SC 13D 1 ge-13d.txt TRANSIT GROUP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRANSIT GROUP, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE 893691105 (Title of class of securities) (CUSIP number) BARBARA J. GOULD GE CAPITAL EQUITY INVESTMENTS, INC. 120 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Name, address and telephone number of person authorized to receive notices and communications) APRIL 19, 2001 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 27 Pages) ================================================================================ 47660.1654
--------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 2 of 27 --------------------------------- ---------------------------------------------- ----------------------------------- ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GE CAPITAL EQUITY INVESTMENTS, INC. I.R.S. IDENTIFICATION NOS. 06-1268495 OF ABOVE PERSONS: ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: N/A SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 123,422,990 OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: N/A REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,422,990 ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 123,422,990 ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 79.4% (SEE ITEM 5) ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO ---------------------- --------------------------------------------------------- --------------------------------------------------- 2 --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 3 of 27 --------------------------------- ---------------------------------------------- ----------------------------------- ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION I.R.S. IDENTIFICATION NOS. 13-1500700 OF ABOVE PERSONS: ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: 17,601,276 (SEE ITEM 5) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 123,422,990 OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 17,601,276 (SEE ITEM 5) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,422,990 ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 141,024,266 (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): 81.5% (SEE ITEM 5) ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO ---------------------- --------------------------------------------------------- --------------------------------------------------- 3 --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 4 of 27 --------------------------------- ---------------------------------------------- ----------------------------------- ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC. S.S. OR I.R.S. IDENTIFICATION NO. 06-1109503 OF ABOVE PERSON: ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: NOT APPLICABLE ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW) OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC CAPITAL SERVICES, INC. ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE (SEE 11 ABOVE) ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO ---------------------- --------------------------------------------------------- --------------------------------------------------- 4 --------------------------------- ---------------------------------------------- ----------------------------------- CUSIP No. 893691105 13D Page 5 of 27 --------------------------------- ---------------------------------------------- ----------------------------------- ---------------------- --------------------------------------------------------- --------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC COMPANY I.R.S. IDENTIFICATION NOS. 14-0689340 OF ABOVE PERSONS: ---------------------- ------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] ---------------------- ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------- ----------------------------------- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS: NOT APPLICABLE ---------------------- ------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] ---------------------- --------------------------------------------------------- --------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK --------------------------------- -------- ----------------------------------------------------- ----------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES -------- ----------------------------------------------------- ----------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW) OWNED BY -------- ----------------------------------------------------- ----------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING -------- ----------------------------------------------------- ----------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) ---------------------- ------------------------------------------------------------------------- ----------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC COMPANY ---------------------- ------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] ---------------------- ------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE (SEE 11 ABOVE) ---------------------- --------------------------------------------------------- --------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO ---------------------- --------------------------------------------------------- ---------------------------------------------------
5 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Transit Group, Inc., a Florida corporation (the "Company"). The principal executive offices of the Company are located at 2859 Paces Ferry Road, Suite 1740, Atlanta, Georgia 30339. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by GE Capital Equity Investments, Inc., a Delaware corporation ("GECEI"), General Electric Capital Corporation, a New York corporation ("GE Capital"), General Electric Capital Services, Inc., a Delaware corporation ("GECS") and General Electric Company, a New York corporation ("GE"). The agreement among each of GECEI, GE Capital, GECS and GE that this statement be filed on behalf of each of them is attached hereto as Exhibit 6. GECEI is a wholly owned subsidiary of GE Capital. GE Capital is a wholly owned subsidiary of GECS. GECS is a wholly owned subsidiary of GE. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The principal executive office of GE is 3135 Easton Turnpike, Fairfield, Connecticut 06431. The principal business activities of GECEI are the making, managing and disposing of investments in private and public companies. GE Capital operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. The principal executive offices of GECEI, GE Capital and GECS are at 260 Long Ridge Road, Stamford, Connecticut 06927. ITEMS 2(A), (B) AND (C) For information with respect to the identity and background of each executive officer and director of GECEI, GE Capital, GECS and GE, see Schedules I, II, III and IV attached hereto, respectively. ITEMS 2(D) AND (E) During the last five years none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any person identified in Schedules I through IV has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. 6 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 13, 1999, GECEI purchased from the Company 5,000,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $25,000,000 pursuant to a Purchase Agreement dated as of May 13, 1999 between the Company and GECEI.. As a result of the Company's issuance of its Series B Convertible Preferred Stock, the shares of Series A Convertible Preferred Stock are convertible into 23,118,479 shares of Common Stock (subject to further adjustments). The funds used to purchase these securities were obtained by GECEI from its working capital. On April 19, 2001, GECEI purchased from the Company 400,000 shares of Series B Convertible Preferred Stock for an aggregate purchase price of $2,000,000 pursuant to a First Amendment to Purchase Agreement dated as of April 19, 2001 between the Company and GECEI, which amends the Purchase Agreement dated as of May 13, 1999 between the Company and GECEI. The shares of Series B Convertible Preferred Stock are convertible into 40,000,000 shares of Common Stock (subject to further adjustment). The funds used to purchase the Series B Convertible Preferred Stock were obtained by GECEI from its working capital. On April 19, 2001, the Company and GECEI entered into an agreement pursuant to which the Company issued to GECEI 375,000 shares of Series B Convertible Preferred Stock in lieu of $1,875,000 of dividends accrued on GECEI's Series A Convertible Preferred Stock . On April 19, 2001, the Company agreed to issue to GECEI 228,571 shares of Series B Convertible Preferred Stock as a placement fee in connection with the Company's Series B financing. On April 19, 2001, the Company and GE Capital entered into an agreement pursuant to which the Company issued to GE Capital options (the "Options") to purchase up to 17,601,276 shares (subject to antidilution adjustments) of Common Stock as consideration for GE Capital agreeing to waive defaults and postpone payments due pursuant to an equipment leasing arrangement between the Company and GE Capital. ITEM 4. PURPOSE OF TRANSACTION. GECEI acquired from the Company the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock as an investment and holds them in the ordinary course of business and not with the purpose or effect of changing the control of the Company. GE Capital acquired the Options as an investment and intends to hold the Options, and the Common Stock into which they are convertible, in the ordinary course of business and not with the purpose or effect of changing the control of the Company. Each of GE Capital and GECEI intends to review its investment in the securities described as being held by them in Item 3 above on a regular basis and, as a result thereof, may at any time or from time to time, acquire additional securities of the Company or dispose of all or a portion of 7 any securities of the Company. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations. Except as set forth above, none of GECEI or GE Capital, GECS, or GE has any plans or proposals which relate to or would result in the types of transactions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of April 19, 2001, the reporting persons beneficially owned the following shares of Common Stock: (1) GECEI directly owns 123,422,990 shares of Common Stock. The 123,422,990 shares represent approximately 79.4% of the outstanding shares of Common Stock based on the beneficial ownership calculation for purposes of this Schedule 13D. The 123,422,990 shares represent approximately 35.1% of the outstanding voting securities of the Company. (2) GE Capital directly owns 17,601,276 shares of Common Stock which are issuable upon the exercise of currently exercisable options at an exercise price of $.05 per share. The options expire on October 20, 2005. By virtue of it being the owner of all of the outstanding shares of GECEI, GE Capital is for the purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by GECEI. The 141,024,266 shares that GE Capital beneficially owns represent approximately 81.5% of the outstanding shares of Common Stock, based on the beneficial ownership calculation for purposes of this Schedule 13D. GE Capital and GECEI together own 35.1% of the outstanding voting securities of the Company. (5) GECS and GE disclaim beneficial ownership of all shares of Common Stock beneficially owned by the other reporting persons. Neither the filing of this Schedule 13D nor anything contained herein is intended as, or should be construed as, an admission that GECS or GE is the "beneficial owner" of any shares of Common Stock beneficially owned by the other reporting persons. Except as disclosed in this Item 5(a) and in Item 3 above, none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any of their executive officers and directors, beneficially owns any securities of the Company or presently has a right to acquire any securities of the Company. (b) The response of each reporting person to Item 7 through 14 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference. (c) Except as set forth above, none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any person identified on Schedules I through IV, has effected any transaction in any securities of the Company during the past 60 days. 8 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On April 19, 2001, GECEI and GE Capital entered into an Amendment and Joinder to Amended and Restated Registration Rights Agreement with the Company, pursuant to which GECEI's Series B Convertible Preferred Stock and GE Capital's Options were included under the terms of the Registration Rights Agreement dated as of May 13, 1999 between the Company and certain stockholders of the Company including GECEI ("Registration Rights Agreement") and GE Capital effectively became party to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, GE Capital, GECEI and the other stockholders that are party thereto, may make a written request of the Company for registration with the Securities and Exchange Commission, under and in accordance with the provisions of the Securities Act of 1933, as amended, of all or part of their registrable securities, which include Common Stock (a "Demand Registration"). The holders of 30% or more of the Common Stock subject to the Registration Rights Agreement shall be entitled to request up to three Demand Registrations, and each holder shall be entitled to an unlimited number of "piggy back" registrations. The Amendment and Joinder to Amended and Restated Registration Rights Agreement and the Registration Rights Agreement are filed herewith as Exhibits 4(a) and 4(b), respectively. On April 19, 2001, GECEI entered into an Amendment to Stockholders Agreement, pursuant to which its Series B Convertible Preferred Stock was included in calculating its pro-rata ownership of the Company under the terms of the Stockholders Agreement dated as of May 13, 1999 between the Company and certain stockholders of the Company including GECEI ("Stockholders Agreement"). Pursuant to the Stockholders Agreement, certain other stockholders of the Company have agreed to restrict their transfer of securities of the Company and grant tag along rights to GECEI and the Company has granted Board observer rights to a designee of GECEI. The Amendment to Stockholders Agreement and the Stockholders Agreement are filed herewith as Exhibits 5(a) and 5(b), respectively. The information contained in Item 3 of this statement is specifically incorporated herein by reference. Except as described above, there are no contracts, arrangements, understandings or relationships with respect to any securities of the Company (a) among the reporting persons and, to the best of their knowledge, any of the other persons identified pursuant to Item 2 above and (b) between (i) the reporting persons and, to the best of their knowledge, any of the persons identified pursuant to Item 2 above and (ii) any other person, other than the agreement filed herewith as Exhibit 6. 9 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1(a) First Amendment to Purchase Agreement between the Company and GECEI, dated as of April 19, 2001. Exhibit 1(b) Purchase Agreement between the Company and GECEI, dated as of May 13, 1999* Exhibit 2 Terms, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Transit Group, Inc.* Exhibit 3 Terms, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Transit Group, Inc. Exhibit 4(a) Amendment and Joinder to Amended and Restated Registration Rights Agreement by and among the Company, GECEI, GE Capital and certain other stockholders of the Company, dated as of April 19, 2001. Exhibit 4(b) Registration Rights Agreement by and among the Company, GECEI and certain other Stockholders of the Company dated as of May 13, 1999.* Exhibit 5(a) Amendment to the Stockholders Agreement by and among GECEI and other stockholders of the Company dated as of April 19, 2001. Exhibit 5(b) Stockholders Agreement by and among the Company, GECEI and certain other stockholders of the Company, dated as of May 13, 1999.* Exhibit 6 Joint Filing Agreement by and among GE, GECS, GE Capital and GECEI, dated April 19, 2001. -------------------- * Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999. 10 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould ----------------------------------------- Name: Barbara J. Gould Title: Managing Director, Associate General Counsel and Assistant Secretary Dated: April 19, 2001 11 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ----------------------------------------- Name: Barbara J. Gould Title: Department Operations Manager Dated: April 19, 2001 12 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould ------------------------------------------ Name: Barbara J. Gould Title: Attorney-in-Fact Dated: April 19, 2001 * Power of attorney, dated as of February 22, 2000, by General Electric Capital Services, Inc., is hereby incorporated by reference to Schedule 13D for Luxtec Corporation, filed March 12, 2001 by GE Capital Equity Investments, Inc. 13 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC COMPANY By: /s/ Barbara J. Gould -------------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact Dated: April 19, 2001 * Power of attorney, dated as of February 22, 2000, by General Electric Company is hereby incorporated by reference to Schedule 13D for Luxtec Corporation, filed March 12, 2001 by GE Capital Equity Investments, Inc. 14 SCHEDULE I TO SCHEDULE 13D -------------------------- Filed by GE Capital Equity Investments, Inc. GE Capital Equity Investments, Inc. DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Director -------- Joseph E. Parsons GE Capital Equity Investments, Inc. President, Chairman of the Board 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Officers -------- Joseph E. Parsons GE Capital Equity Investments, Inc. President, Chairman of the Board 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Jonathan K. Sprole GE Capital Equity Investments, Inc. Managing Director, General Counsel & Secretary 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. David Janki GE Capital Equity Investments, Inc. Chief Financial Officer 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Mario Mastrantoni GE Capital Equity Investments, Inc. Vice President - Controller 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Barbara J. Gould GE Capital Equity Investments, Inc. Managing Director, Associate General 120 Long Ridge Road Counsel and Assistant Secretary Stamford, CT 06927 Citizenship: U.S.A. Peter J. Muniz GE Capital Equity Investments, Inc. Senior Vice President, Associate 120 Long Ridge Road General Counsel and Assistant Secretary Stamford, CT 06927 Citizenship: U.S.A. Ian Sharpe GE Capital Equity Investments, Inc. Vice President - Taxes 120 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A.
15 SCHEDULE II TO SCHEDULE 13D --------------------------- Filed by General Electric Capital Corporation GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Board of Directors ------------------ Nancy E. Barton General Electric Capital Corporation Senior Vice President, 120 Long Ridge Road General Counsel and Secretary Stamford, CT 06927 Citizenship: U.S.A. Francis S. Blake General Electric Company Senior Vice President, 3135 Easton Turnpike Corporate Business Development Fairfield, CT 06431 Citizenship: U.S.A. James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. David C. Calhoun General Electric Company Senior Vice President 1 Neumann Way GE Aircraft Cincinnati, OH 05215 Engines Citizenship: U.S.A. Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. GE Financial Assurance Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle Niskayuna, NY 12309 Citizenship: U.S.A. GE Financial Assurance Michael D. Frazier 6604 W. Broad Street President and Chief Executive Officer Richmond, VA 23230 Citizenship: U.S.A. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 Citizenship: U.S.A. Jeffery R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike Company Fairfield, CT 06431 Citizenship: U.S.A. 16 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street Stamford, CT 06904 Citizenship: U.S.A. Dennis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Senior Vice President, Finance 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation President and Chief Executive Officer 5200 Metcalf Overload Park, KS 66201 Citizenship: U.S.A. Gary M. Reiner General Electric Company Senior Vice President and 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 Citizenship: U.S.A. John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 Citizenship: U.S.A. Keith S. Sherin General Electric Company Senior Vice President, Finance and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. 17 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Executive Officers ------------------ Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06927 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Nancy E. Barton General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road General Counsel and Secretary Stamford, CT 06927 Citizenship: U.S.A. James A. Colica General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Citizenship: U.S.A. Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Robert L. Lewis General Electric Capital Corporation Senior Vice President, 120 Long Ridge Road Structured Finance Group Stamford, CT 06927 Citizenship: U.S.A. Marc J. Saperstein General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Human Resources Stamford, CT 06927 Citizenship: U.S.A. Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, 201 High Ridge Road Corporate Treasury and Stamford, CT 06927 Global Funding Operation Citizenship: U.S.A.
18 SCHEDULE III TO SCHEDULE 13D ---------------------------- Filed by General Electric Capital Services, Inc. GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Directors --------- Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 Citizenship: U.S.A. Francis S. Blake General Electric Company Senior Vide President, 3135 Easton Turnpike Corporate Business Development Fairfield, CT 06431 Citizenship: U.S.A. James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. David C. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way Cincinnati, OH 45215 Citizenship: U.S.A. Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle Niskayuna, NY 12309 Citizenship: U.S.A. Michael D. Frazier GE Financial Assurance President and Chief Executive Officer 6604 W. Broad Street Richmond, VA 23230 Citizenship: U.S.A. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel 3135 Easton Turnpike and Secretary Fairfield, CT 06431 Citizenship: U.S.A. Jeffrey R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. 19 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street Stamford, CT 06904 Citizenship: U.S.A. Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial 260 Long Ridge Road Officer Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief 5200 Metcalf Executive Officer Overland Park, KS 66204 Citizenship: U.S.A. Gary M. Reiner General Electric Company Senior Vice President and Chief 3135 Easton Turnpike Information Officer Fairfield, CT 06431 Citizenship: U.S.A. John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 Citizenship: U.S.A. Keith S. Sherin General Electric Company Senior Vice President and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. William A. Woodburn General Electric Capital Services, Inc Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. 20 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Executive Officers ------------------ Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. Denis J. Nayden General Electric Capital Corporation Services, Chairman and Chief Executive Officer Inc. 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael D. Fraizer GE Financial Assurance President and Chief Executive Officer 6604 W. Broad Street Richmond, VA 23230 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief 5200 Metcalf Executive Officer Overland Park, KS 66204 Citizenship: U.S.A. James A. Parke General Electric Capital Services, Inc. Executive Vice President and Chief 260 Long Ridge Road Financial Officer Stamford, CT 06927 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Services, Inc. 1 Executive Vice President 600 Summer Street Stamford, CT 06927 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Nancy E. Barton General Electric Capital Services, Inc. Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 Citizenship: U.S.A. James A. Colica General Electric Capital Services, Inc. Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Citizenship: U.S.A. Richard D'Avino General Electric Capital Services, Inc. Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. 21 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Marc. J. Saperstein General Electric Capital Services, Inc. Senior Vice President, Human Resources 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Jeffrey S. Werner General Electric Capital Services, Inc. Senior Vice President, Corporate 201 High Ridge Road Treasury and Global Funding Operation Stamford, CT 06927 Citizenship: U.S.A.
22 SCHEDULE IV TO SCHEDULE 13D --------------------------- Filed by General Electric Company GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS --------------------------------
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Directors --------- J. I. Cash, Jr. Harvard Business School Professor of Business Administration Morgan Hall Graduate School of Business Soldiers Field Road Administration, Harvard University Boston, MA 02163 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 Executive 3135 Easton Turnpike Officer, General Electric Company; Chairman, Fairfield, CT 06431 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 and Chief Executive S.A. de C.V. Officer, Kimberly-Clark de Mexico, S.A. de C.V. Jose Luis Lagrange 103, Tercero Piso 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 Executive Officer, 1345 Avenue of the Americas Avon Products, Inc. New York, NY 10105 K. G. Langone Invemed Associates, Inc. Chairman, President and Chief Executive Officer, 375 Park Avenue Invemed Associates, Inc. New York, NY 10152 R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer 309 West 49th Street New York, New York 10019-7316 23 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief Executive Officer, 901 San Antonio Road Sun Microsystems, Inc. Palo Alto, CA 94303-4900 G. G. Michelson Federated Department Stores Former Member of the Board of Directors, 151 West 34th Street Federated Department Stores New York, NY 10001 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 R. S. Penske Penske Corporation Chairman of the Board and President, Penske 13400 Outer Drive Corporation West Detroit, MI 48239-4001 F. H. T. Rhodes Cornell University President Emeritus, Cornell University 3104 Snee Building Ithaca, NY 14853 A. C. Sigler Champion International Corporation Retired Chairman of the Board and CEO and former 1 Champion Plaza Director, Champion International Corporation Stamford, CT 06921 D. A. Warner, III J. P. Morgan & Co., Inc. Chairman of the Board, President, and Chief & Morgan Guaranty Trust Co. Executive Officer, J. P. Morgan & Co. 60 Wall Street Incorporated and Morgan Guaranty Trust Company New York, NY 10260 J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; President and New York, New York 10112 Chief Executive Officer, National Broadcasting Company, Inc. Citizenship ----------- P. Fresco - Italy C. X. Gonzalez - Mexico Andrea Jung - Canada All Others - U.S.A. Executive Officers ------------------ J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 P. D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 24 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- F. S. Blake General Electric Company Senior Vice President - Corporate Business 3135 Easton Turnpike Development 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 - GE Aircraft Engines 1 Neumann Way Cincinnati, OH 05215 W. J. Conaty General Electric Company Senior Vice President - Human Resources 3135 Easton Turnpike Fairfield, CT 06431 D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Chairman Fairfield, CT 06431 General Electric Capital Services, Inc. Scott C. Donnelly General Electric Company Senior Vice President - Corporate Research and P.O. Box 8 Development Schenectady, NY 12301 Matthew J. Espe General Electric Company Senior Vice President - GE Lighting Nela Park Cleveland, OH 44112 B. W. Heineman, Jr. General Electric Company Senior Vice President - General Counsel and 3135 Easton Turnpike Secretary Fairfield, CT 06431 J. R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 J. M. Hogan General Electric Company Senior Vice President - GE Medical Systems P.O. Box 414 Milwaukee, WI 53201 L. R. Johnston General Electric Company Senior Vice President - GE Appliances Appliance Park Louisville, KY 40225 J. Krenicki, Jr. General Electric Company Vice President - GE Transportation Systems 2901 East Lake Road Erie, PA 16531 R. W. Nelson General Electric Company Vice President - Corporate Financial Planning 3135 Easton Turnpike and Analysis Fairfield, CT 06431 G. M. Reiner General Electric Company Senior Vice President - Chief Information Officer 3135 Easton Turnpike Fairfield, CT 06431 25 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- J. G. Rice General Electric Company Senior Vice President - GE Power Systems 1 River Road Schenectady, NY 12345 G. L. Rogers General Electric Company Senior Vice President - GE Plastics 1 Plastics Avenue Pittsfield, MA 01201 K. S. Sherin General Electric Company Senior Vice President - Finance and Chief 3135 Easton Turnpike Financial Officer Fairfield, CT 06431 L. G. Trotter General Electric Company Senior Vice President - GE Industrial Systems 41 Woodford Avenue Plainville, CT 06062 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; President and New York, New York 10112 Chief Executive Officer, National Broadcasting Company, Inc. All of the above officers are citizens of U.S.A.
26 EXHIBIT INDEX Exhibit No. ----------- Exhibit 1(a) First Amendment to Purchase Agreement between the Company and GECEI, dated as of April 19, 2001. Exhibit 1(b) Purchase Agreement between the Company and GECEI, dated as of May 13, 1999* Exhibit 2 Terms, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Transit Group, Inc.* Exhibit 3 Terms, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Transit Group, Inc. Exhibit 4(a) Amendment and Joinder to Amended and Restated Registration Rights Agreement by and among the Company, GECEI, GE Capital and certain other stockholders of the Company, dated as of April 19, 2001. Exhibit 4(b) Registration Rights Agreement by and among the Company, GECEI and certain other Stockholders of the Company dated as of May 13, 1999.* Exhibit 5(a) Amendment to the Stockholders Agreement by and among GECEI and other stockholders of the Company dated as of April 19, 2001. Exhibit 5(b) Stockholders Agreement by and among the Company, GECEI and certain other stockholders of the Company, dated as of May 13, 1999.* Exhibit 6 Joint Filing Agreement by and among GE, GECS, GE Capital and GECEI, dated April 19, 2001. ------------------------- * Incorporated by reference to the Company's Current Report on Form 8-K dated May 13, 1999. 27