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.