-----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, J9UrU2ucOv2B9fel1EdpZZrncphsQYVLWhHOMun+w8DK20L5951nroPk2K9dNmqg +IO/I1axawPVUwgPAuv9pQ== 0000895345-97-000089.txt : 19970228 0000895345-97-000089.hdr.sgml : 19970228 ACCESSION NUMBER: 0000895345-97-000089 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970227 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAND UNION CO /DE/ CENTRAL INDEX KEY: 0000316236 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 251518276 STATE OF INCORPORATION: DE FISCAL YEAR END: 0325 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44467 FILM NUMBER: 97545894 BUSINESS ADDRESS: STREET 1: 201 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470-0966 BUSINESS PHONE: 2018906000 MAIL ADDRESS: STREET 1: 201 WILLOWBROOK BLVD CITY: WAYNE STATE: NJ ZIP: 07470 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSOR TO GRAND UNION CO/VA/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TREFOIL INVESTORS II INC CENTRAL INDEX KEY: 0001020748 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954499689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8188454444 MAIL ADDRESS: STREET 1: P O BOX 7774 CITY: BURBANK STATE: CA ZIP: 91510-7774 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* AMENDMENT NO. 2 The Grand Union Company - ----------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 1.00 Per Share) (Upon Conversion of Class A Convertible Preferred Stock) - ----------------------------------------------------------------- (Title of Class of Securities) 386532303 - ----------------------------------------------------------------- (CUSIP Number) David K. Robbins, Esq. Michael Pastore, Esq. Fried, Frank, Harris, Shriver General Electric Investment & Jacobson Corporation 350 South Grand Avenue 3003 Summer Street 32nd Floor Stamford, Connecticut 06904 Los Angeles, CA 90071 (203) 326-2312 (213) 473-2005 - ------------------------------ ----------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 25, 1997 - ----------------------------------------------------------------- (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(b)(3) or (4), check the following box []. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. 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). SCHEDULE 13D CUSIP No. 336532303 Page 2 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TREFOIL CAPITAL INVESTORS II, L.P. EIN: 95-4499689 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 6,964,534.96 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 6,964,534.96 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 336532303 Page 3 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TREFOIL INVESTORS II, INC. EIN: 95-4498559 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 6,964,534.96 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 6,964,534.96 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 Page 4 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIGMA HEDGE PARTNERS, G.P. EIN: 06-1420583 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] NOT APPLICABLE (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 6,964,534.96 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 336532303 Page 5 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DELTA PT INVESTORS CORPORATION EIN: 06-142580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] NOT APPLICABLE (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 6,964,534.96 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 Page 6 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EPSILON EQUITIES, INC. EIN: 06-142580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] NOT APPLICABLE (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 336532303 Page 7 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRUSTEES OF GENERAL ELECTRIC PENSION TRUST EIN: 14-6016763 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] NOT APPLICABLE (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 6,964,534.96 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* EP SCHEDULE 13D CUSIP No. 386532303 Page 8 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP EIN: 06-1429671 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF SHARES 6,964,534.96 BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 6,964,534.96 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 386532303 Page 9 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE INVESTMENT MANAGEMENT INCORPORATED EIN: 06-1238874 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] NOT APPLICABLE 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER NUMBER OF SHARES 6,964,534.96 BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 6,964,534.96 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,929,069.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.21% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 386532303 Page 10 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY EIN: 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] NOT APPLICABLE 3 SEC USE ONLY 4 SOURCE OF FUNDS* NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 7 SOLE VOTING POWER NUMBER OF SHARES DISCLAIMED (SEE 11 BELOW) BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING DISCLAIMED (SEE 11 BELOW) PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC COMPANY 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] NOT APPLICABLE 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) NOT APPLICABLE 14 TYPE OF REPORTING PERSON* CO ITEM 1. SECURITY AND ISSUER. ------------------- Item 1 of the Schedule 13D is hereby amended and supplemented to add the following: This Amendment No. 2 is filed on behalf of Trefoil Capital Investors II, L.P., a Delaware limited partnership ("Trefoil"), Trefoil Investors II, Inc., a Delaware corporation ("Trefoil III"), Sigma Hedge Partners, G.P., a Delaware partnership ("Sigma"), Delta PT Investors Corporation, a Delaware corporation ("Delta"), Epsilon Equities, Inc., a Delaware corporation ("Epsilon"), the Trustees of General Electric Pension Trust, a New York common law trust ("GEPT"), GE Investments Private Placement Partners II, A Limited Partnership, a Delaware limited partnership ("GEI" and collectively with Trefoil, the "Purchasers"), GE Investment Management Incorporated, a Delaware corporation and General Electric Company, a New York corporation (collectively, the "Filing Persons"), in respect of the Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on August 12, 1996, as amended pursuant to Amendment No. 1 thereto filed on September 18, 1996 (collectively, the "Schedule 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock") of The Grand Union Company (the "Company"), which is issuable upon conversion of the shares of the Company's Class A Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock") to be purchased by Trefoil and GEI pursuant to, and subject to the conditions of, the Stock Purchase Agreement, dated as of July 30, 1996, by and among the Company, Trefoil and GEI (the "Stock Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given them in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ----------------------------------- Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: Pursuant to the Stock Purchase Agreement, on February 25, 1997 the Company, Trefoil and GEI consummated the Third Closing (as defined in the Stock Purchase Agreement), thereby purchasing an aggregate of 400,000 shares of the Preferred Stock for $20,000,000. The funds used to purchase the shares of Preferred Stock were obtained as follows: Trefoil. The total amount of funds required by Trefoil to purchase the Preferred Stock to be purchased by it in connection with the Third Closing (as defined in the Stock Purchase Agreement) pursuant to the Stock Purchase Agreement is $20 million. Sigma obtained the necessary funds from capital contributions by its partners. Trefoil III, Delta and Epsilon each obtained the necessary funds to make their respective capital contributions from capital contributions by their respective stockholders. GEPT obtained the necessary funds to make its capital contributions from plan assets. GEI. The total amount of funds required by GEI to purchase the Preferred Stock to be purchased by it in connection with the Third Closing (as defined in the Stock Purchase Agreement) pursuant to the Stock Purchase Agreement is $20 million. GEI obtained the necessary funds from capital contributions from its partners. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Item 4 of the Schedule 13D is hereby amended and supplemented to add the following: Pursuant to the Stock Purchase Agreement, on February 25, 1997, the Company, Trefoil and GEI consummated the Third Closing (as defined in the Stock Purchase Agreement), thereby purchasing an aggregate of 400,000 shares of the Preferred Stock for $20,000,000. Subject to the foregoing and to the response to Item 5 herein, the Purchasers have no plans or proposals which relate to or would result in any such transaction, event or action as is enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Exchange Act. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. ------------------------------------- Item 5(a) of the Schedule 13D is hereby amended to read in its entirety as follows: (a) For purposes of Rule 13d-3 under the Exchange Act, by virtue of the Stock Purchase Agreement, each of Trefoil and GEI may be deemed to be the beneficial owner of an aggregate of 13,929,069.91 shares of Common Stock into which the aggregate 2,000,000 shares of the Preferred Stock to be purchased by them pursuant to the Stock Purchase Agreement, plus all additional shares of Preferred Stock issued to the Purchasers as payment of dividends on Preferred Stock, are convertible. To date, there have been two distributions of dividends on Preferred Stock. On September 30, 1996, the Company paid the first quarterly dividend on Preferred Stock through the issuance of 1,322 shares of Preferred Stock to each of the Purchasers. On December 31, 1996, the Company paid the second quarterly dividend on Preferred Stock through the issuance of 8,528 additional shares of Preferred Stock to each of the Purchasers. Each of Trefoil and GEI has agreed pursuant to the Stock Purchase Agreement to purchase 1,000,000 shares of the Preferred Stock , and as described above, has been issued an additional 9,850 shares of Preferred Stock as payment of dividends, the sum of which is Fractional shares of Preferred Stock were not issued in connection with such dividend payments; however, the Purchasers will be credited for accrued but unissued fractional shares on a cumulative basis as subsequent dividends are paid. convertible into 6,964,534.96 shares of Common Stock. The aggregate 13,929,069.91 shares of Common Stock beneficially owned by the Purchasers, if outstanding, would constitute approximately 58.21% of the total number of shares of Common Stock outstanding. Based on 10,000,000 shares of Common Stock outstanding as of July 30, 1996, as represented by the Company in the Stock Purchase Agreement, and a conversion price of $7.25 per share of Common Stock, determined as of the date of the Principal Closing in accordance with the terms of the Certificate of Designation of the Preferred Stock. 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 27, 1997 TREFOIL CAPITAL INVESTORS II, L.P. By: Trefoil Investors II, Inc., a general partner By: /s/ Robert G. Moskowitz ------------------------------ Name: Robert G. Moskowitz Title: Vice President TREFOIL INVESTORS II, INC. By: /s/ Robert G. Moskowitz ------------------------------ Name: Robert G. Moskowitz Title: Vice President 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 27, 1997 GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP By: GE Investment Management Incorporated, as general partner By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GE INVESTMENT 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 SIGMA HEDGE PARTNERS, G.P. By: Delta PT Investors Corporation, a general partner By: /s/ Michael M. Pastore ----------------------------- Name: Michael M. Pastore Title: Vice President DELTA PT INVESTORS CORPORATION By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President EPSILON EQUITIES, INC. By: /s/ Michael M. Pastore ------------------------------ Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC PENSION TRUST By: /s/ John H. Myers ------------------------------ Name: John H. Myers Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----