-----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, ClWEbaU7MuFhAvY2TfAzBp0q6mCp2RJqlt4E7s04OywRa0PuPVxJE4dj01s9LZcu LIezwAT3M2Z3cVbx64UW6w== 0000895345-01-500327.txt : 20010710 0000895345-01-500327.hdr.sgml : 20010710 ACCESSION NUMBER: 0000895345-01-500327 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREYERS GRAND ICE CREAM INC CENTRAL INDEX KEY: 0000352305 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 942967523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33877 FILM NUMBER: 1676099 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D/A 1 ds13da.txt DS13DA.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Dreyer's Grand Ice Cream, Inc. ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share ----------------------------------------------------------------------------- (Title of Class of Securities) 26187810 ------------- (CUSIP Number) Nancy E. Barton, Esq. General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 (203) 961-5523 Alan M. Lewis General Electric Pension Trust P.O. Box 7900 3003 Summer Street Stamford, CT 06904 (203) 326-2313 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) July 5, 2001 ----------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing Person(s) has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. *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 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. 26187810 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) General Electric Capital Corporation (I.R.S. #13-1500700) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 2,899,999 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSONS WITH 1,199,999 10 SHARED DISPOSITIVE POWER 1,700,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS 2,899,999 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14 TYPE OF REPORTING PERSONS (See Instructions) CO CUSIP No. 26187810 13D 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 (a) [ ] (See Instructions) (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,172,989 REPORTING 9 SOLE DISPOSITIVE POWER PERSONS WITH 0 10 SHARED DISPOSITIVE POWER 1,172,989 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS 1,172,989, or if General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership are deemed to be a group, then 2,899,999. 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%, or if General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership are deemed to be a group, then 8.4%. 14 TYPE OF REPORTING PERSON (See Instructions) EP CUSIP No. 26187810 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GE Investment Private Placement Partners I, Limited Partnership (I.R.S. #06-1305217) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,727,010 REPORTING 9 SOLE DISPOSITIVE POWER PERSONS WITH 0 10 SHARED DISPOSITIVE POWER 1,727,010 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS 1,727,010, or if General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership are deemed to be a group, then 2,899,999. 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%, or if General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership are deemed to be a group, then 8.4%. 14 TYPE OF REPORTING PERSON (See Instructions) PN EP CUSIP No. 26187810 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GE Asset Management Incorporated (formerly known as GE Investment Management Incorporated), as General Partner of GE Investment Private Placement Partners I, Limited Partnership and as Investment Manager of General Electric Pension Trust (I.R.S. #06-1238874) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,899,999 REPORTING 9 SOLE DISPOSITIVE POWER PERSONS WITH 0 10 SHARED DISPOSITIVE POWER 2,899,999 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS 2,899,999 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% 14 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP No. 26187810 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) General Electric Capital Services, Inc. (formerly known as General Electric Financial Services, Inc.) (I.R.S. #06-1109503) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES Disclaimed (see 11 below). BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSONS WITH Disclaimed (see 11 below). 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS Beneficial ownership of all shares disclaimed by General Electric Capital Services, Inc. 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above). 14 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP No. 26187810 13D 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 (a) [ ] (See Instructions) (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) Not applicable. 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES Disclaimed (see 11 below). BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSONS WITH Disclaimed (see 11 below). 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS Beneficial ownership of all shares disclaimed by General Electric Company. 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above). 14 TYPE OF REPORTING PERSON (See Instructions) CO This Amendment No. 3 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by General Electric Capital Corporation, a Delaware corporation ("GECC"), General Electric Pension Trust, a New York common law trust ("GEPT"), GE Investment Private Placement Partners I, Limited Partnership, a Delaware limited partnership ("GEIPPP"), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of General Electric Company ("GEAM"), General Electric Capital Services, Inc., a Delaware corporation and General Electric Company, a New York corporation on July 12, 1993 and amended on both May 24, 1994 and December 10, 1997, relating to the common stock, par value $1.00 per share (the "Common Stock") of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"). All prior references to GE Investment Management Incorporated or GEIM contained in the Schedule 13D and prior amendments thereto shall henceforth be deemed to be references to GE Asset Management Incorporated, or GEAM (as successor to GEIM), respectively. All prior references to GECC as a New York corporation contained in the Schedule 13D and prior amendments thereto shall now be deemed to be references to GECC as a Delaware corporation as a result of a reincorporation of such company which was effected on July 2, 2001. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. The Schedule 13D is amended in the following manner: Item 1. Security and Issuer. - ------ ------------------- Item 1 is hereby amended by adding the following at the end thereof: "On June 19, 2001, GEPT, GEIPPP and GECC each exercised its right, pursuant to Section 8(b) of the Company's Certificate of Designation of its Series A Preferred Stock, to convert each of the 1,007,521.630 shares of the Series A Preferred Stock held by GEPT, GEIPPP and GECC into 5,799,998 shares of the Company's Common Stock. As a result, before the consummation of the transaction contemplated in Item 6 of this Amendment, the Reporting Persons beneficially own, in the aggregate, 5,799,998 of the 34,377,998 total shares of Common Stock outstanding. Item 2. Identity and Background. - ------ ----------------------- Item 2 is hereby amended and supplemented as follows: FIRST: All prior references to GECC in any of Item 2, 2(a), 2(b) or 2(c) as a New York corporation shall now be deemed to be references to GECC as a Delaware corporation as a result of a reincorporation of such company which was effected on July 2, 2001. SECOND: By deleting the first paragraph thereof in its entirety and replacing it with the following: "This statement is filed by General Electric Capital Corporation, a Delaware corporation ("GECC"), GE Asset Management Incorporated, a Delaware corporation ("GEAM") General Electric Capital Services, Inc. a Delaware corporation ("GECS"), General Electric Company, a New York corporation ("GE"), General Electric Pension Trust, a New York common law trust ("GEPT") and GE Investment Private Placement Partners I, Limited Partnership, a Delaware limited partnership ("GEIPPP"). GECC, GEAM, GECS, GE, GEPT and GEIPPP are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." THIRD: By adding the following as the fourth paragraph under the heading "Item 2(a), (b), (c)": "GEAM is a Delaware corporation with its principal executive offices at 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904. GEAM is a registered investment advisor and acts as the General Partner of GEIPPP and as the Investment Manager of GEPT." FOURTH: By deleting the paragraph under the heading "Item 2(f)" in its entirety and replacing it with the following: "The information set forth on Schedules II-VI hereof is incorporated herein by reference." Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- Unchanged. Item 4. Purpose of Transaction. - ------ ---------------------- Unchanged. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Item 5 is hereby amended and supplemented by: FIRST: Deleting paragraph (a) in its entirety and replacing it with the following: (a) (i) GECC beneficially owns 2,899,999 shares of Common Stock, representing 8.4%1 of the shares of Common Stock; (ii) GEPT beneficially owns 1,172,989 shares of Common Stock, representing 3.4% of the shares of Common Stock and (iii) GEIPPP beneficially owns 1,727,010 shares of Common Stock, representing 5.0% of the shares of Common Stock. GEPT, GEAM and GEIPPP may constitute a group as such term is used in Section 13(d)(3) of the Exchange Act. If GEPT, GEAM and GEIPPP were deemed to constitute a group, the 2,899,999 shares of Common Stock held by GEPT and GEIPPP in the aggregate would represent 8.4% of the shares of Common Stock. The 5,799,998 shares of Common Stock beneficially owned by GECC, GEAM, GEPT and GEIPPP in the aggregate would represent 16.87% of the shares of Common Stock. SECOND: Adding the following to the end of paragraph (b): "GEPT and GEAM, its Investment Manager, share voting and dispositive power over all of the shares held by GEPT. As a result of the agreement described in Item 6, (i) GECC shares dispositive power over 1,700,000 of the shares held by GECC, (ii) GEPT (along with GEAM) shares dispositive power over 687,616 of the shares held by GEPT and (iii) GEIPPP (along with GEAM) shares dispositive power over 1,012,384 shares held by GEIPPP." Item 6. Contracts Arrangements, Understandings or Relationships With - ------ Respect to Securities of the Issuer. ----------------------------------- Item 6 is hereby amended and supplemented by adding the following at the end thereof: On July 5, 2001, Nestle Holdings, Inc. ("Holdings") entered into a Share Purchase Agreement to purchase an aggregate 3,400,000 shares of Common Stock, representing 9.89% of the total shares of Common Stock outstanding, from General Electric Capital Corporation, General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership (the "GE Parties") in exchange for an aggregate consideration of $107,100,000 in cash. Consummation of such purchases of shares of Common Stock is conditioned on the expiration or termination of the waiting period imposed under the Hart-Scott-Rodino Improvements Act of 1976, as amended. Item 7. Material to be Filed as Exhibits. - ------ -------------------------------- Item 7 is hereby amended and supplemented by adding the following: Exhibit 11: Share Purchase Agreement by and between GECC, GEPT, GEIPPP and Nestle Holdings, Inc., dated as of July 5, 2001. Exhibit 12: Power of Attorney of General Electric Company, dated as of February 22, 2000. Exhibit 13: Power of Attorney of General Electric Capital Services, Inc., dated as of February 22, 2000. Schedules: - --------- Schedules I, II, III, IV, V and VI are replaced in their entirety by Schedules I, II, III, IV, V and VI, attached hereto. EXHIBIT INDEX ------------- EXHIBIT 11: Share Purchase Agreement by and between GECC, GEPT, GEIPPP and Nestle Holdings, Inc., dated as of July 5, 2001. EXHIBIT 12: Power of Attorney of General Electric Company, dated as of February 22, 2000. EXHIBIT 13: Power of Attorney of General Electric Capital Services, Inc., dated as of February 22, 2000. 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. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jonathan K. Sprole -------------------------------------- Name: Jonathan K. Sprole Title: Department Operations Manager GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Patrick J. McNeela -------------------------------------- Name: Patrick J. McNeela Title: Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ Patrick J. McNeela -------------------------------------- Name: Patrick J. McNeela Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Patrick J. McNeela -------------------------------------- Name: Patrick J. McNeela Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Jonathan K. Sprole -------------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Jonathan K. Sprole -------------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact Dated: July 6, 2001 Schedule I JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Amendment No. 3 to the Schedule 13D filed on this date with respect to the beneficial ownership by the undersigned of shares of Common Stock of Dreyer's Grand Ice Cream, Inc. is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: July 6, 2001 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jonathan K. Sprole -------------------------------------- Name: Jonathan K. Sprole Title: Department Operations Manager GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Patrick J. McNeela -------------------------------------- Name: Patrick J. McNeela Title: Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ Patrick J. McNeela -------------------------------------- Name: Patrick J. McNeela Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Patrick J. McNeela -------------------------------------- Name: Patrick J. McNeela Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Jonathan K. Sprole -------------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Jonathan K. Sprole -------------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact
Schedule II General Electric Capital Corporation ------------------------------------ Directors Citizenship Principal Occupation - --------- ----------- -------------------- Nancy E. Barton USA Senior Vice President, General Director Counsel and Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ferdinando Beccalli Italy Executive Vice President Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James R. Bunt USA Vice President and Treasurer Director GE Company 3135 Easton Turnpike Fairfield, CT 06431 David L. Calhoun USA Chief Executive Officer Director GE Aircraft Engines 1 Neumann Way Cincinnati, OH 45215 Dennis D. Dammerman USA Vice Chairman and Executive Officer Director GE Company 3135 Easton Turnpike Fairfield, CT 06431 Scott C. Donnelly USA Senior Vice President Director General Electric CR&D One Research Circle Niskayuna, NY Michael D. Fraizer USA President & CEO Director GE Financial Assurance 6604 W. Broad Street Richmond, VA 23230 Benjamin W. Heineman USA Senior Vice President, General Director Counsel and Secretary GE Company 3135 Easton Turnpike Fairfield, CT 06431 Jeffrey R. Immelt USA President and Chairman-Elect Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 John H. Myers USA Chairman and President Director GE Investment Corporation 3003 Summer Street, 7th Fl. Stamford, CT 06905 Denis J. Nayden USA Chairman and CEO Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Michael A. Neal USA President and COO Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James A. Parke USA Vice Chairman & Chief Financial Officer Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ronald R. Pressman USA Chairman, President & CEO Director Employers Reinsurance Corporation 5200 Metcalf Overland Park, KS 66204 Gary M. Reiner USA Sr. Vice President & Chief Information Officer Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 John M. Samuels USA Vice President and Senior Counsel, Corporate Taxes Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Keith S. Sherin USA Senior Vice President, Finance & Chief Financial Officer Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Edward D. Stewart USA Executive Vice President Director GE Capital Corporation 1600 Summer Street Stamford, CT 06927 John F. Welch, Jr. USA Chairman and Chief Executive Officer Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Robert C. Wright USA President and Chief Executive Officer Director NBC 30 Rockefeller Plaza, 52nd Floor New York, NY 10112 Executive Officers Citizenship Principal Occupation - ------------------ ----------- -------------------- Denis J. Nayden USA Chairman and CEO Chairman and Chief Executive GE Capital Corporation Officer 260 Long Ridge Road Stamford, CT 06927 Michael A. Neal USA President and COO President and Chief Operating GE Capital Corporation Officer 260 Long Ridge Road Stamford, CT 06927 James A. Parke USA Vice Chairman & Chief Financial Officer Vice Chairman and GE Capital Corporation Chief Financial Officer 260 Long Ridge Road Stamford, CT 06927 Ferdinando Beccalli USA Executive Vice President Executive Vice President General Electric Capital 260 Long Ridge Road Stamford, CT 06927 Edward D. Stewart USA Executive Vice President Executive Vice President GE Capital Corporation 1600 Summer Street Stamford, CT 06927 Nancy E. Barton USA Senior Vice President, General Senior Vice President, Counsel and Secretary General Counsel and Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James A. Colica USA Senior Vice President, Global Risk Senior Vice President Management GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Richard D'Avino USA Senior Vice President, Taxes Senior Vice President, Taxes GE Capital Corporation 777 Long Ridge Road Stamford, CT 06927 Robert L. Lewis USA Senior Vice President, Structured Senior Vice President Finance Group GE Capital Corporation 120 Long Ridge Road Stamford, CT 06927 David R. Nissen USA Senior Vice President, Global Senior Vice President Consumer Finance GE Capital Corporation 1600 Summer Street Stamford, CT 06927 Marc J. Saperstein USA Senior Vice President, Human Resources Senior Vice President General Electric Capital 260 Long Ridge Road Stamford, CT 06927 Jeffrey S. Werner USA Sr. Vice President, Corp.Treasury & Global Senior Vice President Funding Op. GE Capital Corporation 201 High Ridge Road Stamford, CT 06927 Joan C. Amble USA Vice President and Controller Vice President and Controller GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927
Schedule III General Electric Capital Services, Inc. Directors Citizenship Principal Occupation - --------- ----------- -------------------- Nancy E. Barton USA Senior Vice President, General Director Counsel and Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ferdinando Beccalli Italy Executive Vice President Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James R. Bunt USA Vice President and Treasurer Director GE Company 3135 Easton Turnpike Fairfield, CT 06431 David L. Calhoun USA Chief Executive Officer Director GE Aircraft Engines 1 Neumann Way Cincinnati, OH 45215 Dennis D. Dammerman USA Vice Chairman and Executive Officer Director GE Company 3135 Easton Turnpike Fairfield, CT 06431 Scott C. Donnelly USA Senior Vice President Director General Electric CR&D One Research Circle Niskayuna, NY Michael D. Fraizer USA President & CEO Director GE Financial Assurance 6604 W. Broad Street Richmond, VA 23230 Benjamin W. Heineman, USA Senior Vice President, General Counsel and Director Secretary GE Company 3135 Easton Turnpike Fairfield, CT 06431 Jeffrey R. Immelt USA President and Chairman-Elect Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 John H. Myers USA Chairman and President Director GE Investment Corporation 3003 Summer Street, 7th Fl. Stamford, CT 06905 Denis J. Nayden USA Chairman and CEO Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Michael A. Neal USA President and COO Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James A. Parke USA Vice Chairman & Chief Financial Officer Director GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ronald R. Pressman USA Chairman, President & CEO Director Employers Reinsurance Corporation 5200 Metcalf Overland Park, KS 66204 Gary M. Reiner USA Sr. Vice President & Chief Information Officer Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 John M. Samuels USA Vice President and Senior Counsel, Director Corporate Taxes General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Keith S. Sherin USA Senior Vice President, Finance & Chief Director Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Edward D. Stewart USA Executive Vice President Director GE Capital Corporation 1600 Summer Street Stamford, CT 06927 John F. Welch, Jr. USA Chairman and Chief Executive Officer Director General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Robert C. Wright USA President and Chief Executive Officer Director NBC 30 Rockefeller Plaza, 52nd Floor New York, NY 10112 Executive Officers Citizenship Principal Occupation - ------------------ ----------- -------------------- Dennis D. Dammerman USA Vice Chairman and Executive Officer Chairman of the Board GE Company 3135 Easton Turnpike Fairfield, CT 06431 Denis J. Nayden USA Chairman and CEO President GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James A. Parke USA Vice Chairman & Chief Financial Officer Executive Vice President and GE Capital Corporation Chief Financial Officer 260 Long Ridge Road Stamford, CT 06927 Ferdinando Beccalli USA Executive Vice President Executive Vice President General Electric Capital 260 Long Ridge Road Stamford, CT 06927 Michael D. Fraizer USA President & CEO Executive Vice President GE Financial Assurance 6604 W. Broad Street Richmond, VA 23230 Michael A. Neal USA President and COO Executive Vice President GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ronald R. Pressman USA Chairman, President & CEO Executive Vice President Employers Reinsurance Corporation 5200 Metcalf Overland Park, KS 66204 Edward D. Stewart USA Executive Vice President Executive Vice President GE Capital Corporation 1600 Summer Street Stamford, CT 06927 Nancy E. Barton USA Senior Vice President, General Senior Vice President, Counsel and Secretary General Counsel and Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 James A. Colica USA Senior Vice President, Global Risk Senior Vice President Management GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Richard D'Avino USA Senior Vice President, Taxes Senior Vice President, Taxes GE Capital Corporation 777 Long Ridge Road Stamford, CT 06927 Marc J. Saperstein USA Senior Vice President, Human Resources Senior Vice President General Electric Capital 260 Long Ridge Road Stamford, CT 06927 Jeffrey S. Werner USA Sr. Vice President, Corp. Treasury & Global Senior Vice President Funding Op. GE Capital Corporation 201 High Ridge Road Stamford, CT 06927 Joan C. Amble USA Vice President and Controller Vice President and Controller GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Barbara E. Daniele USA Vice President and Senior Litigation Vice President and Senior Counsel Litigation Counsel GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Steven F. Kluger USA Vice President, Capital Markets Services Vice President GE Capital Corporation 3001 Summer Street Stamford, CT 06927
Schedule IV General Electric Company DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION J.I.Cash, Jr. Harvard Business School Professor of Business Morgan Hall Administration-Graduate Soldiers Field Road 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 Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy A. M. Fudge 555 South Broadway Tarrytown, NY 10591 C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief 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 J.R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 A. Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Executive Officer, New York, NY 10105 Avon Products, Inc. K.G. Langone Invemed Associates, Inc. Chairman, President and Chief 375 Park Avenue Executive Officer, New York, NY 10152 Invemed Associates, Inc. R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer New York, NY 10019-7316 S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Palo Alto, CA 94303-4900 Sun Microsystems, Inc. G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus, 3104 Snee Building Cornell University Ithaca, NY 14853 G. L. Rogers General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion International Stamford, CT 06921 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 Fairfield, CT 06431 Officer, General Electric Company R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, National Broadcasting Company, Inc.
Citizenship of Directors P. Fresco Italy C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A.
EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06431 J.R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D.C. Calhoun General Electric Company Senior Vice President - 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 J.P. Campbell General Electric Company Vice President - Appliance Park GE Appliances Louisville, KY 40225 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman, General Electric Capital Services, Inc. S. C. Donnelly General Electric Company Senior Vice President - P. O. Box 8 Corporate Research Schenectady, NY 12301 and Development M. J. Espe General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44112 Y. Fujimori General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 J.M. Hogan General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 J. Krenicki, Jr. General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 R.W. Nelson General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06431 and Analysis G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J. G. Rice General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 G.L. Rogers General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06431 L.G. Trotter General Electric Company Senior Vice President - 41 Woodford Avenue GE Industrial Systems Plainville, CT 06062 W. A. Woodburn General Electric Company Senior Vice President - 41 Woodford Avenue GE Specialty Chemicals Plainville, CT 06062 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, National Broadcasting Company, Inc.
Citizenship of All Executive Officers U.S.A. Schedule V General Electric Pension Trust Trustees Present Principal Occupation Eugene K. Bolton Executive Vice President of GEAM and Trustee of GEPT Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT John H. Myers Vice President of General Electric Company, Chairman of the Board and President GEAM and Trustee of GEPT Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT Geoffrey R. Norman Executive Vice President of GEAM and Trustee of GEPT Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT John J. Walker Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT Citizenship of All Trustees U.S.A. Schedule VI GE Investment Private Partners I, Limited Partnership The General Partner of GE Investment Private Partners I, Limited Partnership is GE Asset Management Incorporated (a Delaware corporation). Its principal place of business is 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904. GE Asset Management Incorporated The business address of each of the persons listed below is 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904. Directors Present Principal Occupation Eugene K. Bolton Executive Vice President of GEAM and Trustee of GEPT Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT John H. Myers Vice President of General Electric Company, Chairman of the Board and President GEAM and Trustee of GEPT Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT Geoffrey R. Norman Executive Vice President of GEAM and Trustee of GEPT Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT John J. Walker Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT
Citizenship of all Directors U.S.A Executive Officers Present Principal Occupation John H. Myers Chairman of the Board and President Eugene K. Bolton Executive Vice President - Domestic Equity Investments Michael J. Cosgrove Executive Vice President - Sales and Marketing Ralph R. Layman Executive Vice President - International Equity Investments Alan M. Lewis Executive Vice President - General Counsel and Secretary Robert A. MacDougall Executive Vice President - Fixed Income Geoffrey R. Norman Executive Vice President - Marketing Donald W. Torey Executive Vice President - Real Estate and Private Equities John J. Walker Executive Vice President - Chief Financial Officer Anthony J. Sirabella Senior Vice President - Chief Information Officer Christopher D. Brown Senior Vice President - Equity Portfolios David B. Carlson Senior Vice President - Equity Portfolios Jane E. Hackney Senior Vice President - Equity Investments Peter J. Hathaway Senior Vice President - Equity Portfolios Damian J. Maroun Senior Vice President - Equity Trading Paul C. Reinhardt Senior Vice President - Equity Portfolios Richard L. Sanderson Senior Vice President - Equity Research Christopher W. Smith Senior Vice President - Equity Investments Ralph E. Whitman Senior Vice President - Equity Portfolios Nancy A. Ward Vice President - Client Portfolio Manager - Domestic Equities Gerald L. Igou Vice President - Equity Investments Mark A. Mitchell Vice President - Equity Investments John H. Schaetzl Vice President - Equity Investments Brian Hopkinson Senior Vice President - International Equity Portfolios Daizo Motoyoshi Senior Vice President - International Equity Portfolios Michael J. Solecki Senior Vice President - International Equity Portfolios Judith A. Studer Senior Vice President - International Equity Portfolios Peter Gillespie Vice President - International Equity Portfolios T. Brent Jones Vice President - International Equity Portfolios Paul Nestro Vice President - International Equity Portfolios Makoto F. Sumino Vice President - International Equity Portfolios Robert W. Aufiero Vice President - Fixed Income Kathleen S. Brooks Vice President - Fixed Income Paul M. Colonna Vice President - Fixed Income William M. Healey Vice President - Fixed Income Craig M. Varrelman Vice President - Client Portfolio Manager - Fixed Income Michael J. Caufield Senior Vice President - Municipal Bonds Robert R. Kaelin Senior Vice President - Municipal Bonds Susan M. Courtney Vice President - Municipal Bonds Stella V. Lou Vice President - Municipal Bonds Michael A. Sullivan Vice President - Municipal Bonds James M. Mara Senior Vice President - International Private Equities Wolfe H. Bragin Vice President - Private Equities Andreas T. Hildebrand Vice President - Private Equities Patrick J. McNeela Vice President - Private Equities David W. Wiederecht Vice President - Private Equities Philip A. Riordan Senior Vice President - Real Estate B. Bradford Barrett Vice President - Real Estate Robert P. Gigliotti Vice President - Real Estate Preston R. Sargent Vice President - Real Estate Timothy M. Morris Vice President - Risk Management Sandra J. O'Keefe Vice President - Financial Planning & Analysis William F. Ruoff, III Vice President - Quality Michael J. Tansley Vice President & Controller Matthew J. Simpson Senior Vice President, Gen. Counsel - Investment Services & Asst. Secretary Paul J. Crispino Vice President - Tax Counsel Judith M. Bandler Vice President - Benefits Counsel Marc R. Bryant Vice President - Assoc. Gen. Counsel & Asst. Secretary Jeanne M. La Porta Vice President - Assoc. Gen. Counsel & Asst. Secretary Michael M. Pastore Vice President - Assoc. Gen. Counsel & Asst. Secretary Scott A. Silberstein Vice President - Assoc. Gen. Counsel & Asst. Secretary Michael J. Strone Vice President - Assoc. Gen. Counsel & Asst. Secretary Anthony H. Zacharski Vice President - Assoc. Gen. Counsel & Asst. Secretary
Citizenship of all Executive Officers U.S.A - -------- 1 This percentage and all other such percentages in this Amendment are based on 34,377,798 shares of Common Stock outstanding, calculated by combining the 28,578,000 shares of Common Stock outstanding as of May 11, 2001, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, with 5,799,998 shares of Common Stock that the GE Parties (as such term is defined in Item 6 of this Amendment) received on conversion of the Company's Series A Preferred Stock following a written request made on June 19, 2001. EX-99.11 2 exhibit11.txt EXHIBIT11.TXT Exhibit 11 ---------- SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "AGREEMENT") is made as of this July 5, 2001, by and between General Electric Capital Corporation, a New York corporation ("GE CAPITAL"), General Electric Pension Trust, a New York common law trust ("GE PENSION"), and GE Investment Private Placement Partners I, a Delaware limited partnership ("GEIPPP" and, collectively with GE Capital and the Trustees, the "SELLERS") on the one hand, and Nestle Holdings, Inc., a Delaware corporation (the "BUYER"), on the other hand, with respect to the following facts and circumstances: A. Sellers are the holders of 5,799,998 shares (the "AGGREGATE SHARES") of the common stock, par value $1.00, of Dreyer's Grand Ice Cream, Inc. (the "COMMON STOCK"), a Delaware corporation (the "COMPANY"), as follows: Seller Shares ------ ------ GE Capital 2,899,999 GE Pension 1,172,989 GEIPPP 1,727,010 B. Sellers desire to sell to Buyer a portion of the Aggregate Shares, and Buyer desires to acquire from Sellers a portion of the Aggregate Shares at the purchase price and subject to the terms and conditions set forth herein, as follows (the "SHARES"): Seller Shares ------ ------ GE Capital 1,700,000 GE Pension 687,616 GEIPPP 1,012,384 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, Sellers and Buyer hereby agree as follows: 1. DEFINITIONS. 1.1 For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.1: (a) "ACTION" shall mean any claim, demand, litigation, action, suit, investigation, proceeding, hearing, complaint, assessment, inquiry or judgment, administrative or judicial, at law or in equity. (b) "APPLICABLE LAW" means, with respect to a Person, any domestic or foreign, federal, state or local statute, law (including principles of common law), ordinance, rule, administrative interpretation, regulation, order, writ, injunction, legally binding directive, judgment, decree or other requirement of any Governmental Authority applicable to such Person or any of its properties (including, with respect to Sellers, the Shares). (c) "EXCHANGE ACT" means the Securities Exchange Act of 1934. (d) "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing. (e) "HSR ACT" means the United States Federal Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. (f) "LIEN" includes any mortgage, lien, pledge, security interest, conditional sale agreement, charge, claim, easement, right, condition, restriction or other encumbrance or defect of title of any nature whatsoever (including, without limitation, any assessment, charge or other type of notice which is levied or given by any Governmental Authority and for which a lien could be filed). (g) "ORDER" means any order, decree, temporary, preliminary or permanent injunction, or any judgment or ruling by any Governmental Authority. (h) "PERSON" means and includes an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization, a government or any department or agency thereof, or any entity similar to any of the foregoing. (i) "REQUIRED CONTRACTUAL CONSENTS" means, with respect to any Person, any Contracts of such Person with respect to which the consent of the other party or parties thereto must be obtained by such Person pursuant to an express term or provision thereof by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the termination thereof, a material breach or default thereunder that cannot be cured. (j) "REQUIRED GOVERNMENTAL CONSENTS" means, with respect to any Person, each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver required under Applicable Law to be obtained by such Person by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. 1.2 In addition, the following terms shall have the meanings defined for such terms in the Sections set forth below: Aggregate Shares Recital A Buyer Preamble Closing 2.1 Closing Date 2.1 Common Stock Recital A Company Recital A Declaration 3.2.1(b) GE Capital Preamble GE Pension Preamble GEIPPP Preamble Purchase Price 2.2 Sellers Preamble Shares Recital B Transactions 3.1.2 Trustees Preamble 2. PURCHASE OF SHARES. 2.1 CLOSING. The Closing of the purchase of the Shares contemplated herein (the "CLOSING") shall be held on the Closing Date at the offices of Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles, California 90071, at a time and date specified by the Buyer and Sellers, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Sections 5 and 6, or at such other time, date and location as the Buyer and Sellers agree in writing (the "CLOSING DATE"). 2.2 PURCHASE AND TRANSFER. At the Closing and subject to the terms and conditions of this Agreement, Buyer agrees to purchase the Shares from Sellers, and each Seller agrees to sell its Shares to Buyer, in consideration of a payment by Buyer in the amount of $31.50 per share, or $107,100,000.00 in the aggregate (the "PURCHASE PRICE"). 2.3 PAYMENTS AT CLOSING. At the Closing and subject to the terms and conditions of this Agreement, Buyer shall pay the Purchase Price in immediately available funds by wire transfer to an account established by each Seller, and specified to Buyer at least two business days prior to the Closing Date. 2.4 SELLER DELIVERIES AT CLOSING. On the Closing Date, each Seller shall deliver to Buyer the following: 2.4.1 A certificate or certificates evidencing the Shares sold by such Seller, accompanied by a duly executed stock power separate from the certificates in the form attached as Exhibit A; and 2.4.2 A certificate executed by an officer of such Seller (in the case of GE Capital), the general partner of such Seller (in case of GEIPPP), or, in the case of GE Pension, an authorized officer of GE Asset Management Incorporated ("GEAM"), certifying that all of the representations and warranties of such Seller herein are true and correct as of the Closing Date and that such Seller has performed and satisfied all of the agreements and covenants required to be performed by such Seller hereunder on or prior to the Closing. 2.5 BUYER DELIVERIES AT CLOSING. On the Closing Date, Buyer shall deliver to Sellers, in addition to payment of the Purchase Price as provided in Section 2.3, a certificate executed by an officer of Buyer certifying that all of the representations and warranties of Buyer herein are true and correct as of the Closing Date and that Buyer has performed and satisfied all of the agreements and covenants required to be performed by it hereunder on or prior to the Closing. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. 3.1 BY BUYER. As an inducement for Sellers to enter into this Agreement, as of the date hereof, Buyer represents, warrants and agrees as follows: 3.1.1 Organization. Buyer is a corporation duly organized and validly existing and in good standing under the laws of the state of Delaware. 3.1.2 Authority. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (the "TRANSACTIONS"), in each case by Buyer, are within Buyer's corporate powers and have been duly authorized by all necessary corporate action on the part of Buyer. No other corporate proceedings on the part of Buyer are, and no shareholder approval is, or will be necessary to authorize this Agreement and the Transactions. This Agreement has been duly and validly executed by Buyer and constitutes the legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity. 3.1.3 Noncontravention. The execution, delivery and performance of each of this Agreement and the consummation of the Transactions will not (i) contravene or conflict with the certificate of incorporation or bylaws of Buyer, or any amendment thereto, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or breach of, the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, lease, agreement or other material instrument or obligation to which Buyer is a party or by which Buyer is bound, or (iii) violate any judgment, order, injunction, decree, statute, rule, law or regulation applicable to Buyer. 3.1.4 No Required Consents. With respect to Buyer, there are no Required Contractual Consents or Required Governmental Consents other than in connection with or in compliance with the provisions of the HSR Act and the Exchange Act. 3.2 BY SELLERS. As an inducement for Buyer to enter into this Agreement, as of the date hereof, each Seller represents, warrants and agrees severally, as to itself only, as follows: 3.2.1 Organization. ------------ (a) GE Capital is a corporation duly organized and validly existing and in good standing under the laws of the state of New York. GEIPPP is a limited partnership duly organized and validly existing and in good standing under the laws of the state of Delaware. (b) GE Pension is a New York common law trust, duly created and validly existing under the laws of the state of New York, and has not been revoked, modified, or amended in any manner which would cause the representations and warranties made by GEAM herein on its behalf to be untrue or incorrect or cause this Agreement to be unenforceable against GE Pension or the Trustees. 3.2.2 Authority. --------- (a) The execution, delivery and performance by GE Capital and GEIPPP of this Agreement and the consummation by them of the Transactions are within their respective corporate or partnership powers and have been duly authorized by all necessary corporate or partnership action on their part. No other corporate or partnership proceedings on the part of each of GE Capital or GEIPPP are, and no shareholder or partner approval is, or will be necessary to authorize this Agreement and the Transactions. This Agreement has been duly and validly executed by each of GE Capital and GEIPPP and constitutes the legal, valid and binding agreement of each of them, enforceable against each of them in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject general principles of equity. (b) GEAM, as Investment Manager of GE Pensions, has properly delegated fiduciary authority from the trustees of GE Pension to act on behalf of GE Pension with respect to the Transactions. The execution, delivery and performance by GE Pension of this Agreement and the consummation by it of the Transactions are within its trust powers and have been duly authorized by all necessary action on its part. No other proceedings on the part of GE Pension are or will be necessary to authorize this Agreement and the Transactions. This Agreement has been duly and validly executed by GEAM, as Investment Manager of GE Pension, on behalf of GE Pension and constitutes the legal, valid and binding agreement of GE Pension, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity. 3.2.3 Non-Contravention. The execution, delivery and performance of each of this Agreement and the consummation of the Transactions will not (i) contravene or conflict with (A) the certificate of incorporation or bylaws of GE Capital, (B) the certificate of limited partnership or partnership agreement of GEIPPP, or (C) the declaration of trust of GE Pension, in each case including any amendment thereto; (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or breach of, the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, lease, agreement or other material instrument or obligation to which any Seller is a party or by which any Seller is bound; or (iii) violate any judgment, order, injunction, decree, statute, rule, law or regulation applicable to any Seller. 3.2.4 No Required Consents. With respect to Seller, there are no Required Contractual Consents or Required Governmental Consents other than in connection with or in compliance with the provisions of the HSR Act and the Exchange Act. 3.2.5 Ownership. Each Seller has title to the Shares transferred by it hereunder free and clear of all Liens with full right, power and authority to transfer such Shares to Buyer. No Seller is a party to, and neither any Seller nor any Shares are subject to, directly or indirectly, any call, commitment, warrant, option or other agreement for the sale, encumbrance or other transfer of all or any portion of the Shares. Upon transfer to Buyer, the Shares will be free and clear of all Liens (other than Liens, if any, created by Buyer or as a result of Buyer's ownership of the Shares). Except as set forth in Schedule 3.2.5, there are no agreements or instruments to which any Seller is a party relating to the Shares (including, without limitation, voting agreements, voting trusts, registration rights agreements, rights to purchase or restrictions on transfer). 4. COVENANTS. Upon the terms and subject to the conditions contained herein, each of the parties hereto agrees, both before and after the Closing, to use such party's commercially reasonable best efforts to (i) promptly after the execution and delivery of this Agreement, make all filings required under the HSR Act, and subsequently to obtain any necessary approval for the Transactions thereunder, (ii) give all notices to, and make all registrations and filings with third parties, including submissions of information requested by Governmental Authorities, required by this Agreement or necessary or advisable for the consummation the Transactions, and (iii) fulfill all conditions to this Agreement. 5. CONDITIONS TO OBLIGATIONS OF BUYER. Buyer's obligation to consummate the Transactions are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Buyer, but only in a writing signed by Buyer): 5.1 DELIVERIES AT CLOSING. Each Seller shall have delivered or caused to be delivered to Buyer the items required to be delivered pursuant to Section 2.4. 5.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Sellers set forth in this Agreement (i) that are qualified as to materiality will be true and correct, and (ii) that are not qualified as to materiality shall be true and correct in all material respects, in each case on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date, and at the Closing, Buyer will have received a certificate to such effect pursuant to Section 2.4.2. 5.3 COVENANTS. Each Seller will have performed and complied in all material respects with all of its covenants contained in this Agreement on or before the Closing (to the extent that such covenants require performance by such Seller on or before the Closing), and at the Closing, Buyer will have received a certificate to such effect pursuant to Section 2.4.2. 5.4 NO LEGAL RESTRAINTS. No court of competent jurisdiction or other Governmental Authority shall have issued a preliminary or permanent injunction or similar Order prohibiting or rendering illegal the Transactions. The parties will have obtained any necessary approval for the Transactions under the HSR Act (or any necessary waiting period shall have expired). 6. CONDITIONS TO OBLIGATIONS OF SELLERS. Sellers' obligation to consummate the Transactions are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by each Seller, but only in a writing signed by such Seller: 6.1 DELIVERIES AT CLOSING. Buyer shall have delivered or caused to be delivered to Sellers the items required to be delivered pursuant to Section 2.5. 6.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Buyer set forth in this Agreement (i) that are qualified as to materiality will be true and correct, and (ii) that are not qualified as to materiality shall be true and correct in all material respects, in each case on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date, and at the Closing, Sellers will have received a certificate to such effect pursuant to Section 2.5. 6.3 COVENANTS. Buyer will have performed and complied in all material respects with all of its covenants contained in this Agreement on or before the Closing (to the extent that such covenants require performance by Buyer on or before the Closing), and at the Closing, Sellers will have received a certificate to such effect pursuant to Section 2.5. 6.4 NO LEGAL RESTRAINTS. No court of competent jurisdiction or other Governmental Authority shall have issued a preliminary or permanent injunction or similar Order prohibiting or rendering illegal the Transactions. The parties will have obtained any necessary approval for the Transactions under the HSR Act (or any necessary waiting period shall have expired). 7. TERMINATION. ----------- 7.1 TERMINATION OF AGREEMENT. 7.1.1 Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Closing by the mutual written consent of Buyer and Sellers. 7.1.2 Unilateral Termination. Either Buyer or Sellers, by giving written notice to the other, may terminate this Agreement if the Closing shall not have occurred by midnight Pacific Time on September 30, 2001; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1.2 shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Section 5 or 6 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such party. 7.1.3 Effect of Termination. Termination of this Agreement by a party (the "TERMINATING PARTY") in accordance with the provisions of this Section 7 will not give rise to any obligation or liability on the part of the Terminating Party on account of such termination; provided, however, that nothing herein shall relieve a party from liability for a willful breach of this Agreement. The provisions of this Section 7 and of Section 8 shall survive any termination of this Agreement. 8. MISCELLANEOUS. 8.1 PUBLICITY. Except by mutual agreement (which Agreement may be granted or withheld by any party in its sole and absolute discretion), and except as required by Applicable Law, neither Buyer nor Sellers shall issue any press release or make any public statement regarding, or disclose to any third party (other than the Company) any of the terms of the Transactions; provided, that each of Buyer and Sellers may file an amended Schedule 13D under the Exchange Act, containing a description of this Agreement in the form attached as Exhibit B, and attaching the text of this Agreement as an exhibit to such Schedule 13D. 8.2 FURTHER ASSURANCES. Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or as may be reasonably necessary, appropriate or expedient to effectively carry out the purposes of this Agreement. 8.3 ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including all Exhibits and Schedules and the other instruments and other documents executed and/or delivered in connection herewith, constitutes the entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior oral and written, and all contemporaneous oral, agreements and understandings pertaining thereto. This Agreement may only be amended by the prior written mutual agreement of each of the parties. 8.4 GOVERNING LAW. This Agreement, including its existence, validity, construction and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to otherwise governing principles of conflicts of law. 8.5 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and the courts of the United States of America located in the State of Delaware for any litigation arising out of or relating to this Agreement or the Transactions (and agrees not to commence any litigation relating hereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.11 shall be effective service of process for any litigation brought against it in any such court. Each of the parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement or the Transactions in the courts of the State of Delaware or the courts of the United States of America located in the State of Delaware and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum. Notwithstanding anything to the contrary in this Agreement, any of the parties hereto may seek, to the fullest extent permitted by law, judicial enforcement in any court of any relief obtained from any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS. 8.6 CONSTRUCTION. This Agreement shall be construed as if all parties prepared this Agreement. 8.7 SUCCESSORS AND ASSIGNS. The covenants, terms and provisions set forth herein shall inure to the benefit of and be enforceable by the parties, their assigns and successors in interest, including without limitation, any entity into which either of the parties may be merged or by which it may be acquired, provided that rights, duties and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties. Notwithstanding the foregoing, Buyer may assign its rights, benefits or obligations under this Agreement to any of its affiliates, provided that no such assignment shall relieve Buyer of its obligations under this Agreement. Any attempted assignment in violation of this Section 8.7 shall be null and void. 8.8 SEVERABILITY. In the event that any provision of this Agreement or any word, phrase, clause, sentence or other portion thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable laws. 8.9 PARTIES IN INTEREST. Nothing herein expressed or implied is intended to or shall be construed to confer upon or give any person or entity, other than the parties hereto, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 8.10 EXPENSES. Each of the parties shall pay all costs and expenses incurred by or on its behalf in connection with, relating to or arising out of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, including, without limiting the generality of the foregoing, fees and expenses of its financial consultants, accountants and legal counsel. 8.11 NOTICES. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) sent by facsimile (with confirmation of transmission) or overnight delivery, addressed as follows: If to Buyer: Nestle Holdings, Inc. 800 N. Brand Blvd. Glendale, CA 91203 Fax: (818) 549-6713 Attn: Kristin Adrian, Esq. Senior Vice President and General Counsel with a copy to: Latham & Watkins 633 W. Fifth St., Suite. 4000 Los Angeles, CA 90071 Fax: (213) 891-8763 Attn: Mary Ellen Kanoff, Esq. If to GE Capital: General Electric Capital Corporation. 260 Long Ridge Road Stamford, Connecticut 06927 Fax: (203) 357-3945 Attn: John Flannery with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Fax: (212) 859-8586 Attn: David N. Shine, Esq. If to GEIPPP or GE Pension: c/o GE Asset Management Incorporated GE Investments 3003 Summer Street P.O. Box 7900 Stamford Square Stamford, Connecticut 06904-7900 Fax: (203) 326-4073 Attn: Michael Pastore, Esq. or to such other address as either party may from time to time specify as to itself by notice to the others. Any such notice shall be deemed to be delivered, given and received for all purposes as of: (x) the date so delivered, if delivered personally, (y) upon receipt of a confirmation of successful transmission, if sent by facsimile, or (z) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed. 8.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument binding on all parties hereto. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above. SELLERS: GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation By: ---------------------------------------------- Name: Title: GENERAL ELECTRIC PENSION TRUST, a New York common law trust, By: GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation, its investment manager By: ----------------------------------- Name: Title: GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, a Delaware limited partnership, By: GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation, its general partner By: ----------------------------------- Name: Title: BUYER: NESTLE HOLDINGS, INC., a Delaware corporation By: --------------------------------- Name: Title: EXHIBIT A STOCK POWER FOR VALUE RECEIVED hereby sells, assigns and transfers unto Nestle Holdings, Inc. shares of the Common Stock, par value $1.00 of Dreyer's Grand Ice Cream, Inc. standing in its name on the books of said Corporation represented by Certificate(s) No(s) previously forwarded to you and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of said Corporation with full power of substitution in the premises. Dated: ------------- --------------------------- EXHIBIT B DESCRIPTION OF AGREEMENT On July 5, 2001, Nestle Holdings, Inc. ("Holdings") entered into a Share Purchase Agreement (the "Share Purchase Agreement") to purchase an aggregate 3,400,000 Shares, representing 9.89%[FN1] of the total Shares outstanding, from General Electric Capital Corporation, the Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I (the "GE Parties") in exchange for an aggregate consideration of $107,100,000 in cash. Consummation of such purchases of Shares is conditioned on the expiration or termination of the waiting period imposed under the Hart-Scott-Rodino Improvements Act of 1976, as amended. [FN] - -------- 1 This percentage and all other such percentages in this Amendment are based on 34,377,998 Shares outstanding, calculated by combining the 28,578,000 Shares outstanding as of May 11, 2001, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, with 5,799,998 Shares that the GE Parties have informed Holdings they received on conversion of the Company's Series A Preferred Stock following a written request made on June 19, 2001. EX-99.12 3 exhibit12.txt EXHIBIT12.TXT Exhibit 12 ---------- 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 Leon E. Roday Michael A. Gaudino Robert O. O'Reilly, Sr. Preston Abbott Murry K. Stegelmann James Ungari J. Gordon Smith Michael E. Pralle Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon 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, 2002. 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 22nd day of February, 2000. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------------------ Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - -------------------------------------- Robert E. Healing, Assistant Secretary EX-99.13 4 exhibit13.txt EXHIBIT13.TXT Exhibit 13 ---------- POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware 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: Michael A. Gaudino Robert O. O'Reilly, Sr. Murry K. Stegelmann James Ungari Preston Abbott Leon E. Roday J. Gordon Smith Michael E. Pralle Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon 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 end Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, 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 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, 2002. 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 22nd day of February, 2000. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton -------------------------------------- Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - ---------------------------------------- Brian T. McAnaney, Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----