,
|
United States
|
Thomas J. Murphy
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Matthew Nimetz
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Ranjit Pandit
|
151-152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India
|
United States and India
|
Andrew C. Pearson
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Raul R. Rai
|
151-152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India
|
India
|
David A. Rosenstein
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
|
|
|
|
|
CUSIP No. 374393106
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Page 17 of 19
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Sunish Sharma
|
151-152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India
|
India
|
Oliver Thum
|
Koenigsallee 62
40212 Dusseldorf, Germany
|
Germany
|
Tom C. Tinsley
|
2401 Pennsylvania Avenue N.W.
Washington. D.C. 20037
|
United States
|
Philip P. Trahanas
|
3 Pickwick Plaza
Greenwich, Connecticut 06830
|
United States
|
Florian P. Wendelstadt
|
83 Pall Mall, Fourth Floor
London SW1Y 5ES,
United Kingdom
|
Germany
|
CUSIP No. 374393106
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Page 18 of 19
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EXHIBIT 3
to SCHEDULE 13D
STANDSTILL AMENDMENT
PERSONAL AND CONFIDENTIAL
January 16, 2009
General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
Attention: David C. Hodgson
Ladies and Gentlemen:
The undersigned desire to execute this letter agreement to modify certain provisions of the letter agreement, dated July 30, 2008, by and between Gevity HR, Inc., a Florida corporation (“
Gevity
”) and General Atlantic Service Company, LLC (“
GA
”)
regarding certain “standstill” provisions (the “
Standstill Agreement
”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Standstill Agreement.
1.
|
The clause “for a period of six (6) months from the date of this letter agreement” set forth in the first sentence of second paragraph of the Standstill Agreement is hereby deleted and replaced with the clause “until April 30, 2009”.
|
2.
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Notwithstanding anything to the contrary set forth in Standstill Agreement, if prior to the expiration of the Standstill, the Company (a) enters into a standstill agreement with a third party (a “
Third Party Standstill
”) with a term that expires prior to April 30, 2009 or (b) amends a Third
Party Standstill to reduce the term of the Third Party Standstill such that it expires prior to April 30, 2009, then the Standstill Agreement will be deemed automatically amended to expire on the date that corresponds to the expiration of the Third Party Standstill and Gevity will promptly notify GA of such Third Party Standstill or amendment, as applicable.
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Other than as expressly modified pursuant hereto, all provisions of the Standstill Agreement remain unmodified and in full force and effect in accordance with the terms thereof.
[Signature Page Follows]
CUSIP No. 374393106
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Page 18 of 19
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Please indicate your concurrence and acceptance of the amendments to the Standstill Agreement set forth herein by signing below.
Very truly yours,
Gevity HR, Inc.
By: /s/ Garry Welsh
Name: Garry Welsh
Title: Senior Vice President
Confirmed and Agreed to:
General Atlantic Service Company, LLC
By: /s/ David C. Hodgson
Name: David C. Hodgson
Title: Vice President