-----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, S+/0zbmTZqjchlBJeqe+JOJO2LS/fdo0/e1abbClx+eMVpTfk0WEtsS0KXsgzFMl 6nha4mfm+XWQ3ZObNCxn5g== 0000950103-97-000733.txt : 19971208 0000950103-97-000733.hdr.sgml : 19971208 ACCESSION NUMBER: 0000950103-97-000733 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971205 SROS: NYSE GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC CO GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER GROUP INC CENTRAL INDEX KEY: 0000075754 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132760086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06770 FILM NUMBER: 97733431 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INC DATE OF NAME CHANGE: 19840523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 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. 4) PAINE WEBBER GROUP INC. (Name of Issuer) COMMON STOCK $1 PAR VALUE (Title of Class of Securities) 69562910 (Cusip Number) GENERAL ELECTRIC COMPANY GENERAL ELECTRIC CAPITAL SERVICES, INC. GENERAL ELECTRIC CAPITAL CORPORATION (Name of Persons Filing Statement) ROBERT E. HEALING GENERAL ELECTRIC COMPANY 3135 Easton Turnpike Fairfield, Connecticut 06431 (203) 373-2243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]. Check the following box if a fee is being paid with this statement: [ ] SCHEDULE 13D CUSIP NO. 69562910 PAGE 2-I of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY IRS NO. 14-0089340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 31,523,600 (See Item 5) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 31,523,600 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,523,600 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4% (See Item 5) 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 69562910 PAGE 2-II of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL SERVICES, INC. IRS NO. 06-1109503 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 31,523,600 (See Item 5) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 31,523,600 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,523,600 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4% (See Item 5) 14 TYPE OF REPORTING PERSON CO, HC SCHEDULE 13D CUSIP NO. 69562910 PAGE 2-III of 20 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL CORPORATION IRS NO. 13-1500700 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 8,273,600 (See Item 5) OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 8,273,600 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,273,600 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% (See Item 5) 14 TYPE OF REPORTING PERSON CO This amendment amends and supplements a statement on Schedule 13D relating to the common stock, $1 par value per share (the "Common Stock"), of Paine Webber Group Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission on November 14, 1994 (the "Initial Schedule 13D"), and amended and supplemented by Amendment No. 1 filed on December 21, 1994, Amendment No. 2 filed on August 8, 1997 and Amendment No. 3 filed on August 20, 1997 (together with the Initial Schedule 13D, the "Schedule 13D"). Certain capitalized terms used in this statement but not otherwise defined herein have the meanings given to them in the Schedule 13D. This statement is being filed on behalf of General Electric Company, a New York corporation ("GE"), General Electric Capital Services, Inc., a Delaware corporation ("GECS") and General Electric Capital Corporation, a New York corporation ("GECC"). Item 2. Identity and Background. Schedule A of the Schedule 13D is hereby amended and restated by Schedule A attached hereto. Item 3. Source and Amount of Funds or Other Consideration. The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following information: On December 4, 1997, GECC exercised its right to convert the 1,000,000 shares of the Company's Convertible Preferred Stock owned by GECC into shares of Common Stock. The 1,000,000 shares of Convertible Preferred Stock are convertible into 8,273,600(1) shares of Common Stock. Item 4. Purpose of Transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by the following information: On December 4, 1997, GECC exercised its right to convert the 1,000,000 shares of the Company's Convertible Preferred Stock owned by GECC into shares of Common Stock. The 1,000,000 shares of Convertible Preferred Stock are convertible into 8,273,600 shares of Common Stock. GECC has acquired the 8,273,600 shares of Common Stock for investment. GECC intends to review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, GECC may consider from time to time various alternative courses of action as permitted by the Amended and Restated Stockholders Agreement. The Amended and Restated Stockholders Agreement imposes limitations on the acquisition or disposition of Common Stock by GECC and it affiliates. Except as set forth above and except as contemplated by the Amended and Restated Stockholders Agreement, none of GE, GECS or GECC or, to the best of their knowledge, any of the persons listed on Schedule A has a plan or proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D promulgated by the Securities and Exchange Commission. Item 5. Interest in Securities of the Company. Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (a) GECC directly owns 8,273,600 shares of Common Stock, representing approximately 5.9% of the outstanding Common Stock of the Company.(2) GECS is the direct parent corporation of GECC, and, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), GECS indirectly beneficially owns 31,523,600 shares of Common Stock (23,250,000 shares of Common Stock currently directly owned, and 8,273,600 shares of Common Stock directly owned by GECC), representing approximately 22.4% of the outstanding Common Stock of the Company. GE is the direct parent corporation of GECS, and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, GE indirectly beneficially owns 31,523,600 shares of Common Stock, representing approximately 22.4% of the outstanding Common Stock of the Company. - --------------------- (1) All share numbers in this Amendment No. 4 have been determined after giving effect to the Company's three-for-two Common Stock split (the "Company's Stock Split") in the form of a 50% Common Stock dividend for all holders of record as of October 24, 1997, which was payable on November 17, 1997. (2) Based on the information included in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997 and after giving effect to the Company's Stock Split, on November 7, 1997, the Company had outstanding 132,384,135 shares of Common Stock. All percentages in this Amendment No. 4 have been determined based on this number of outstanding shares of Common Stock, after giving effect to the issuance to GECC of the 8,273,600 shares of Common Stock issuable upon conversion of the 1,000,000 shares of Convertible Preferred Stock (i.e., based on 140,657,725 shares of Common Stock outstanding). Except as set forth in this Item 5(a), none of GE, GECS or GECC or, to the best of their knowledge, any of the persons listed in Schedule A beneficially own any Common Stock. (b) Subject to the terms of the Amended and Restated Stockholders Agreement, GECS, as the parent corporation of GECC, and GE, as the parent corporation of GECS, have indirect shared power to vote and dispose of 31,523,600 shares of Common Stock. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. Item 7. Exhibits. Exhibit 99(a): Power of attorney SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 5, 1997 GENERAL ELECTRIC COMPANY By: /s/ Jeffrey S. Werner ________________________________________ Name: Jeffrey S. Werner Title: Attorney-in-fact GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Jeffrey S. Werner ________________________________________ Name: Jeffrey S. Werner Title: Senior Vice President - Corporate Treasury and Global Funding Operations GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jeffery S. Werner ________________________________________ Name: Jeffrey S. Werner Title: Senior Vice President - Corporate Treasury and Global Funding Operations SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC COMPANY The name, business address, title, present principal occupation or employment of each of the directors and executive officers of GE are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to GE. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
GENERAL ELECTRIC COMPANY DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ----------------------------- ------------------------------------ --------------------------------- D.W. Calloway PepsiCo, Inc. Retired Director and 700 Anderson Hill Road Chairman of the Board, Purchase, NY 10577 PepsiCo, Inc. J.I. Cash, Jr. Harvard Business School Professor of Business Baker Library 187 Administration-Graduate Soldiers Field School of Business Boston, MA 02163 Administration, Harvard University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Senior Vice President- 3135 Easton Turnpike Finance, General Fairfield, CT 06431 Electric Company P. Fresco General Electric Company Vice Chairman of the Board (U.S.A.) and Executive Officer, General 3 Shortlands, Hammersmith London, Electric Company W6 8BX, England C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief S.A. de C.V. Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores E.F. Murphy General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation B.S. Prieskel Suite 3125 Former Senior Vice 60 East 42nd Street President, Motion New York, NY 10165 Picture Associations of America F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Corporation Retired Chairman of the 1 Champion Plaza Board and CEO Stamford, CT 06921 and former Director, Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Officer, Fairfield, CT 06431 General Electric Company Citizenship C. X. Gonzalez Mexico P. Fresco Italy All Others U.S.A.
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ------------------ ------------------------- ------------------------------ J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Officer Fairfield, CT 06431 P. Fresco General Electric Company Vice Chairman of the Board (U.S.A.) and ExecutiveOfficer 3 Shortlands, Hammersmith London, W6 8BX, England P.D. Ameen General Electric Company Vice President and 3135 Easton Turnpike Comptroller Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D.L. Calhoun General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44122 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D. M. Cote General Electric Company Senior Vice President - 3135 Easton Turnpike GE Appliances Fairfield, CT 06431 D.D. Dammerman General Electric Company Senior Vice President - 3135 Easton Turnpike Finance Fairfield, CT 06431 L.S. Edelheit General Electric Company Senior Vice President - P.O. Box 8 Corporate Research Schenectady, NY 12301 and Development B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 J. R. Immelt General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 W.J. Lansing General Electric Company Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06431 G.S. Malm General Electric Company Senior Vice President - Asia 3135 Easton Turnpike Fairfield, CT 06431 W.J. McNerney, Jr. General Electric Company Senior Vice President - 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 E.F. Murphy General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 R.L. Nardelli General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - Corporate 3135 Easton Turnpike Financial Planning and Fairfield, CT 06431 Analysis J.D. Opie General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J.G. Rice General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 J.W. Rogers General Electric Company Vice President - GE Motors 1635 Broadway Fort Wayne, IN 46801 L.G. Trotter General Electric Company Vice President - GE Electrical 41 Woodford Avenue Distribution and Control Plainville, CT 06062 Citizenship P. Fresco Italy G.S. Malm Sweden All Others U.S.A.
DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC CAPITAL SERVICES, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of GECS are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to GECS. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ----------------------------- ------------------------------------------ --------------------------------- G.C. Wendt General Electric Capital Services, Inc. Chairman, President and Chief 260 Long Ridge Road Executive Officer, General Stamford, CT 06927 Electric Capital Services, Inc. K. Ahlmann Employers Reinsurance Corporation Executive Vice President, 5200 Metcalf General Electric Capital Overland Park, KS 66202 Services, Inc. President and Chief Operating Officer, Employers Reinsurance Corp. N.D.T. Andrews General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. J.R. Bunt General Electric Company Vice President and Treasurer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 D.D. Dammerman General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer, General Electric Company P. Fresco General Electric Company Vice Chairman and Executive 3135 Easton Turnpike Officer, General Electric Fairfield, CT 06431 Company B.W. Heineman, Jr. General Electric Company Senior Vice President, General 3135 Easton Turnpike Counsel and Secretary, Fairfield, CT 06431 General Electric Company J.H. Myers General Electric Investment Chairman of the Board and Corporation President, General Electric 3003 Summer Street Investment Corporation Stamford, CT 06904 R.L. Nardelli GE Power Systems President and Chief Executive One River Road Officer, GE Power Systems Schenectady, NY 12345 D.J. Nayden General Electric Company Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. M.A. Neal General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. J.M. Samuels General Electric Company Vice President and Senior 3135 Easton Turnpike Counsel, Corporate Taxes, Fairfield, CT 06431 General Electric Company E.D. Stewart General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. J.F. Welch, Jr. General Electric Company Chairman and Chief Executive 3135 Easton Turnpike Officer, General Electric Fairfield, CT 06431 Company Citizenship K. Ahlmann Denmark N.D.T. Andrews U.K. P. Fresco Italy All Others U.S.A.
GENERAL ELECTRIC CAPITAL SERVICES, INC. EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ------------------------------ ----------------------------------------- ---------------------------------- G.C. Wendt General Electric Capital Services, Inc. Chairman, President and Chief 260 Long Ridge Road Executive Officer, General Stamford, CT 06927 Electric Capital Services, Inc. K. Ahlman Employers Reinsurance Corporation Executive Vice President, 5200 Metcalf General Electric Capital Overland Park, KS 66202 Services, Inc. President and Chief Operating Officer, Employers Reinsurance Corporation N.D.T. Andrews General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. D.J. Nayden General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. M.A. Neal General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. E.D. Stewart General Electric Capital Services, Inc. Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Services, Inc. N.E. Barton General Electric Capital Services, Inc. Senior Vice President, General 260 Long Ridge Road Counsel and Secretary, Stamford, CT 06927 General Electric Capital Services, Inc. J.A. Parke General Electric Capital Services, Inc. Senior Vice President, 260 Long Ridge Road Finance, General Electric Stamford, CT 06927 Capital Services, Inc. L.J. Toole General Electric Capital Services, Inc. Senior Vice President, Human 260 Long Ridge Road Resources, General Electric Stamford, CT 06927 Capital Services, Inc. J.S. Werner General Electric Capital Services, Inc. Senior Vice President, 201 High Ridge Road Corporate Treasury and Global Stamford, CT 06927 Funding Operation, General Electric Capital Services, Inc. Citizenship K. Ahlmann Denmark N.D.T. Andrews U.K. P. Fresco Italy All Others U.S.A.
DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC CAPITAL CORPORATION The name, business address, title, present principal occupation or employment of each of the directors and executive officers of GECC are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to GECC. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ------------------------------ -------------------------------------- -------------------------------- N.D.T. Andrews General Electric Capital Corporation Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Corporation N.E. Barton General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road General Counsel and Stamford, CT 06927 Secretary, General Electric Capital Corporation J.R. Bunt General Electric Company Vice President and Treasurer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 D.M. Cote GE Appliances President and Chief Appliance Park Executive Officer, GE Louisville, KY 40225 Appliances D.D. Dammerman General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer, General Electric Company P. Fresco General Electric Company Vice Chairman and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company B.W. Heineman, Jr. General Electric Company Senior Vice President, General 3135 Easton Turnpike Counsel and Secretary, Fairfield, CT 06431 General Electric Company J.R. Immelt GE Medical Systems President and Chief 3000 N. Grandview Boulevard Executive Officer, Waukesha, WI 53188 GE Medical Systems W.J. McNerney, Jr. GE Aircraft Engines President and Chief One Neumann Way Executive Officer, Cincinnati, OH 45215 GE Aircraft Engines J.H. Myers General Electric Investment Chairman of the Board and Corporation President, General Electric 3003 Summer Street Investment Corporation Stamford, CT 06904 R.L. Nardelli General Electric Company President and Chief One River Road Executive Officer, Schenectady, NY 12345 GE Power Systems D.J. Nayden General Electric Capital Corporation President and Chief 260 Long Ridge Road Operating Officer, General Stamford, CT 06927 Electric Capital Corporation M.A. Neal General Electric Capital Corporation Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Corporation J.A. Parke General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Finance, General Electric Stamford, CT 06927 Capital Corporation J.M. Samuels General Electric Company Vice President and Senior 3135 Easton Turnpike Counsel, Corporate Taxes, Fairfield, CT 06431 General Electric Company E.D. Stewart General Electric Capital Corporation Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Corporation J.F. Welch, Jr. General Electric Company Chairman and Chief 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company G.C. Wendt General Electric Capital Corporation Chairman and Chief 260 Long Ridge Road Executive Officer, General Stamford, CT 06927 Electric Capital Corporation Citizenship N.D.T. Andrews U.K. P. Fresco Italy All Others U.S.A.
GENERAL ELECTRIC CAPITAL CORPORATION EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ------------------------------- -------------------------------------- --------------------------------- G.C. Wendt General Electric Capital Corporation Chairman and Chief 260 Long Ridge Road Executive Officer, General Stamford, CT 06927 Electric Capital Corporation D.J. Nayden General Electric Capital Corporation President and Chief Operating 260 Long Ridge Road Officer, General Electric Stamford, CT 06927 Capital Corporation N.D.T. Andrews General Electric Capital Corporation Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Corporation M.A. Neal General Electric Capital Corporation Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Corporation E.D. Stewart General Electric Capital Corporation Executive Vice President, 260 Long Ridge Road General Electric Capital Stamford, CT 06927 Corporation N.E. Barton General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road General Counsel and Stamford, CT 06927 Secretary, General Electric Capital Corporation J.A. Colica General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Risk Management and Stamford, CT 06927 Credit Policy, General Electric Capital Corporation M.D. Fraizer General Electric Capital Corporation Senior Vice President Taylor Building Insurance/Investment 6604 West Broad Street Products, General Electric Richmond, VA 23230 Capital Corporation R.L. Lewis General Electric Capital Corporation Senior Vice President, 1600 Summer Street Global Project and 6th Floor Structured Finance, Stamford, CT 06905 General Electric Capital Corporation J.A. Parke General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Finance, General Electric Stamford, CT 06927 Capital Corporation T. S. Thomson General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Strategic Planning and Stamford, CT 06927 Business Development, General Electric Capital Corporation L.J. Toole General Electric Capital Corporation Senior Vice President, Human 260 Long Ridge Road Resources, General Electric Stamford, CT 06927 Capital Corporation J.S. Werner General Electric Capital Corporation Senior Vice President, 201 High Ridge Road Corporate Treasury and Global Stamford, CT 06927 Funding Operation, General Electric Capital Corporation Citizenship N.D.T. Andrews U.K. All Others U.S.A.
EX-99.1 2 Exhibit 99(a) POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Michael A. Gaudino John J. Walker Michael E. Pralle Paul J. Licursi Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 1998. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 5th day of June, 1996. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing -------------------------------------- Robert E. Healing, Attesting Secretary -----END PRIVACY-ENHANCED MESSAGE-----