-----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, K7/ObeC3mNXATskUsgV5VYxvQlU6HE9IBTte46s2mF+KjrNJ0HiCSVq3dnB/FODq M9PJnTLoISvsRZMP1wIokw== 0000909518-99-000041.txt : 19990126 0000909518-99-000041.hdr.sgml : 19990126 ACCESSION NUMBER: 0000909518-99-000041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990125 GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: NATIONAL BROADCASTING COMPANY, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELESCAN INC CENTRAL INDEX KEY: 0000832175 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 721121748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41093 FILM NUMBER: 99512370 BUSINESS ADDRESS: STREET 1: 5959 CORPORATE DRIVE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77036 BUSINESS PHONE: 2815889700 MAIL ADDRESS: STREET 1: 5959 CORPORATE DRIVE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77036 FORMER COMPANY: FORMER CONFORMED NAME: MAX RET INC DATE OF NAME CHANGE: 19891117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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.______) TELESCAN, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE 879516102 - -------------------------------------------------------------------------------- (Title of class of securities) (CUSIP number) NANCY E. BARTON, ESQ., GENERAL ELECTRIC CAPITAL CORPORATION, 260 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06927 (203) 357-4000 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) JANUARY 14, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box [_]. 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 12 Pages) ================================================================================ NYFS08...:\60\47660\0249\306\13D1199K.46C
- ------------------------------------------------------- --------------------------------------- CUSIP No. 879516102 13D Page 2 of 12 - ------------------------------------------------------- --------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GE CAPITAL EQUITY INVESTMENTS, INC. I.R.S. IDENTIFICATION NOS. 06-1268495 OF ABOVE PERSONS (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 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 DELAWARE ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ----------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,220,237 OWNED BY ----------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 610,119 REPORTING ----------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,220,237 EACH REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_] SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------- --------------------------------------- CUSIP No. 879516102 13D Page 3 of 12 - ------------------------------------------------------- --------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: NATIONAL BROADCASTING COMPANY, INC. I.R.S. IDENTIFICATION NOS. 14-1682529 OF ABOVE PERSONS (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 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 DELAWARE ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ----------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,220,237 OWNED BY ----------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 610,118 REPORTING ----------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,220,237 EACH REPORTING PERSON: - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_] SHARES: - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.9% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------- --------------------------------------- CUSIP No. 879516102 13D Page 4 of 12 - ------------------------------------------------------- --------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION I.R.S. IDENTIFICATION NOS. 13-1500700 OF ABOVE PERSONS (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 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 NEW YORK ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES ----------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING ----------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY BENEFICIAL OWNERSHIP OF ALL EACH REPORTING PERSON: SHARES DISCLAIMED BY GENERAL ELECTRIC CAPITAL CORPORATION - --------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------- --------------------------------------- CUSIP No. 879516102 13D Page 5 of 12 - ------------------------------------------------------- --------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL SERVICES, INC. I.R.S. IDENTIFICATION NOS. 06-1109503 OF ABOVE PERSONS (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 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 DELAWARE ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES ----------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING ----------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY BENEFICIAL OWNERSHIP OF ALL EACH REPORTING PERSON: 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 - --------------------------------------------------------------------------------------------------------- - ------------------------------------------------------- --------------------------------------- CUSIP No. 879516102 13D Page 6 of 12 - ------------------------------------------------------- --------------------------------------- - --------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC COMPANY I.R.S. IDENTIFICATION NOS. 14-0689340 OF ABOVE PERSONS (ENTITIES ONLY): - --------------------------------------------------------------------------------------------------------- 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 [X] PURSUANT TO ITEM 2(d) OR 2(e): - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF NEW YORK ORGANIZATION: - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW) SHARES ----------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW) REPORTING ----------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY BENEFICIAL OWNERSHIP OF ALL EACH REPORTING PERSON: 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 - ---------------------------------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER. The title and class of equity security to which this statement on Schedule 13D relates is the common stock, par value $.01 per share ("Common Stock"), of Telescan, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 5959 Corporate Drive, Suite 2000, Houston, Texas 77036. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by GE Capital Equity Investments, Inc. ("GECEI"), for and on behalf of itself, National Broadcasting Company, Inc. ("NBC"), General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"). GECEI is a wholly-owned subsidiary of GE Capital; GE Capital is a subsidiary of GECS; and GECS and NBC are a wholly-owned subsidiaries of GE. GECEI, NBC, GE Capital, GECS and GE are referred to herein collectively as the "Reporting Persons". An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 2. GECEI is a Delaware corporation with its principal executive offices located at 120 Long Ridge Road, Stamford, Connecticut 06927. The principal business activities of GECEI are the making, managing and disposing of investments in private and public companies. NBC is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal business activities of NBC are the operation of television and cable broadcast networks and television stations. GE Capital is a New York corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GE Capital, together with its affiliates, operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GECEI, NBC, GE Capital, GECS and GE are set 7 forth on Schedules A, B, C, D and E attached hereto, respectively. Except as set forth on Schedule F hereto, during the last five years none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, 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. This statement is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Persons obtains information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On January 14, 1999, the Company and GECEI entered into a Stock Purchase Agreement (the "Purchase Agreement") providing for the purchase on that day by GECEI of 1,220,237 shares of Common Stock from the Company, for an aggregate purchase price of $9,395,824.90. A copy of the Purchase Agreement is attached as hereto as Exhibit 1. The source of funds used to purchase the shares of Common Stock was the working capital of GECEI. ITEM 4. PURPOSE OF TRANSACTION. GECEI and NBC acquired the shares of Common Stock of the Company as an investment and hold them in the ordinary course of business and not with the purpose or effect of changing the control of the Company. Each of GECEI and NBC intends to review its investment 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 any securities of the Company in the open market or otherwise. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations. 8 In connection with negotiations by NBC with the Company regarding licensing the Company's technology and portions of its content as well as certain other services, NBC may seek an agreement that the Company nominate an individual designated by NBC to the Company's Board of Directors. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Except as set forth above, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. As of January 15, 1999, GECEI and NBC beneficially owned in the aggregate 1,220,237 shares of the Common Stock of the Company, representing approximately 9.9% of the outstanding shares of Common Stock (based on the number of shares outstanding as of November 16, 1998 as reported in the Company's Form 10-Q for the quarterly period ended September 30, 1998, after giving effect to the issuance of shares by the Company pursuant to the Purchase Agreement). Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock of the Company. (b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. As further described in Item 6, GECEI and NBC have entered into an arrangement with respect to the voting and disposition of the Common Stock acquired under the Purchase Agreement. Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers, presently has the power to vote or to direct the vote or to dispose or direct the 9 disposition of any of the shares of Common Stock of the Company which they may be deemed to beneficially own. (c) Except as disclosed in Item 3 hereof, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has effected any transaction in the Common Stock of the Company during the past 60 days. (d) Not applicable. (e) Not applicable. Neither the filing of this Schedule 13D or any amendment thereto, nor anything contained herein is intended as, or should be construed as, an admission that GE Capital, GECS or GE is the "beneficial owner" of any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 3 hereof is incorporated herein by reference. Pursuant to the Purchase Agreement, at any time on or after October 15, 1999, GECEI and its permitted assigns have the right to require the Company to register for sale under the Securities Act of 1933, as amended, up to 50% of the shares of Common Stock issued to GECEI pursuant to the Purchase Agreement. The Company has agreed to file and keep a registration statement effective for such sales for up to three years after the date of effectiveness of such registration statement. GECEI and NBC have entered into an oral arrangement with respect to the shares of Common Stock acquired under the Purchase Agreement. Pursuant to the arrangement, GECEI and NBC have agreed, with respect to the shares of Common Stock acquired under the Purchase Agreement, to share voting power with respect to all of such shares and to allocate sole dispositive power with respect to one-half of such shares to each of them. An agreement among the Reporting Persons with respect to the filing of this Schedule 13D and any amendments thereto is attached hereto as Exhibit 2. Except as disclosed in this Item 6, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, are parties to any 10 contract, arrangement, understanding or relationship (legal or otherwise) with respect to the securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Stock Purchase Agreement, dated as of January 14, 1999, by and among Telescan, Inc. and GE Capital Equity Investments, Inc. Exhibit 2 Joint Filing Agreement by and among GE Capital Equity Investments, Inc., General Electric Capital Corporation, General Electric Capital Services, Inc. and General Electric Company, dated January 21, 1999. Exhibit 3 Power of Attorney appointing Michael E. Pralle as agent and attorney-in-fact for General Electric Company. Exhibit 4 Power of Attorney appointing Michael E. Pralle as agent and attorney-in-fact for General Electric Capital Services, Inc. 11 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 21, 1999 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: Attorney-in-fact NATIONAL BROADCASTING COMPANY, INC. By: /s/ Mark Begor ------------------------------------------- Name: Mark Begor Title: Executive Vice President 12 SCHEDULE A 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 - ---- ------- ---------- Directors - --------- Michael E. Pralle GE Capital Equity President, Chairman of the Investments, Inc. Board 120 Long Ridge Road Stamford, CT 06927 Officers - -------- Michael E. Pralle GE Capital Equity President, Chairman of the Investments, Inc. Board 120 Long Ridge Road Stamford, CT 06927 Jonathan K. Sprole GE Capital Equity Senior Vice President, Investments, Inc. General Counsel & Secretary 120 Long Ridge Road Stamford, CT 06927 Paul Licursi GE Capital Equity Vice President-Finance & Investments, Inc. Treasurer 120 Long Ridge Road Stamford, CT 06927 Joseph Swezey GE Capital Equity Vice President-Controller Investments, Inc. 120 Long Ridge Road Stamford, CT 06927 Barbara J. Gould GE Capital Equity Senior Vice President, Investments, Inc. Associate General Counsel 120 Long Ridge Road and Assistant Secretary Stamford, CT 06927 Peter J. Muniz GE Capital Equity Vice President, Associate Investments, Inc. General Counsel and 120 Long Ridge Road Assistant Secretary Stamford, CT 06927 Bryant Cohen GE Capital Equity Vice President-Taxes Investments, Inc. 120 Long Ridge Road Stamford, CT 06927
Each person listed above is a citizen of the United States of America. A-1 SCHEDULE B TO SCHEDULE 13D Filed by National Broadcasting Company, Inc. NATIONAL BROADCASTING COMPANY, INC. DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Suite 103 Tool Works Lake Forest, IL 60045 Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Operating Officer, Avon New York, NY 10105 Products, Inc. G.G. Michelson Federated Department Stores Former Member of the Board 151 West 34th Street of Directors, Federated New York, NY 10001 Department Stores E.F. Murphy National Broadcasting Vice Chairman of the Board Company, Inc. and Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 J.D. Opie National Broadcasting Vice Chairman of the Board Company, Inc. and Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 R.S. Penske Penske Corporation Chairman of the Board and 13400 Outer Drive, West President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus, Cornell 3104 Snee Building University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion Stamford, CT 06921 International Corporation D.A. Warner III J.P. Morgan & Co., Inc. and Chairman of the Board, Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, J.P. New York, NY 10260 Morgan & Co. Incorporated and Morgan Guaranty Trust Company B-1 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- J.F. Welch, Jr. National Broadcasting Chairman of the Board and Company, Inc. Chief Executive Officer, 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 Executive Officers - ------------------ John F. Welch Jr. National Broadcasting Chairman Company, Inc. 3135 Easton Turnpike Fairfield, CT 06431 Robert C. Wright National Broadcasting Chief Executive Company, Inc. Officer & President 30 Rockefeller Plaza New York, NY 10112 Mark Begor National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 William Bolster 2200 Fletcher Avenue Executive Vice Fort Lee, NJ 07024 President Richard Cotton National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Duncan Ebersol National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Randel A. Falco National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Andrew Lack National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Donald Ohlmeyer National Broadcasting Executive Vice Company, Inc. President 3000 West Alameda Ave. Burbank, CA 91523 B-2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Thomas Rogers National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Scott Sassa National Broadcasting Executive Vice Company, Inc. President 3000 West Alameda Ave. Burbank, CA 91523 Edward Scanlon National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Patrick Wallace National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Kassie Canter National Broadcasting Senior Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Doug Adams 3900 Barnett Street Vice President Fort Worth, TX 76103 Carole Black 3000 West Alameda Ave. Vice President Burbank, CA 91523 Donald Browne 316 North Miami Avenue Vice President Miami, FL 33128 Linda Sullivan 4001 Nebraska Avenue, N.W. Vice President Washington, DC 20016 Dennis Swanson National Broadcasting Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Larry Wert 454 N. Columbus Drive Vice President Chicago, IL 60611 Mark Begor National Broadcasting Chief Financial Company, Inc. Officer 30 Rockefeller Plaza Treasurer New York, NY 10112 Kenneth Black National Broadcasting Assistant Treasurer Company, Inc. 30 Rockefeller Plaza New York, NY 10112 B-3 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Benjamin W. Heineman National Broadcasting Secretary Jr. Company, Inc. 3135 Easton Turnpike Fairfield, CT 06431 Roberta Brackman National Broadcasting Assistant Secretary Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Anne Egerton 3000 West Alameda Ave Assistant Secretary Burbank, CA 91523 Charles Jablonski National Broadcasting Assistant Secretary Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Patricia J. Langer National Broadcasting Assistant Secretary Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Elizabeth A. Newell National Broadcasting Assistant Secretary Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Susan Weiner National Broadcasting Assistant Secretary Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Diane Zipursky 4001 Nebraska Ave., NW Assistant Secretary Washington, DC 20016
Each person listed above is a citizen of the United States of America except Andrea Jung, who is a citizen of Canada. B-4 SCHEDULE C TO SCHEDULE 13D Filed by General Electric Capital Corporation GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors - --------- Nigel D.T. Andrews General Electric Capital Executive Vice President, Corporation General Electric Capital 260 Long Ridge Road Corporation Stamford, CT 06927 Nancy E. Barton General Electric Capital Senior Vice President, Corporation General Counsel and 260 Long Ridge Road Secretary, General Electric Stamford, CT 06927 Capital Corporation James R. Bunt General Electric Company Vice President and 3135 Easton Turnpike Treasurer, General Electric Fairfield, CT 06431 Company David M. Cote General Electric Appliances President and Chief Appliance Park Executive Officer, General Louisville, KY 40225 Electric Appliances Dennis D. Dammerman General Electric Company Vice Chairman and Executive 3135 Easton Turnpike Officer, General Electric Fairfield, CT 06431 Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. Benjamin W. Heineman, General Electric Company Senior Vice President, Jr. 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary, General Electric Company Jeffrey R. Immelt General Electric Medical President and Chief Systems Executive Officer, General 3000 N. Grandview Boulevard Electric Medical Systems Waukesha, WI 53188 W. James McNerney, GE Aircraft Engines President and Chief Jr. One Neumann Way Executive Officer, GE Cincinnati, OH 45215-6301 Aircraft Engines John H. Myers GE Investment Corporation Chairman and President, GE 3003 Summer Street Investment Corporation Stamford, CT 06904 Robert L. Nardelli General Electric Company President and Chief One River Road Executive Officer, GE Power Schenectady, NY 12345 Systems C-1 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Denis J. Nayden General Electric Capital President and Chief Corporation Executive Officer, General 260 Long Ridge Road Electric Capital Stamford, CT 06927 Corporation Michael A. Neal General Electric Capital Executive Vice President, Corporation General Electric Capital 260 Long Ridge Road Corporation Stamford, CT 06927 James A. Parke General Electric Capital Senior Vice President, Corporation Finance, General Electric 260 Long Ridge Road Capital Corporation Stamford, CT 06927 John M. Samuels General Electric Company Vice President and Senior 3135 Easton Turnpike Counsel, Corporate Taxes, Fairfield, CT 06431 General Electric Company Keith S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer, General Electric Company Edward D. Stewart General Electric Capital Executive Vice President, Corporation General Electric Capital 1600 Summer Street Corporation Stamford, CT 06927 John F. Welch, Jr. General Electric Company Chairman and Chief 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company Executive Officers - ------------------ Denis J. Nayden General Electric Capital President and Chief Corporation Executive Officer 260 Long Ridge Road Stamford, CT 06927 Nigel D. T. Andrews General Electric Capital Executive Vice President Corporation 260 Long Ridge Road Stamford, CT 06927 Michael A. Neal General Electric Capital Executive Vice President Corporation 260 Long Ridge Road Stamford, CT 06927 Edward D. Stewart General Electric Capital Executive Vice President Corporation 1600 Summer Street Stamford, CT 06905 C-2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Nancy E. Barton General Electric Capital Senior Vice President, Corporation General Counsel and 260 Long Ridge Road Secretary Stamford, CT 06927 James A. Colica General Electric Capital Senior Vice President, Corporation Global Risk Management 260 Long Ridge Road Stamford, CT 06927 Michael D. Fraizer General Electric Capital Senior Vice President, Corporation Insurance/Investment 6604 West Broad Street Products Taylor Building Richmond, VA 23230 Robert L. Lewis General Electric Capital Senior Vice President, Corporation Structured Finance Group 120 Long Ridge Road Stamford, CT 06927 James A. Parke General Electric Capital Senior Vice President, Corporation Finance 260 Long Ridge Road Stamford, CT 06927 Lawrence J. Toole General Electric Capital Senior Vice President, Corporation Human Resources 260 Long Ridge Road Stamford, CT 06927 Jeffrey S. Werner General Electric Capital Senior Vice President, Corporation Corporate Treasury and 201 High Ridge Road Global Funding Operation Stamford, CT 06927
Each person listed above is a citizen of the United States of America except Nigel D.T. Andrews, who is a citizen of the United Kingdom. C-3 SCHEDULE D 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 - --------- Kaj Ahlmann Employers Reinsurance Corp. Executive Vice President, 5200 Metcalf General Electric Capital Overland Park, KS 66201 Services, Inc., President and Chief Operating Officer, Employers Reinsurance Corp. Nigel D.T. Andrews General Electric Capital Executive Vice President, Corporation General Electric Capital 260 Long Ridge Road Corporation Stamford, CT 06927 James R. Bunt General Electric Company Vice President and 3135 Easton Turnpike Treasurer, General Electric Fairfield, CT 06431 Company David M. Cote GE Appliances President and Chief Appliance Park Executive Officer, GE Louisville, KY 40225 Appliances Dennis D. Dammerman General Electric Company Vice Chairman and Executive 3135 Easton Turnpike Officer, General Electric Fairfield, CT 06431 Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. Benjamin W. Heineman, General Electric Company Senior Vice President, Jr. 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary, General Electric Company Jeffrey R. Immelt GE Medical Systems President and Chief 3000 N. Grandview Blvd. Executive Officer, GE Waukesha, WI 53188 Medical Systems John H. Myers GE Investment Corporation Chairman and President, GE 3003 Summer Street Investment Corporation Stamford, CT 06904 Robert L. Nardelli General Electric Company President and Chief One River Road Executive Officer, GE Power Schenectady, NY 12345 Systems D-1 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Denis J. Nayden General Electric Capital President and Chief Corporation Executive Officer, General 260 Long Ridge Road Electric Capital Stamford, CT 06927 Corporation Michael A. Neal General Electric Capital Executive Vice President, Corporation General Electric Capital 260 Long Ridge Road Corporation Stamford, CT 06927 John M. Samuels General Electric Company Vice President and Senior 3135 Easton Turnpike Counsel, Corporate Taxes, Fairfield, CT 06431 General Electric Company Keith S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer, General Electric Company Edward D. Stewart General Electric Capital Executive Vice President, Corporation General Electric Capital 1600 Summer Street Corporation Stamford, CT 06905 John F. Welch, Jr. General Electric Company Chairman and Chief 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company Executive Officers - ------------------ Dennis D. Dammerman General Electric Capital Vice Chairman and Executive Services, Inc. Officer, General Electric 3135 Easton Turnpike Company;Chairman and Chief Fairfield, CT 06431 Executive Officer, General Electric Capital Services, Inc. Kaj Ahlmann Employers Executive Vice President, Reinsurance Corp. General Electric Capital 5200 Metcalf Services, Inc., President Overland Park, KS 66201 and Chief Operating Officer, Employers Reinsurance Corp. Nigel D. T. Andrews General Electric Capital Executive Vice President Corporation See Schedule B. 260 Long Ridge Road Stamford, CT 06927 Denis J. Nayden General Electric Capital President and Chief Corporation Executive Officer 260 Long Ridge Road See Schedule B. Stamford, CT 06927 D-2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Michael A. Neal General Electric Capital Executive Vice President Corporation See Schedule B. 260 Long Ridge Road Stamford, CT 06927 Edward D. Stewart General Electric Capital Executive Vice President Corporation See Schedule B. 1600 Summer Street Stamford, CT 06905 Nancy E. Barton General Electric Capital Senior Vice President, Corporation General Counsel and 260 Long Ridge Road Secretary Stamford, CT 06927 See Schedule B. James A. Parke General Electric Capital Senior Vice President, Corporation Finance 260 Long Ridge Road See Schedule B. Stamford, CT 06927 Lawrence J. Toole General Electric Capital Senior Vice President, Corporation Human Resources 260 Long Ridge Road See Schedule B. Stamford, CT 06927 Jeffrey S. Werner General Electric Capital Senior Vice President, Corporation Corporate Treasury and 201 High Ridge Road Global Funding Operation Stamford, CT 06927 See Schedule B.
Each person listed above is a citizen of the United States of America except: Kaj Ahlman, who is a citizen of Denmark; and Nigel D.T. Andrews, who is a citizen of the United Kingdom. D-3 SCHEDULE E 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 Baker Library 187 Administration-Graduate Soldiers Field School of Business Boston, MA 02163 Administration, Harvard University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Suite 103 Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer, Fairfield, CT 06431 General Electric Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, Fiat via Nizza 250 SpA 10126 Torino, Italy C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and S.A. de C.V. 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 Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Operating Officer, Avon New York, NY 10105 Products, Inc. G.G. Michelson Federated Department Stores Former Member of the Board 151 West 34th Street of Directors, Federated New York, NY 10001 Department Stores E.F. Murphy General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer, Fairfield, CT 06431 General Electric Company S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 E-1 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- J.D. Opie General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer, Fairfield, CT 06431 General Electric Company R.S. Penske Penske Corporation Chairman of the Board and 13400 Outer Drive, West President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus, Cornell 3104 Snee Building University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion Stamford, CT 06921 International Corporation D.A. Warner III J.P. Morgan & Co., Inc. and Chairman of the Board, Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, J.P. New York, NY 10260 Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, Fairfield, CT 06431 General Electric Company Executive Officers - ------------------ 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 3135 Easton Turnpike Comptroller Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and 3135 Easton Turnpike Treasurer Fairfield, CT 06431 D.L. Calhoun General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44122 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D.M. Cote General Electric Company Senior Vice President - 3135 Easton Turnpike GE Appliances Fairfield, CT 06431 L.S. Edelheit General Electric Company Senior Vice President - P.O. Box 8 Corporate Research and Schenectady, NY 12301 Development E-2 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary J.R. Immelt General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 G.S. Malm General Electric Company Senior Vice President - 3135 Easton Turnpike Asia Fairfield, CT 06431 W.J. McNerney, Jr. General Electric Company Senior Vice President - 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 E.F. Murphy General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 R.L. Nardelli General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 R.W. Nelson General Electric Company Vice President - Corporate 3135 Easton Turnpike Financial Planning and Fairfield, CT 06431 Analysis J.D. Opie General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J.G. Rice General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 K.S. Sherin General Electric Company Senior Vice President - 3135 Easton Turnpike Finance and Chief Financial Fairfield, CT 06431 Officer L.G. Trotter General Electric Company Senior Vice President - 41 Woodward Avenue GE Industrial Systems Plainville, CT 06062
Each person listed above is a citizen of the United States of America except: C.X. Gonzalez, who is a citizen of Mexico; P. Fresco, who is a citizen of Italy; Andrea Jung, who is a citizen of Canada; and G.S. Malm, who is a citizen of Sweden. E-3 SCHEDULE F TO SCHEDULE 13D 1. Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited (St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case No. 04/00320181) In April 1994, IGE Medical Systems Limited ("IGEMS"), a U.K. subsidiary of GE Medical Systems, discovered the loss of a radioactive barium source at the Radlett, England facility. The lost source, used to calibrate nuclear camera detectors, emits a very low level of radiation. IGEMS immediately reported the loss as required by the U.K. Radioactive Substances Act. An ensuing investigation, conducted in cooperation with government authorities, failed to locate the source. On July 21, 1994, Her Majesty's Inspectorate of Pollution (HMIP) charged IGEMS with violating the Radioactive Substances Act by failing to comply with a condition of registration. The Act provides that a registrant like IGEMS, which "does not comply with a limitation or condition subject to which (it) is so registered ... shall be guilty of (a criminal) offense." Condition 7 of IGEMS' registration states that it "shall so far as is reasonably practicable prevent ... loss of any registered source." At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea and agreed to pay a fine of (pound)5,000 (pounds) and assessed costs of (pound)5,754 (pounds). The prosecutor's presentation focused primarily on the 1991 change in internal IGEMS procedures and, in particular, the source logging procedure. The prosecutor complimented IGEMS' investigation and efforts to locate the source and advised the court that IGEMS had no previous violations of the Radioactive Substances Act. He also told the court that the Radlett plant had been highlighted as an exemplary facility to HMIP inspectors as part of their training. In mitigation, IGEMS emphasized the significant infrastructure and expense undertaken by IGEMS to provide security for radiation sources and the significant effort and expense incurred in attempting to locate the missing source. F-1 EXHIBIT INDEX Exhibit No. - ----------- Exhibit 1 Stock Purchase Agreement, dated as of January 14, 1999, by and among Telescan, Inc. and GE Capital Equity Investments, Inc. Exhibit 2 Joint Filing Agreement by and among GE Capital Equity Investments, Inc., General Electric Capital Corporation, General Electric Capital Services, Inc. and General Electric Company, dated January 21, 1999. Exhibit 3 Power of Attorney appointing Michael E. Pralle as agent and attorney-in-fact for General Electric Company. Exhibit 4 Power of Attorney appointing Michael E. Pralle as agent and attorney-in-fact for General Electric Capital Services, Inc. EX-99 2 EXHIBIT 1 Exhibit 1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of January 14, 1999 by and among Telescan, Inc., a Delaware corporation (the "Company"), and GE Capital Equity Investments, Inc. (the "Purchaser"). WHEREAS, the Company desires to sell, and the Purchaser desires to purchase, an aggregate of 1,220,237 shares (the "Shares") of the Company's common stock, $.01 par value per share (the "Common Stock"), on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the representations and warranties contained herein, the parties hereto agree as follows: 1. AGREEMENT TO PURCHASE. The Purchaser hereby purchases the Shares from the Company, and the Company hereby issues and sells the Shares to the Purchaser, for an aggregate purchase price of $9,395,824.90 ($7.70 per Share). 2. CLOSING. Upon payment of the purchase price for the Shares, by wire transfer of immediately available funds to an account specified by the Company, the Company will deliver to the Purchaser a certificate or certificates representing such Shares, registered in the name of the Purchaser. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Purchaser as of the date hereof as follows: (a) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to enter into this Agreement, perform its obligations hereunder, and issue the Shares in accordance with the terms hereof. (b) The Company has taken all corporate action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, including the issuance of the Shares, and this Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company. When issued to and paid for by the Purchaser in accordance with the terms of this Agreement, the Shares will be duly and validly issued, fully paid and nonassessable, and the issuance of the shares will not be subject to any preemptive or similar rights that have not been waived. (c) As of the date of this Agreement, the authorized and outstanding capitalization of the Company consists of (i) a total of 10,000,000 authorized shares of preferred stock (the "Preferred Stock"), of which 120,000 shares of 5% convertible preferred stock are outstanding, and (ii) a total of 15,000,000 authorized shares of Common Stock, of which 11,105,388 shares are issued and outstanding. All of such outstanding shares are validly issued, fully paid and nonassessable, and none of such outstanding shares was issued in violation of any preemptive rights. In addition to the foregoing, as of January 14, 1999, warrants and options to purchase a total of 1,037,972 shares of Common Stock are outstanding, and the Company is authorized to grant additional options to purchase up to 522,498 additional shares of Common Stock pursuant to its existing stock option plans. Otherwise, there are not outstanding any options, warrants or similar agreements for the purchase from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Neither the execution and delivery by the Company of this Agreement, the sale of the Shares hereunder, nor the performance of the Company's other obligations under this Agreement will require (i) the issuance of any additional shares of Common Stock of the Company or other securities convertible into shares of equity securities of the Company or (ii) the adjustment in any exercise, conversion or liquidation price of any outstanding option, warrant or convertible security. (d) Neither the execution and delivery by the Company of this Agreement, the sale of the Shares hereunder nor the performance of the Company's other obligations under this Agreement: (A) will violate, conflict with, result in a breach of or constitute a default (or an event that, with notice or lapse of time, would constitute a default) under (i) the certificate of incorporation or bylaws of the Company, (ii) any decree, judgment, order or determination of any court, governmental agency or body, or any arbitrator having jurisdiction over the Company or any of the Company's assets, (iii) any law, rule or regulation applicable to the Company, or (iv) the terms of any material agreement by which the Company is bound or to which any property of the Company is subject; and (B) requires the consent or approval of, or any filing with any court, governmental agency or body or any other person (except to the extent previously obtained or made). (e) Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchaser. The sale of the Shares by the Company is not part of a plan or scheme to evade the registration requirements of the Securities Act of 1933, as amended (the "Act"). (f) The Company has filed on a timely basis all reports, schedules and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Disclosure Documents"), and such Disclosure Documents, as of their respective dates, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The financial statements of the Company included in each of the Disclosure Documents, including the schedules and notes thereto, comply in all material respects with the requirements of the Act or the Securities Exchange Act of 1934, as amended (as applicable), fairly present the financial condition and results of operations and cash flows of the Company and its 2 subsidiaries at the respective dates and for the respective periods indicated and have been prepared in accordance with generally accepted accounting principles consistently applied throughout such periods. (h) As of the date hereof, since September 30, 1998, there has been no material adverse change in the properties, business, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Company as of the date hereof as follows: (a) The Purchaser is acquiring the Shares for its own account for investment purposes and not with a view to the distribution thereof within the meaning of the Act. (b) The Purchaser understands that the Shares constitute "restricted securities" within the meaning of Rule 144 under the Act and may not be sold, pledged or otherwise disposed of unless they are subsequently registered under the Act and applicable state securities laws or unless an exemption from registration is available. (c) The Purchaser is an "accredited investor" within the meaning of Rule 501 under the Act. (d) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or of the Purchaser's affiliates is required for the execution of this Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Shares from the Company. (e) The Purchaser has taken all corporate action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and legally binding obligation of the Purchaser. 5. COVENANT TO REGISTER. (a) For purposes of this Section, the following definitions shall apply: (i) The terms "register," "registered," and "registration" refer to a registration under the Act, effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement, document or amendment thereto. (ii) The term "Registrable Securities" means up to 50% of the Shares issued pursuant to this Agreement, and any securities of the Company or securities of any successor 3 corporation issued in exchange for, or in replacement of, the Registrable Securities (including any securities issued by way of a stock dividend or stock split). (b) (i) At any time on or after October 15, 1999, the Purchaser and its permitted assigns shall have the right to require by notice in writing that the Company use its best efforts to register all or any part of the Registrable Securities held by such holder (a "Demand Registration") and the Company shall thereupon, as expeditiously as possible, use its best efforts to effect such registration in accordance herewith. If the Purchaser provides such written notice on October 15, 1999, the Company will use its best efforts to effect such registration by December 15, 1999. If the Purchaser demands registration of less than all of the Registrable Securities covered thereby, the Company, at its option, may nevertheless file a registration statement covering all of the Registrable Securities. If such registration statement is declared effective with respect to all Registrable Securities and the Company is in compliance with its obligations under Subsections (c)(i) through (v) of this Section 5, the demand registration rights granted pursuant to this Subsection (b) (i) shall cease. If such registration statement is not declared effective with respect to all Registrable Securities covered thereby, or if the Company is not in compliance with its obligations, the demand registration right described herein shall remain in effect. The Company shall provide holders of Registrable Securities reasonable opportunity (at least 7 business days) to review any such registration statement or amendment or supplement thereto prior to the filing thereof. (ii) The Company shall not be obligated to effect a Demand Registration under Subsection (b)(i) above (A) if all of the Registrable Securities held by the Purchaser which are demanded to be covered by the Demand Registration are, at the time of such demand, included in an effective registration statement and the Company is in compliance with its obligations under Subsection (c) of this Section 5 or (B) if all of the Registrable Securities may be sold under Rule 144(k) of the Act and the Company's transfer agent has accepted an instruction from the Company to such effect and issued one or more certificates representing the Registrable Securities. (iii) The Company may suspend the effectiveness of any such registration effected pursuant to this Subsection (b) in the event, and for such period of time as, such a suspension is required by the rules and regulations of the SEC. The Company will use its best efforts to cause such suspension to terminate at the earliest possible date. (iv) The Company shall have the right, by written notice to the Purchaser, to request that the Purchaser discontinue dispositions of Registrable Securities pursuant to the registration statement covering such Registrable Securities during one or more periods aggregating not more than 60 days in any twelve-month period in the event that (i) Company would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of the Company's Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect Company. Notwithstanding the foregoing, such right of the Company shall not 4 be applicable during the two week period following the public release by the Company of an earnings statement. (c) Whenever required under this Section 5 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as possible: (i) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration to become effective as provided in Section 5(b), and keep such registration statement effective for so long as the Purchaser desires to dispose of the securities covered by such registration statement; provided, however, that in no event shall the Company be required to keep the registration statement effective for a period greater than three years from the date of effectiveness of such registration statement. (ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement and notify the Purchaser of the filing and effectiveness of such registration statement and any amendments or supplements. (iii) Furnish to the Purchaser such numbers of copies of a current prospectus, including a preliminary prospectus, conforming with the requirements of the Act, copies of the registration statement, any amendment or supplement to any thereof and any documents incorporated by reference therein and such other documents as the Purchaser may reasonably require in order to facilitate the disposition of Registrable Securities owned by the Purchaser. (iv) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or "Blue Sky" laws of such jurisdictions as shall be reasonably requested by the Purchaser (provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions), and do such other reasonable acts and things as may be required of it to enable the Purchaser to consummate the disposition in such jurisdiction of the securities covered by such registration statement. (v) Notify the Purchaser immediately of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus. (vi) Furnish to the Purchaser prompt notice of the commencement of any stop-order proceedings under the Act, together with copies of all relevant documents in connection therewith, and use its best efforts to obtain withdrawal of any such stop order as soon as possible. 5 (vii) Enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. (viii)Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC. (d) Upon request of the Company, the Purchaser will furnish to the Company in connection with any registration under this Section such information regarding itself, the Registrable Securities and other securities of the Company held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities held by the Purchaser. (e) (i) In the event of any registration under the Act of Registrable Securities pursuant to Subsection (b), the Company shall indemnify, defend and hold harmless the Purchaser and each of its officers, directors, employees, agents, partners or controlling persons (within the meaning of the Act) (each, an "indemnified party") from and against, and shall reimburse such indemnified party with respect to, any and all claims, suits, demands, causes of action, losses, damages, liabilities, costs or expenses ("Liabilities") to which such indemnified party may become subject under the Act or otherwise, arising from or relating to (A) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or (B) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or omission so made in strict conformity with information furnished by such indemnified party in writing specifically for use in the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Purchaser or such officer, director, employee, agent, partner or controlling person, and shall survive the transfer of such securities by the Purchaser. (ii) In the event of any registration under the Act of Registrable Securities pursuant to Subsection (b), the Purchaser agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents, partners, or controlling persons (within the meaning of the Act) (each, an "indemnified party") from and against, and shall reimburse such indemnified party with respect to, any and all Liabilities to which such indemnified party may become subject under the Act or otherwise, arising from or relating to (A) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or (B) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Purchaser will be liable in any such case to the extent, and only to the extent, that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus or amendment or supplement 6 thereto in reliance upon and in conformity with written information furnished by the Purchaser specifically for use in the preparation thereof. Notwithstanding the provisions of this Subsection (e)(ii) or Subsection (e)(iv) below, the Purchaser shall not be required to indemnify any person pursuant to this Subsection (e) or to contribute pursuant to Subsection (e)(iv) below in an amount in excess of the amount of the aggregate net proceeds received by such Purchaser in connection with any such registration under the Securities Act. (iii) Promptly after receipt by any indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against another party (the "indemnifying party") hereunder, notify such party in writing thereof, but the omission so to notify such party shall not relieve such party from any Liability which it may have to the indemnified party other than under this section and shall only relieve it from any Liability which it may have to the indemnified party under this section if and to the extent an indemnifying party is materially prejudiced by such omission. In case any such action shall be brought against any indemnified party and such indemnified party shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to the indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to the indemnified party under this section for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that if the defendants in any such action include both parties and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of one such separate counsel (in addition to any local counsel) and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. (iv) In order to provide for just and equitable contribution to joint liability under the Act in any case in which either (A) any indemnified party specified in paragraph (i) or (ii) above makes a claim for indemnification pursuant to this Section 5(e), but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be fully enforced in such case notwithstanding the fact that this Section 5(e) provides for indemnification in such case, or (B) contribution under the Act may be required on the part of any such indemnified party in circumstances for which indemnification is provided under this Section 5(e); then, in each such case, each indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which such indemnified parties may be subject as is appropriate to reflect the relative fault of such indemnified parties on the one hand and such indemnifying parties on the other in connection with the statements or omissions which resulted in such losses, claims, damages or 7 liabilities, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission which resulted in such losses, claims, damages or liabilities, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations. (f) (i) With respect to the inclusion of Registrable Securities in a registration statement pursuant to Subsection (b), all fees, costs and expenses of and incidental to such registration (including any amendments or supplements to the registration statement), inclusion and public offering shall be borne by the Company; provided, however, that any security holders participating in such registration shall bear their pro-rata share of the underwriting discounts and commissions, if any, incurred by them in connection with such registration. (ii) The fees, costs and expenses of registration to be borne by the Company as provided in this Subsection (f) shall include, without limitation, all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, and all legal fees and disbursements and other expenses of complying with state securities or Blue Sky laws of any jurisdiction or jurisdictions in which securities to be offered are to be registered and qualified. Subject to appropriate agreements as to confidentiality, the Company shall make available to the holders of Registrable Securities and their counsel its documents and personnel for due diligence purposes. (g) The Purchaser may assign any or all of its rights and obligations under this Section 5 to any other person without the prior written consent of the Company and such permitted assignee shall be considered a "Purchaser" hereunder for all purposes. (h) The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement. The Company has not previously entered into any agreement with respect to any of its securities granting any registration rights to any person, other than registration rights granted to, and already exercised by, the holders of the Company's 5% convertible preferred stock. (i) Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. 8 (j) The Company covenants that, if it is not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), it will (a) upon the request of any holder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act, and (b) upon the request of any holder of Registrable Securities, make available such information as may be required by Rule 144A(d)(4) in order to permit sales pursuant to Rule 144A under the Securities Act. In addition, the Company will take such further action as any holder of Registrable Securities may reasonably request, to the extent required to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (y) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such informational and other requirements. 6. MISCELLANEOUS. (a) The terms and conditions of this Agreement represent the entire agreement between the parties with respect to the subject matter hereof and supersede any prior agreements or understandings, whether written or oral, between the parties respecting such subject matter. This Agreement may be modified only in a writing signed by the party against whom such modification is to be enforced. (b) Except as otherwise provided in this Agreement, neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. (c) This Agreement shall be construed and enforced in accordance with the laws of the state of New York applicable to agreements between residents of New York wholly executed and wholly performed therein. (d) This Agreement may be executed in one or more counterparts, and such counterparts shall together constitute one and the same agreement. 9 IN WITNESSES WHEREOF, the parties have entered into this Agreement as of the date first set forth above. TELESCAN, INC. By: /s/ Roger C. Wadsworth ------------------------------------ Name: Roger C. Wadsworth Title: Senior Vice President GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Tony Pantuso ------------------------------------ Name: Tony Pantuso Title: Senior Vice President 10 EX-99 3 EXHIBIT 2 Exhibit 2 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $0.01 per share, of Telescan, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: January 21, 1999 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Michael E. Pralle ------------------------------------------- Name: Michael E. Pralle Title: Attorney-in-fact NATIONAL BROADCASTING COMPANY, INC. By: /s/ Mark Begor ------------------------------------------- Name: Mark Begor Title: Executive Vice President NYFS08...:\60\47660\0249\306\13D1199K.46C EX-99 4 EXHIBIT 3 Exhibit 3 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Michael A. Gaudino J. Gordon Smith Michael E. Praille Paul J. Licursi Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2000. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 30th day of April, 1998. General Electric Company By: /s/ Philip D. Ameen ---------------------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - -------------------------------------------- Robert E. Healing, Attesting Secretary NYFS08...:\60\47660\0249\1708\POA1259L.100 EX-99 5 EXHIBIT 4 Exhibit 4 POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino J. Gordon Smith Michael E. Praille Paul J. Licursi Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgements, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2000. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 30th day of April, 1998. General Electric Capital Services, Inc. By: /s/ Nancy E. Barton ---------------------------------------- Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - --------------------------------------------- Brian T. McAnaney, Assistant Secretary NYFS08...:\60\47660\0249\1708\POA1259L.270 -----END PRIVACY-ENHANCED MESSAGE-----