-----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, TZe/mXIs8e2ze6F/XXgactUzJhGz6ipIYCdw0dXccXIbfVuRxWeSqtFinXRttCMl i7IKR593PL06POJaeVMkUg== /in/edgar/work/0000909518-00-000608/0000909518-00-000608.txt : 20001003 0000909518-00-000608.hdr.sgml : 20001003 ACCESSION NUMBER: 0000909518-00-000608 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000929 GROUP MEMBERS: GECS HOLDINGS, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAINE WEBBER GROUP INC CENTRAL INDEX KEY: 0000075754 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 132760086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06770 FILM NUMBER: 732228 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127132000 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PAINE WEBBER INC DATE OF NAME CHANGE: 19840523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: [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 0001.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 5) PAINE WEBBER GROUP INC. (NAME OF ISSUER) COMMON STOCK $1 PAR VALUE (TITLE OF CLASS OF SECURITIES) 69562910 (CUSIP NUMBER) ROBERT E. HEALING GENERAL ELECTRIC COMPANY 3135 EASTON TURNPIKE FAIRFIELD, CONNECTICUT 06431 (203) 373-2243 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) SEPTEMBER 28, 2000 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS STATEMENT BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX [ ]. 13D CUSIP NO. 69562910 PAGE 1 of 18 Pages -------- - -- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY IRS NO. 14-0089340 - ------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] - ------------------------------------ 3. SEC USE ONLY - ------------------------------------ 4. S0URCE OF FUNDS Not applicable - ------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------ 7. SOLE VOTING POWER 0 ------------------------ 8. SHARED VOTING POWER NUMBER OF SHARES 31,523,600 (See Item 5) BENEFICIALLY OWNED BY EACH REPORTING PERSON ------------------------ WITH 9. SOLE DISPOSITIVE POWER 0 ------------------------ 10. SHARED DISPOSITIVE POWER 31,523,600 (See Item 5) - ------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,523,600 (See Item 5) - ------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.2% (See Item 5) - ------------------------------------ 14. TYPE OF REPORTING PERSON CO 13D CUSIP NO. 69562910 PAGE 2 of 18 Pages -------- - -- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL SERVICES, INC. IRS NO. 06-1109503 - ------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] - ------------------------------------ 3. SEC USE ONLY - ------------------------------------ 4. S0URCE OF FUNDS Not applicable - ------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------ 7. SOLE VOTING POWER 0 ------------------------ 8. SHARED VOTING POWER NUMBER OF SHARES 31,523,600 (See Item 5) BENEFICIALLY OWNED BY EACH REPORTING PERSON ------------------------ WITH 9. SOLE DISPOSITIVE POWER 0 ------------------------ 10. SHARED DISPOSITIVE POWER 31,523,600 (See Item 5) - ------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,523,600 (See Item 5) - ------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.2% (See Item 5) - ------------------------------------ 14. TYPE OF REPORTING PERSON CO 2 13D CUSIP NO. 69562910 PAGE 3 of 18 Pages -------- - -- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GECS HOLDINGS, INC. IRS NO. 06-1494109 - ------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] - ------------------------------------ 3. SEC USE ONLY - ------------------------------------ 4. S0URCE OF FUNDS Not applicable - ------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------ 7. SOLE VOTING POWER 0 ------------------------ 8. SHARED VOTING POWER NUMBER OF SHARES 23,250,000 (See Item 5) BENEFICIALLY OWNED BY EACH REPORTING PERSON ------------------------ WITH 9. SOLE DISPOSITIVE POWER 0 ------------------------ 10. SHARED DISPOSITIVE POWER 23,250,000 (See Item 5) - ------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,250,000 (See Item 5) - ------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% (See Item 5) - ------------------------------------ 14. TYPE OF REPORTING PERSON CO 3 13D CUSIP NO. 69562910 PAGE 4 of 18 Pages -------- - -- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL CORPORATION IRS NO. 13-1500700 - ------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) [ ] (b) [ ] - ------------------------------------ 3. SEC USE ONLY - ------------------------------------ 4. S0URCE OF FUNDS Not applicable - ------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------ 7. SOLE VOTING POWER 0 ------------------------ 8. SHARED VOTING POWER NUMBER OF SHARES 8,273,600 (See Item 5) BENEFICIALLY OWNED BY EACH REPORTING PERSON ------------------------ WITH 9. SOLE DISPOSITIVE POWER 0 ------------------------ 10. SHARED DISPOSITIVE POWER 8,273,600 (See Item 5) - ------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,273,600 (See Item 5) - ------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% (See Item 5) - ------------------------------------ 14. TYPE OF REPORTING PERSON CO 4 This amendment amends and supplements a statement on Schedule 13D relating to the common stock, $1 par value per share (the "Common Stock"), of Paine Webber Group Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission on November 14, 1994 (the "Initial Schedule 13D"), and amended and supplemented by Amendment No. 1 filed on December 21, 1994, Amendment No. 2 filed on August 8, 1997, Amendment No. 3 filed on August 20, 1997 and Amendment No. 4 filed on December 5, 1997 (together with the Initial Schedule 13D, the "Schedule 13D"). Certain capitalized terms used in this statement but not otherwise defined herein have the meanings given to them in the Schedule 13D. This statement is being filed on behalf of General Electric Company, a New York corporation ("GE"), General Electric Capital Services, Inc., a Delaware corporation ("GECS"), GECS Holdings, Inc., a Delaware corporation ("GECS Holdings"), and General Electric Capital Corporation, a New York corporation ("GECC"). Item 2. Identity and Background. ----------------------- Schedule A of the Schedule 13D is hereby amended and restated by Schedule A attached hereto. GECS Holdings is a wholly-owned subsidiary of GECS formed for the purpose of holding the shares of Common Stock previously directly owned by GECS. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (a) GECC directly owns 8,273,600 shares of Common Stock, representing approximately 5.6% of the outstanding Common Stock of the Company.1 GECS Holdings directly owns 23,250,000 shares of Common Stock, representing approximately 15.7% of the outstanding Common Stock of the Company. GECS is the direct parent corporation of GECS Holdings and GECC, and, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), GECS indirectly beneficially owns 31,523,600 shares of Common Stock (23,250,000 shares of Common Stock currently directly owned by GECS Holdings, and 8,273,600 shares of Common Stock directly owned by GECC), representing approximately 21.2% of the outstanding Common Stock of the Company. - ---------- 1 Based on the information included in the Company's Proxy Statement dated September 21, 2000, the Company had outstanding 148,547,199 shares of Common Stock as of September 14, 2000. All percentages in this Amendment No. 5 have been determined based on this number of outstanding shares of Common Stock. 5 GE is the direct parent corporation of GECS, and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, GE indirectly beneficially owns 31,523,600 shares of Common Stock, representing approximately 21.33% of the outstanding Common Stock of the Company. Except as set forth in this Item 5(a), none of GE, GECS, GECS Holdings or GECC or, to the best of their knowledge, any of the persons listed in Schedule A beneficially owns any Common Stock. (b) Subject to the terms of the Amended and Restated Stockholders Agreement, GECS, as the parent corporation of GECS Holdings and GECC, and GE, as the parent corporation of GECS, have indirect shared power to vote and dispose of 31,523,600 shares of Common Stock. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to ------------------------------------------------------------------------ Securities of the Issuer. ------------------------ In connection with the Agreement and Plan of Merger dated July 12, 2000 ("Merger Agreement") between UBS AG ("UBS") and the Company, GE, GECS and GECC agreed to vote the Common Stock which they hold in favor of the proposed acquisition of the Company by UBS, pursuant to a Stockholder Voting Agreement of the same date (the "Voting Agreement"). If the merger is consummated in accordance with the Merger Agreement, it is anticipated that GECS and GECC will receive shares of UBS. On September 28, 2000, GECS Holdings entered into a forward contract to sell 5.5 million shares of UBS to Morgan Stanley & Co. International Limited on December 15, 2000 (subject to mutually acceptable extension), at a fixed price reflecting a block discount from the then-current market price. The sale is not conditioned on the merger being consummated and is consistent with GE's practices for managing non-strategic investments. The UBS shares are being sold in a transaction exempt from the registration requirements of the Securities Act of 1933 by virtue of Regulation S thereunder. The Voting Agreement provides, among other things, that the undersigned will vote their shares of Common Stock in favor of the merger contemplated by the Merger Agreement at any meeting of stockholders of the Company and in any action by consent, and will not sell or otherwise dispose of any shares of Common Stock, grant any proxies with respect to such shares or solicit or encourage any acquisition proposal with respect to the Company. The Voting Agreement is attached as Exhibit 1 to this Amendment and is incorporated herein by reference. 6 The Amended and Restated Stockholders Agreement was amended on July 12, 2000 (the "Stockholder Amendment") in order to permit the Reporting Persons to enter into the Voting Agreement. The Stockholder Amendment is attached as Exhibit 2 to this Amendment and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. -------------------------------- 1. Stockholder Voting Agreement dated as of July 12, 2000 among GE, GECS Holdings, Inc., GECS and GECC, and UBS. 2. Amendment dated July 12, 2000, to the Amended and Restated Stockholders Agreement dated August 6, 1997, between the Company and GE, Kidder Peabody Group Inc., a Delaware corporation, GECS, GECC, and joined in by GECS Holdings on September 8, 1997. 3. Power of attorney (previously filed with the Commission as Exhibit 99(d) to Schedule 13D filed by General Electric Company on December 3, 1999 and incorporated herein by reference). 7 SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 29, 2000 GENERAL ELECTRIC COMPANY By: /s/ROBERT E. HEALING ----------------------------------------- Name: Robert E. Healing Title: Attorney-in-Fact GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ JEFFREY S. WERNER ----------------------------------------- Name: Jeffrey S. Werner Title: Senior Vice President Corporate Treasury and Global Funding Operation GECS HOLDINGS, INC. By: /s/ JEFFREY S. WERNER ----------------------------------------- Name: Jeffrey S. Werner Title: Senior Vice President and Treasurer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ JEFFREY S. WERNER ----------------------------------------- Name: Jeffrey S. Werner Title: Senior Vice President Corporate Treasury and Global Funding Operation 8 SCHEDULE A ---------- 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 Kraft Foods, Inc. Executive Vice President, 555 South Broadway Kraft Foods, Inc. 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 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. S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Palo Alto, CA 94303-4900 Sun Microsystems, Inc. GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- 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 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive 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; President and Chief Executive Officer, National Broadcasting Company, Inc. Citizenship ----------- P. Fresco Italy C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 F.S. Blake General Electric Company Senior Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 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. Scott C. Donnelly General Electric Company Senior Vice President - P. O. Box 8 Corporate Research Schenectady, NY 12301 and Development Matthew J. Espe General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44112 B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 J.R. Immelt General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- L. R. Johnston General Electric Company Senior Vice President - Appliance Park GE Appliances Louisville, KY 40225 J. Krenicki, Jr. General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 W.J. McNerney, Jr. General Electric Company Senior Vice President - 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 R.L. Nardelli General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - 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 Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 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 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; President and Chief Executive Officer, National Broadcasting Company, Inc. Citizenship of All Executive Officers ------------------------------------- U.S.A.
GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS BUSINESS TITLES AND ADDRESSES
Nancy E. Barton W. James McNerney, Jr. Senior Vice President, General Counsel President and Chief Executive Officer and Secretary GE Aircraft Engines GE Capital Services, Inc. One Neumann Way 260 Long Ridge Road Cincinnati, OH 45215-6301 Stamford, CT 06927 Citizenship: USA Citizenship: USA James R. Bunt John H. Myers Vice President and Treasurer Chairman and President GE Company GE Investment Corporation 3135 Easton Turnpike 3003 Summer Street Fairfield, CT 06431 Stamford, CT 06904 Citizenship: USA Citizenship: USA David L. Calhoun Robert L. Nardelli Executive Vice President and President and Chief Executive Officer Chief Operating Officer GE Power Systems GE Aircraft Engines One River Road One Neumann Way Schenectady, NY 12345 Cincinnati, OH 45215-6301 Citizenship: USA Citizenship: USA Dennis D. Dammerman Denis J. Nayden Chairman, GE Capital Services, Inc., and President Vice Chairman and Executive Officer, GE Capital Services, Inc. GE Company 260 Long Ridge Road 3135 Easton Turnpike Stamford, CT 06927 Fairfield, CT 06431 Citizenship: USA Citizenship: USA Michael D. Fraizer Michael A. Neal Exec. Vice President, GE Capital Services, Inc., and Executive Vice President President and Chief Executive Officer GE Capital Services, Inc. GE Financial Assurance 260 Long Ridge Road Taylor Building Stamford, CT 06927 6604 West Broad Street Citizenship: USA Richmond, VA 23230 Citizenship: USA Benjamin W. Heineman, Jr. James A. Parke Senior Vice President, Executive Vice President and General Counsel and Secretary Chief Financial Officer GE Company GE Capital Services, Inc. 3135 Easton Turnpike 260 Long Ridge Road Fairfield, CT 06431 Stamford, CT 06927 Citizenship: USA Citizenship: USA Jeffrey R. Immelt Ronald R. Pressman President and Chief Executive Officer Exec. Vice President, GE Capital Services, Inc., and GE Medical Systems Chairman, President and Chief Executive Officer 3000 N. Grandview Blvd. Employers Reinsurance Corporation Waukesha, WI 53188 5200 Metcalf Citizenship: USA Overland Park, KS 66201 Citizenship: USA Gary M. Reiner Senior Vice President and EXECUTIVE OFFICERS WHO Chief Information Officer ARE NOT ALSO DIRECTORS General Electric Company ---------------------- 3135 Easton Turnpike Fairfield, CT 06431 James A. Colica Citizenship: USA Senior Vice President, Global Risk Management John M. Samuels GE Capital Services, Inc. Vice President and Senior Counsel, 260 Long Ridge Road Corporate Taxes Stamford, CT 06927 GE Company Citizenship: USA 3135 Easton Turnpike Fairfield, CT 06431 Richard D'Avino Citizenship: USA Senior Vice President, Taxes GE Capital Services, Inc. Keith S. Sherin 260 Long Ridge Road Senior Vice President, Finance, Stamford, CT 06927 and Chief Financial Officer Citizenship: USA GE Company 3135 Easton Turnpike Marc J. Saperstein Fairfield, CT 06431 Senior Vice President, Human Resources Citizenship: USA GE Capital Services, Inc. 260 Long Ridge Road Edward D. Stewart Stamford, CT 06927 Executive Vice President Citizenship: USA GE Capital Services, Inc. 1600 Summer Street Jeffrey S. Werner Stamford, CT 06927 Senior Vice President, Corporate Treasury Citizenship: USA and Global Funding Operation GE Capital Services, Inc. John F. Welch, Jr. 260 Long Ridge Road Chairman and Chief Executive Officer Stamford, CT 06927 GE Company Citizenship: USA 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: USA William A. Woodburn Executive Vice President GE Capital Services, Inc. 260 Long Ridge Road Stamford, CT 06927 Citizenship: USA
GECS HOLDINGS, INC. DIRECTORS AND EXECUTIVE OFFICERS BUSINESS TITLES AND ADDRESSES
James A. Parke Joan C. Amble Executive Vice President and Vice President And Controller Chief Financial Officer GE Capital Corporation GE Capital Corporation 260 Long Ridge Road 260 Long Ridge Road Stamford, CT 06927 Stamford, CT 06927 Citizenship: USA Citizenship: USA Jeffrey S. Werner Executive Officers Who Senior Vice President, Corporate Treasury Are Not Also Directors And Global Funding Operation ------------------------------------- GE Capital Corporation 260 Long Ridge Road Nancy E. Barton Stamford, CT 06927 Senior Vice President, General Counsel Citizenship: USA And Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Citizenship: USA
GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS BUSINESS TITLES AND ADDRESSES
Nancy E. Barton W. James McNerney, Jr. Senior Vice President, General Counsel President and Chief Executive Officer and Secretary GE Aircraft Engines GE Capital Corporation One Neumann Way 260 Long Ridge Road Cincinnati, OH 45215-6301 Stamford, CT 06927 Citizenship: USA Citizenship: USA James R. Bunt John H. Myers Vice President and Treasurer Chairman and President GE Company GE Investment Corporation 3135 Easton Turnpike 3003 Summer Street Fairfield, CT 06431 Stamford, CT 06904 Citizenship: USA Citizenship: USA David L. Calhoun Robert L. Nardelli Executive Vice President and President and Chief Executive Officer Chief Operating Officer GE Power Systems GE Aircraft Engines One River Road One Neumann Way Schenectady, NY 12345 Cincinnati, OH 45215-6301 Citizenship: USA Citizenship: USA Dennis D. Dammerman Denis J. Nayden Chairman, GE Capital Services, Inc., and Chairman and Chief Executive Officer Vice Chairman and Executive Officer, GE Capital Corporation GE Company 260 Long Ridge Road 3135 Easton Turnpike Stamford, CT 06927 Fairfield, CT 06431 Citizenship: USA Citizenship: USA Michael D. Fraizer Michael A. Neal President and Chief Executive Officer President and Chief Operating Officer GE Financial Assurance GE Capital Corporation Taylor Building 260 Long Ridge Road 6604 West Broad Street Stamford, CT 06927 Richmond, VA 23230 Citizenship: USA Citizenship: USA Benjamin W. Heineman, Jr. James A. Parke Senior Vice President, Vice Chairman and General Counsel and Secretary Chief Financial Officer GE Company GE Capital Corporation 3135 Easton Turnpike 260 Long Ridge Road Fairfield, CT 06431 Stamford, CT 06927 Citizenship: USA Citizenship: USA Jeffrey R. Immelt Ronald R. Pressman President and Chief Executive Officer Chairman, President and Chief Executive Officer GE Medical Systems Employers Reinsurance Corporation 3000 N. Grandview Blvd. 5200 Metcalf Waukesha, WI 53188 Overland Park, KS 66201 Citizenship: USA Citizenship: USA Gary M. Reiner EXECUTIVE OFFICERS WHO Senior Vice President and ARE NOT ALSO DIRECTORS Chief Information Officer ---------------------- General Electric Company 3135 Easton Turnpike James A. Colica Fairfield, CT 06431 Senior Vice President, Global Risk Citizenship: USA Management GE Capital Corporation John M. Samuels 260 Long Ridge Road Vice President and Senior Counsel, Stamford, CT 06927 Corporate Taxes Citizenship: USA GE Company 3135 Easton Turnpike Richard D'Avino Fairfield, CT 06431 Senior Vice President, Taxes Citizenship: USA GE Capital Corporation 260 Long Ridge Road Keith S. Sherin Stamford, CT 06927 Senior Vice President, Finance, Citizenship: USA and Chief Financial Officer GE Company Robert L. Lewis 3135 Easton Turnpike Senior Vice President, Structured Fairfield, CT 06431 Finance Group Citizenship: USA GE Capital Corporation 260 Long Ridge Road Edward D. Stewart Stamford, CT 06927 Executive Vice President Citizenship: USA GE Capital Corporation 1600 Summer Street Marc J. Saperstein Stamford, CT 06927 Senior Vice President, Human Resources Citizenship: USA GE Capital Corporation 260 Long Ridge Road John F. Welch, Jr. Stamford, CT 06927 Chairman and Chief Executive Officer Citizenship: USA GE Company 3135 Easton Turnpike Jeffrey S. Werner Fairfield, CT 06431 Senior Vice President, Corporate Treasury Citizenship: USA and Global Funding Operation GE Capital Corporation 260 Long Ridge Road William A. Woodburn Stamford, CT 06927 Executive Vice President Citizenship: USA GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Citizenship: USA
EX-99 2 0002.txt EXHIBIT 1 Exhibit 1 STOCKHOLDER VOTING AGREEMENT ---------------------------- STOCKHOLDER VOTING AGREEMENT, dated as of July 12, 2000 (this "Agreement"), among General Electric Company, a New York corporation ("Parent"), GECS Holdings, Inc., a Delaware corporation ("GECS Holdings"), General Electric Capital Services, Inc. ("GECS"), a Delaware corporation, and General Electric Capital Corporation, a New York corporation ("Capital" and, together with GECS Holdings, the "Stockholder", which term shall include Parent and any subsidiary of Parent to the extent Subject Shares (as defined below) are held by Parent or such subsidiary), and UBS AG, an Aktiengesellschaft organized under the laws of Switzerland ("UBS"). WHEREAS, Paine Webber Group, Inc. a Delaware corporation (the "Company"), UBS and Neptune Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of UBS ("Merger Subsidiary"), are contemporaneously herewith entering into an Agreement and Plan of Merger, dated the date hereof (the "Merger Agreement"), which provides, among other things, for the merger of the Company with and into Merger Subsidiary (the "Merger"); WHEREAS, as a condition and inducement to their willingness to enter into the Merger Agreement, UBS and Merger Subsidiary have requested that Stockholder make certain agreements with respect to 31,523,600 shares of common stock, par value $1.00 per share, having one vote per share ("Shares"), of the Company owned of record and beneficially by the Stockholder (such Shares, together with any additional securities of the Company described in Section 4, being referred to herein as the "Subject Shares"), upon the terms and subject to the conditions hereof; and WHEREAS, in order to induce UBS and Merger Subsidiary to enter into the Merger Agreement, Stockholder is willing to make certain agreements with respect to the Subject Shares; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Voting Agreements. For so long as this Agreement is in effect, at any meeting of stockholders of the Company, however called, including any adjourned or postponed meeting, and in any action by consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval is sought, Stockholder shall vote (or cause to be voted), or, if applicable, give consent or approval with respect to, all of the Subject Shares that Stockholder has the right to vote in favor of adoption of the Merger Agreement and approval of the Merger and any other transaction contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given for purposes of this Section 1 in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent. 2. Covenants. From and after the date of this Agreement, Stockholder agrees not to, and to use best efforts to cause any investment banker, attorney or other adviser or representative of Stockholder not to, (i) sell, transfer, exchange, pledge, assign, hypothecate, encumber, tender or otherwise dispose of, or enter into any contract, option or other arrangement with respect to the sale, transfer, exchange, pledge, assignment, hypothecation, encumbrance, tender or other disposition of the Subject Shares, except that Stockholder may transfer Subject Shares to any subsidiary of Parent; provided, that such transferee has agreed to be bound by the terms of this Agreement; (ii) exchange or convert Subject Shares for or into shares of non-voting common stock, par value $1.00 per share, of the Company prior to the time the stockholders of the Company have voted on the Merger; (iii) grant any proxies with respect to any Subject Shares, deposit any such Subject Shares into a voting trust or enter into a voting or option agreement with respect to any of such Subject Shares; (iv) directly or indirectly, solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, an Acquisition Proposal; or (v) take any action which would make any representation or warranty of Stockholder herein untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 3. Representations and Warranties of Stockholder. Stockholder represents and warrants to UBS that: (a) Capacity; No Violations. Stockholder has the necessary authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder, and constitutes a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and such execution and delivery and performance by Stockholder of this Agreement will not (i) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any material contract of Stockholder or to which Stockholder or its properties is subject or bound, (ii) constitute a breach or violation of, or a default under, the certificate of incorporation, bylaws or other organizational documents of Stockholder, or (iii) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license or the consent or approval of any other party to any material contract of Stockholder or to which Stockholder -2- or its properties is subject or bound. In this Agreement, "Lien" shall mean any lien, pledge, security interest, claim, third party right or other encumbrance. (b) Subject Shares. Stockholder is the record holder of, has sole voting and dispositive power over, and has good and valid title to, the Subject Shares free and clear of all Liens (other than any Lien created by this Agreement) and, except as provided by this Agreement, there are no options or rights to acquire or proxies, voting trusts or voting agreements relating to the Subject Shares to which Stockholder is a party, other than the Amended and Restated Stockholders Agreement between the Company, Kidder, Peabody Group, Inc., Parent, GECS and Capital, dated August 6, 1997 (as further amended by the letter agreement, dated the date hereof, between the Company, Parent and joined in by GECS Holdings on September 8, 1997, the "Company Stockholder Agreement"). Except as otherwise disclosed on Schedule A to this Agreement, as of the date hereof, the Subject Shares are the only shares of any class of capital stock of the Company which Stockholder has the right, power or authority (sole or shared) to sell or vote, and Stockholder does not have any right to acquire, nor is it the beneficial owner of, any other shares of any class of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company, other than capital stock and securities held in any Third Party Account (as defined in the Stockholders Agreement). 4. Adjustments; Additional Shares. In the event (a) of any stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of Shares on, of or affecting the Subject Shares, or (b) GECS, Capital or GECS Holdings shall become the beneficial owner of any additional Shares or other securities of the Company, then such Shares held by Stockholder immediately following the effectiveness of the events described in clause (a) or Stockholder becoming the beneficial owner of the Shares or other securities, as described in clause (b), shall become Subject Shares hereunder. 5. Expenses. Each party hereto shall pay its own expenses incurred in connection with this Agreement. 6. Specific Performance. Stockholder acknowledges and agrees that if it fails to perform any of its obligations under this Agreement immediate and irreparable harm or injury would be caused to UBS for which money damages would not be an adequate remedy. In such event, Stockholder agrees that UBS shall have the right, in addition to any other rights it may have, to specific performance of this Agreement. Accordingly, if UBS should institute an action or proceeding seeking specific enforcement of the provisions hereof, Stockholder hereby waives the claim or defense that UBS has an adequate remedy -3- at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. 7. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed duly given, effective (i) three business days later, if sent by registered or certified mail, return receipt requested, postage prepaid, (ii) when sent, if sent by facsimile, provided that the facsimile is promptly confirmed by telephone confirmation thereof, (iii) when served, if delivered personally to the intended recipient, and (iv) one business day later, if sent by overnight delivery via a national courier service, and in each case, addressed to the intended recipient at the address set forth in the preamble hereof. Any party may change the address to which notices or other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth: If to UBS: ---------- Bahnhofstrasse 45 Zurich, Switzerland Attention: Luqman Arnold Phone: 41-1-234-5801 Fax: 41-1-234-3700 With a copy to: --------------- Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: James C. Morphy, Esq. Phone: (212) 558-4000 Fax: (212) 558-3588 If to Stockholder: ------------------ General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 Attention: Pamela Daley, Esq. Senior Counsel for Transactions Phone: (203) 373-2211 Fax: (203) 373-3008 -4- With a copy to: --------------- General Electric Capital Services, Inc. 260 Long Ridge Road Stamford, CT 06527 Attention: General Counsel Fax: (203) 357-3365 8. Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties named herein and their respective successors and assigns; provided, however, that such successor in interest or assigns shall agree to be bound by the provisions of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than UBS, Stockholder or their successors or assigns, any rights or remedies under or by reason of this Agreement. 9. Entire Agreement; Amendments. This Agreement contains the entire agreement between Stockholder and UBS with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transactions. This Agreement may not be changed, amended or modified orally, but may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge may be sought. 10. Assignment. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that UBS may assign its rights and obligations hereunder to any of its direct or indirect wholly owned subsidiaries (including Merger Subsidiary). 11. Cooperation. If any notices, approvals or filings are required with any regulatory commission or agency in order to allow the parties hereto to effectively carry out the transactions contemplated by this Agreement, Stockholder and UBS shall cooperate in making such notices or filings or in obtaining such approvals. 12. Headings. The section headings herein are for convenience only and shall not affect the construction of this Agreement. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. -5- 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of law). 15. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. 16. Termination. The provisions of this Agreement shall terminate at the earlier of (i) the Effective Time (as defined in the Merger Agreement) and (ii) the termination of the Merger Agreement in accordance with its terms. -6- IN WITNESS WHEREOF, Parent, Stockholder and UBS have caused this Agreement to be duly executed and delivered on the day and year first above written. General Electric Company By: __________________________ Name: Title: GECS Holdings, Inc. By: __________________________ Name: Title: General Electric Capital Corporation By: __________________________ Name: Title: UBS AG By: __________________________ Name: Title: Schedule A ---------- Name Number of Shares* - ---- ---------------- General Electric Capital Corporation 8,273,600 GECS Holdings, Inc. 23,250,000 - -------- * Excludes 6,500 Shares held in two pension trusts in respect of which GE (through subsidiaries) acts as fiduciary. EX-99 3 0003.txt EXHIBIT 2 Exhibit 2 July 12, 2000 General Electric Company 3135 Baston Turnpike Fairfield, Connecticut 06431 Dear Sirs: 1. With respect to the Amended and Restated Stockholders Agreement (the "Stockholders Agreement") dated August 6, 1997, between PAINE WEBBER GROUP INC., a Delaware corporation (the "Company"), GENERAL ELECTRIC COMPANY, a New York corporation ("Parent"), KIDDER PEABODY GROUP INC., a Delaware corporation, GENERAL ELECTRIC CAPITAL SERVICES, INC., a Delaware corporation ("GECS"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("Capital"), and joined in by GECS HOLDINGS, INC., a Delaware corporation ("Holdings"), on September 8, 1997, the parties hereto hereby agree that, notwithstanding the provisions of Articles 3 and 4 of the Stockholders Agreement, Parent, GECS, Capital and Holdings may enter into the Stockholder Voting Agreement with UBS AG, in the form attached as Exhibit A hereto (the "Voting Agreement"), and that the Stockholders Agreement is hereby amended to the extent necessary to permit Stockholder to enter into and comply with its obligations under the Voting Agreement. 2. The parties hereto hereby agree that from and after the date hereof the Company will suspend its efforts to obtain, and shall not obtain, the approval of the Office of Thrift Supervision (the "OTS") of the Company's application to establish a de novo federal savings bank; provided, however, that, in the event that (x) the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, UBS AG and a wholly owned subsidiary of UBS AG is terminated and (y) as of the date of termination of the Merger Agreement, Parent or any of its subsidiaries has obtained the approval of the OTS of the conversion of any of Parent's subsidiaries to a federal savings bank or of the establishment by Parent or any of its subsidiaries of a de novo federal savings bank, (i) the Company may, but shall not be obligated to, immediately resume its efforts to obtain the approval of the OTS of the Company's application to establish a de novo federal savings bank and (ii) Parent will, and will cause all its subsidiaries that own any voting securities of the Company to, (A) on or as soon as practicable following the date of termination of the Merger Agreement and the date of receipt by the Company of all regulatory approvals necessary for the consummation of the transactions contemplated by the Share Exchange Agreement (the "Exchange Agreement"), enter into (1) the Exchange Agreement in the form previously delivered on behalf of Parent to the Company and (2) the Amended and Restated Stockholders Agreement in the form previously delivered on behalf of Parent to the Company, in each case subject only to the insertion of applicable dates and share numbers in each such agreement, and (B) as promptly as practicable following the date of termination of the Merger Agreement and the date of receipt by the Company of all regulatory approvals necessary for the consummation of the transactions contemplated by the Exchange Agreement, consummate the transactions contemplated by the Exchange Agreement. 3. The parties hereto agree that as of the Effective Time of the Merger (each, as defined in the Merger Agreement) the Stockholders Agreement shall forthwith become void and have no effect and that the Stockholders Agreement is hereby amended to the extent necessary to implement the agreement set forth in this Paragraph 3. 4. The parties hereto hereby further agree that except as expressly provided in Paragraphs 1 and 3, the Stockholders Agreement is ratified and confirmed in all respects and remains in full force and effect, enforceable in accordance with its terms. 5. The parties hereto hereby agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court, this being in addition to any other remedy available to which they are entitled at law or in equity. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 6. The terms of this Agreement, together with the Stockholders Agreement (as amended by this Agreement), constitute the entire agreement between the parties concerning the matters addressed herein and may be amended, modified or waived only by a separate writing signed by each party expressly so amending, modifying or waiving such terms. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been executed by each party and delivered to the other party. 2 If you are in agreement with the foregoing, please sign and return one copy of this letter, which thereupon will constitute our agreement with respect to the subject matter hereof. PAINE WEBBER GROUP INC. by ------------------------------------- Name: Title: Confirmed and agreed to as of the date first above written: GENERAL ELECTRIC COMPANY by __________________________ Name: Title: GENERAL ELECTRIC CAPITAL SERVICES, INC. by __________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION by __________________________ Name: Title: GECS HOLDINGS, INC. by __________________________ Name: Title: 3 -----END PRIVACY-ENHANCED MESSAGE-----