-----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, ERFMb0H1RG/griGB9ks/YMJtuQq378BNcD+zRBGyZ85caQkkbRNH+2NQLABDjnGl dIGUf07NhHTJTdFjfJaMUQ== 0000909518-96-000302.txt : 19960911 0000909518-96-000302.hdr.sgml : 19960911 ACCESSION NUMBER: 0000909518-96-000302 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960910 SROS: NYSE GROUP MEMBERS: EMPLOYERS REINSURANCE CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES INC GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE DRILLING CORP CENTRAL INDEX KEY: 0000777201 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730374541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36671 FILM NUMBER: 96628005 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139743131 MAIL ADDRESS: STREET 1: 10370 RICHMOND AVE STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D/A 1 AMEND NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No. 3) Noble Drilling Corporation - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per 655042-109 share - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) Anthony J. LaCivita, Esq. General Electric Capital Corporation 1600 Summer Street, Stamford, CT 06927, (203) 357-3600 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) - -------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following page(s)) (Page 1 of 31 Pages) CUSIP No. 655042-109 13D Page 2 of 31 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #13-1500700 OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] GROUP:* (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS:* WC, OC (See Item 3 herein) 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, USA NUMBER OF 7 SOLE VOTING POWER: 2,374,625 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH 9 SOLE DISPOSITIVE 2,374,625 REPORTING POWER: PERSON WITH 10 SHARED DISPOSITIVE 0 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,374,625 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES:* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 1.94% (11): 14 TYPE OF REPORTING PERSON:* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! **See Item 5 of this Schedule 13D CUSIP No. 655042-109 13D Page 3 of 31 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC., a Delaware corporation S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #06-11095031 OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF N/A FUNDS:* 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, USA 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 0 POWER: 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): N/A (see 11 above) 14 TYPE OF REPORTING PERSON:* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! **See Item 5 of this Schedule 13D CUSIP No. 655042-109 13D Page 4 of 31 1 NAME OF REPORTING PERSON: GENERAL ELECTRIC COMPANY, a New York corporation S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #14-0089340 OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF WC FUNDS:* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [x] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York, USA NUMBER OF 7 SOLE VOTING POWER: 60,000 (See Item 5) SHARES BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 60,000 (See Item 5) REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 60,000 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES:* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.05% 14 TYPE OF REPORTING PERSON:* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! **See Item 5 of this Schedule 13D CUSIP No. 655042-109 13D Page 5 of 31 1 NAME OF REPORTING PERSON: EMPLOYERS REINSURANCE CORPORATION, a Missouri corporation S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #48-0921045 OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] GROUP:* (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: Missouri, USA NUMBER OF 7 SOLE VOTING POWER: 520,000 (See Item 5) SHARES BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY EACH 9 SOLE DISPOSITIVE 520,000 (See Item 5) REPORTING POWER: PERSON WITH 10 SHARED DISPOSITIVE 0 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 520,000 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES:* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 0.42% (11): 14 TYPE OF REPORTING PERSON:* IC *SEE INSTRUCTIONS BEFORE FILLING OUT! **See Item 5 of this Schedule 13D This Amendment No. 3 amends and, as required by Rule 101(a)(2)(ii) of Regulation S-T, restates in its entirety as of September 10, 1996 the Statement on Schedule 13D originally filed on February 8, 1988, as amended through the date hereof (the "Schedule 13D"), by General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. (previously named General Electric Financial Services, Inc.) ("GECS"), and General Electric Company ("GE"), relating to the common stock, par value $.10 per share (the "Common Stock"), of Noble Drilling Corporation, a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER ------------------- This statement relates to the Common Stock of the Company. The principal executive offices of the Company are located at 10370 Richmond Avenue, Suite 400, Houston, Texas 77042. ITEM 2. IDENTITY AND BACKGROUND ----------------------- This statement is filed by GE Capital, for and on behalf of itself, GECS, GE, Employers Reinsurance Corporation ("ERC") (ERC, together with GE Capital, GECS and GE, being referred to herein as the "Filing Persons"). The agreement among each of the Filing Persons that this statement be filed on behalf of each of them is attached hereto as Exhibit 3. GECS is a wholly-owned subsidiary of GE; GE Capital is a wholly-owned subsidiary of GECS; and ERC is owned 89.55% by GE Global Insurance Holding Corporation, a wholly-owned subsidiary of GECS, and 10.45% by GE Capital. GE Capital is a Delaware corporation. GE Capital, together with its subsidiaries, engages in financing services that include lending, equipment management services and annuities and maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. The business of GECS consists of the ownership of two principal subsidiaries which, together with their affiliates, constitute GE's principal financial services businesses. 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. ERC is a Missouri corporation with its principal executive offices located at 5200 Metcalf, Overland Park, Kansas 66201. ERC is engaged principally in the reinsurance business. ITEMS 2(A), (B) AND (C) For information with respect to the identity and background of each executive officer and director of the Filing Persons, see Schedules I, II, III and IV attached hereto, respectively. This statement is being filed while the Filing Persons are in the process of verifying certain of the information required herein from their respective executive officers and directors. If the Filing Persons obtain information which would cause a material change in the information contained herein, an amendment to this statement will be filed that will set forth such change in information. 6 ITEMS 2(D) AND (E) Except as set forth below, during the last five years none of the Filing 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. On November 15, 1990, an action (styled United States ex rel. Taxpayers Against Fraud and Chester L. Walsh v. General Electric Company) under the federal False Claims Act 31 U.S.C. Sections 3729-32, was filed under seal against GE in the United States District Court for the Southern District of Ohio. This qui tam action, brought by an organization called Taxpayers Against Fraud and an employee of GE's Aircraft Engines division ("GEAE"), alleged that GEAE, in connection with its sales of F110 aircraft engines and support equipment to Israel, made false statements to the Israeli Ministry of Defense ("MoD"), causing MoD to submit false claims to the United States Department of Defense under the Foreign Military Sales Program. Senior GE management became aware of possible misconduct in GEAE's Israeli F110 program in December 1990. Before learning of the sealed qui tam suit, GE immediately made a voluntary disclosure to the Departments of Defense and Justice, promised full cooperation and restitution, and began an internal investigation. In August 1991, the federal court action was unsealed, and the Department of Justice intervened and took over responsibility for the case. On July 22, 1992, after GE had completed its investigation and made a complete factual disclosure to the U.S. government as part of settlement discussions, the United States and GE executed a settlement agreement and filed a stipulation dismissing the civil action. Without admitting or denying the allegations in the complaint, GE agreed to pay $59.5 million in full settlement of the civil fraud claims. Also on July 22, 1992, in connection with the same matter, the United States filed a four count information charging GE with violations of 18 U.S.C. Section 287 (submitting false claims against the United States), 18 U.S.C. Section 1957 (engaging in monetary transactions in criminally derived property), 15 U.S.C. Sections 78m(b)(2)(A) and 78ff(a) (inaccurate books and records), and 18 U.S.C. Section 371 (conspiracy to defraud the United States and to commit offenses against the United States). The same day, GE and the United States entered a plea agreement in which GE agreed to waive indictment, plead guilty to the information, and pay a fine of $9.5 million. GE was that day sentenced by the federal court in accordance with the plea agreement. ITEM 2(F) All of the executive officers and directors of the Filing Persons are U.S. citizens, except that (i) Nigel D. T. Andrews, a GE Capital and GECS director and executive officer, is a citizen of the United Kingdom, (ii) Paolo Fresco, an executive officer and director of GE and a director of GE Capital and GECS is an Italian citizen, (iii) Claudio X. Gonzalez, a director of GE, is a citizen of Mexico, and (iv) Kaj Ahlmann, a director of GECS and ERC is a citizen of Denmark. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION -------------------------------------------------- On January 29, 1988, pursuant to an Assets Purchase Agreement, dated as of January 8, 1988 (the "Assets Purchase Agreement"), between the Company, GE Capital and GE Capital's wholly- owned subsidiary, TIFD IV Inc., GE Capital sold certain assets to the Company and, in consideration therefor, GE Capital received 3,500,000 shares of Common Stock, certain shares of preferred stock (the "Preferred Stock") that were subsequently converted on August 28, 1990 into 7 2,450,000 shares of Common Stock, a "Type A Warrant" which was subsequently exercised into 800,000 shares of Common Stock as described below and a "Type B Warrant" which was cancelled by its terms in 1988. A copy of the Assets Purchase Agreement is attached as Exhibit 1 hereto and is incorporated herein by reference. On May 12, 1988, pursuant to the terms of the Assets Purchase Agreement, GE Capital sold a certain marine rig to the Company for a purchase price of certain shares of preferred stock that were subsequently converted on August 28, 1990 into 800,000 shares of Common Stock. In March 1989, GE Capital acquired 800,000 shares of Common Stock for an aggregate consideration of $800,000 pursuant to the exercise of the Type A Warrant. The funds for the purchase by GE Capital of such shares of Common Stock were obtained from its working capital. On various dates from September 9, 1994 through February 23, 1996, ERC, directly or, in the case of 50,000 shares, through a wholly-owned insurance subsidiary, purchased in open market transactions an aggregate of 530,000 shares of Common Stock using its working capital for an aggregate purchase price of $4,330,630. On various dates from June 12, 1995 through August 24, 1995, GE purchased, through a wholly-owned mortgage insurance subsidiary, in open market transactions 60,000 shares of Common Stock using its working capital for an aggregate purchase price of $421,250. ITEM 4. PURPOSE OF TRANSACTION ---------------------- GE Capital purchased the Common Stock held by GE Capital (and the preferred stock and Type A Warrant from which certain of the Common Stock held by GE Capital was acquired) from the Company, and holds the 2,374,625 shares of Common Stock of the Company currently held by GE Capital, as an investment. Each of ERC and GE purchased the Common Stock beneficially owned by it, and holds the respective shares of Common Stock of the Company currently beneficially owned by it, as an investment. Pursuant to the Assets Purchase Agreement, the Company was obligated to nominate a designee of GE Capital for election of each election for directors as long as GE Capital beneficially owned at least ten percent of the outstanding Common Stock at the time such nominations are made. As previously disclosed publicly in Item 10 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, the Company's obligation pursuant to the Assets Purchase Agreement to nominate GE Capital's designee for election at each subsequent election for directors has terminated since GE Capital no longer beneficially owns at least ten percent of the outstanding Common Stock. Except as described above, none of the Filing Persons 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) On August 28, 1990, GE Capital sold 2,800,000 shares of the Common Stock in a registered public offering at $9.00 per share pursuant to "piggyback" registration rights under the Registration Rights Agreement described in Item 6 below. In addition, on the respective dates and at the respective prices per share specified in Schedule V hereto, GE Capital sold an aggregate of 2,375,375 shares of Common Stock in open market sales for total proceeds of $12,943,973. As of 8 the date hereof, after giving effect to the above described transactions, GE Capital has beneficial ownership of 2,374,625 shares of Common Stock. GE Capital's beneficial ownership of such shares represents approximately 1.94% of the outstanding shares of Common Stock based upon 122,090,806 shares of Common Stock outstanding as of August 26, 1996 (based upon information obtained by GE Capital from the Company's register and transfer agent). On May 20, 1996 and August 2, 1996, ERC sold an aggregate of 2,500 shares and 7,500 shares, respectively, of the Common Stock at $13.00 and $15.50 per share in open market sales. As of the date hereof, after giving effect to such sales, ERC and GE have beneficial ownership of 520,000 and 60,000 shares of Common Stock, respectively. The beneficial ownership of such shares by ERC and GE represents approximately 0.42% and 0.05%, respectively, of the outstanding shares of Common Stock based as aforesaid. Except as disclosed in this Item 5(a), none of the Filing Persons, nor, to the best of their knowledge, any of their executive officers and directors, beneficially owns any securities of the Company or has a right to acquire any securities of the Company. (b) Each of GE Capital, ERC and GE has the sole power to vote or direct the voting and to dispose or direct the disposition of the respective shares of Common Stock held by it. Each of ERC and GE has delegated certain voting and dispositive authority with respect to shares of Common Stock beneficially owned by it to an investment adviser in accordance with the terms of an investment management agreement. Except as described in this Item 5(b), none of the Filing Persons, nor, to the best of their knowledge, any of their executive officers or directors presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the securities which they may be deemed to beneficially own. (c) The information concerning transactions in shares of Common Stock by GE Capital, ERC and GE since the filing of Amendment No. 2 to the Schedule 13D on September 11, 1990 is set forth on Schedule V attached hereto or Item 3 or Item 5(a) above and incorporated herein by reference. Except as disclosed in this Statement, none of the Filing Persons, nor, to the best of their knowledge, any of their executive officers or directors, has effected any transaction in securities of the Company during the past 60 days. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held by any of GE Capital, ERC or GE except for such respective Filing Person (or, in the case of 50,000 shares beneficially owned by ERC and the shares beneficially owned by GE, the respective wholly-owned insurance subsidiaries referred to above). (e) As a result of the transactions in 1992 and 1993 described on Schedule V hereto and the issuance thereafter by the Company of 12,041,000 additional shares of Common Stock in an underwritten public offering on October 7, 1993 and 626,410 additional shares of Common Stock on October 25, 1993 to finance the purchase of two drilling rigs (each without the involvement of GE Capital), GE Capital ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock on October 25, 1993. This change in ownership has been previously publicly disclosed in all material respects in Item 12 (Security Ownership of Certain Beneficial Owners and Management) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (which, by contrast to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992) did not include GE Capital in the table of beneficial owners of more than five percent of the outstanding shares of Common Stock. 9 Neither the filing of the Schedule 13D or any amendment thereto, nor anything contained therein or herein is intended as, or should be construed as, an admission that any Filing Person is the "beneficial owner" of any shares of Common Stock which any other Filing Person is deemed to beneficially own. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS -------------------------------------------------------- WITH RESPECT TO SECURITIES OF THE ISSUER ---------------------------------------- The information set forth in Item 5 above is incorporated herein by reference. Except as set forth or incorporated by reference in this Schedule 13D, none of the Filing Persons, nor, to the best of their knowledge, any of their executive officers or directors, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company. Under the terms of the Assets Purchase Agreement, GE Capital has agreed that it will not sell or otherwise dispose of any of the Common Stock prior to the occurrence of a Change in Control (as defined), except pursuant to a tender or exchange offer approved by the board of directors of the Company or as a result of or in connection with a merger, consolidation or sale of substantially all the Company's assets, unless such sales are made pursuant to (i) the terms of the Registration Rights Agreement described below, (ii) Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"); (iii) a no-action letter of the SEC that no registration is required under the Securities Act; or (iv) pursuant to an applicable exemption (other than Rule 144) under the Securities Act in accordance with which, in the opinion of counsel, no registration thereunder is required. Pursuant to the terms of a Registration Rights Agreement, the Company has granted registration rights to GE Capital with respect to the Common Stock. A copy of the Registration Rights Agreement is set forth as Exhibit 10.3 to the Assets Purchase Agreement filed as an exhibit to the Schedule 13D and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- The following documents are filed as Exhibits to the Schedule 13D: Exhibit 1 Assets Purchase Agreement dated as of January 8, 1988 by and between the Company, GE Capital and TIFD IV Inc. (including as exhibits thereto the Certificate of Designation for the Preferred Stock (Exhibit 2.1(b)), the Type A Warrant (Exhibit 2.1(c)), the Type B Warrant (Exhibit 2.1(d)) and the Registration Rights Agreement (Exhibit 10.3)) (previously filed as Exhibit 1 to the Schedule 13D as originally filed with the SEC on February 8, 1988 and not restated electronically herewith pursuant to Rule 13d-2(c) and Rule 101(a)(2)(ii) of Regulation S-T). Exhibit 2 Letter of Authorization from GE authorizing GE Capital to sign this Amendment No. 3 to the Schedule 13D (previously filed as Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the SEC on September 11, 1990 and not restated electronically herewith pursuant to Rule 13d-2(c) and Rule 101(a)(2)(ii) of Regulation S-T). Exhibit 3 Joint Filing Agreement (filed herewith). 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. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ William D. Strittmatter ------------------------------------ Name: William D. Strittmatter Title: Vice President and Senior Credit Officer Dated: September 10, 1996 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 SERVICES, INC. By: /s/ Brian T. McAnaney ------------------------------------ Name: Brian T. McAnaney Title: Assistant Secretary Dated: September 10, 1996 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 COMPANY By: GENERAL ELECTRIC CAPITAL CORPORATION, Attorney-in-Fact By: /s/ William D. Strittmatter -------------------------------- Name: William D. Strittmatter Title: Vice President and Senior Credit Officer Dated: September 10, 1996 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. EMPLOYERS REINSURANCE CORPORATION By: /s/ John M. Connelly ------------------------------------ Name: John M. Connelly Title: Senior Vice President, General Counsel and Secretary Dated: September 10, 1996 14 SCHEDULE I 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 --------- N.D.T. Andrews GE Capital Executive Vice 260 Long Ridge Road President, GE Capital. Stamford, CT 06927 See Schedule II. N.E. Barton GE Capital Senior Vice President, 260 Long Ridge Road General Counsel and Stamford, CT 06927 Secretary, GE Capital. See Schedule II. J.R. Bunt GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 D.D. Dammerman GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 P. Fresco GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 D.F. Frey General Electric See Schedule III. Investment Corporation 3003 Sumner Street Stamford, CT 06904 B.W. Heineman, GE See Schedule III. Jr. 3135 Easton Turnpike Fairfield, CT 06431 H.J. Murphy GE Power Generation Vice President, GE Sales and Service Power Generation Sales One River Road and Services. Schenectady, NY 12345 D.J. Nayden GECS President and Chief 260 Long Ridge Road Operating Officer, GE Stamford, CT 06927 Capital. See Schedule II. M.A. Neal GE Capital Executive Vice 260 Long Ridge Road President, GE Capital. Stamford, CT 06927 See Schedule II. 15 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- J.A. Parke GE Capital Senior Vice President, 260 Long Ridge Road Finance, GE Capital. Stamford, CT 06927 See Schedule II. J.M. Samuels GE Vice President and 3135 Easton Turnpike Senior Counsel, Fairfield, CT 06431 Corporate Taxes, GE. E.D. Stewart GE Capital Executive Vice 260 Long Ridge Road President, GE Capital. Stamford, CT 06927 See Schedule II. J.F. Welch, Jr. GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 G.C. Wendt GE Capital Chairman and Chief 260 Long Ridge Road Executive Officer, GE Stamford, CT 06927 Capital. See Schedule II. 16 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- Executive Officers --------- G.C. Wendt GE Capital Chairman and Chief 260 Long Ridge Road Executive Officer, GE Stamford, CT 06927 Capital. See Schedule II. D.J. Nayden GE Capital President and Chief 260 Long Ridge Road Operating Officer, GE Stamford, CT 06927 Capital. See Schedule II. N.D.T. Andrews GE Capital Executive Vice 260 Long Ridge Road President, GE Capital. Stamford, CT 06927 See Schedule II. M.A. Neal GE Capital Executive Vice 260 Long Ridge Road President, GE Capital. Stamford, CT 06927 See Schedule II. E.D. Stewart GE Capital Executive Vice 260 Long Ridge Road President, GE Capital. Stamford, CT 06927 See Schedule II. N.E. Barton GE Capital Senior Vice President, 260 Long Ridge Road General Counsel and Stamford, CT 06927 Secretary, GE Capital. See Schedule II. J.A. Colica GE Capital Senior Vice President 260 Long Ridge Road and Manager, Risk Stamford, CT 06927 Management and Credit Policy, GE Capital. M.D. Fraizer GE Capital Senior Vice President, 292 Long Ridge Road Insurance/Investment Stamford, CT 06927 Products, GE Capital. R.L. Lewis GE Capital Senior Vice President, 1600 Sumner Street and General Manager, 6th Floor Global Project and Stamford, CT 06905 Structured Finance, GE Capital. J.A. Parke GE Capital Senior Vice President, 260 Long Ridge Road Finance, GE Capital. Stamford, CT 06927 See Schedule II. L.J. Toole GE Capital Senior Vice President, 201 High Ridge Road Human Resources, GE Stamford, CT 06927 Capital. See Schedule II. J.S. Werner GE Capital Senior Vice President, 201 High Ridge Road Corporate Treasury and Stamford, CT 06927 Global Funding Operation, GE Capital. See Schedule II. 17 SCHEDULE II 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 --------- G.C. Wendt GECS Chairman, President 260 Long Ridge Road and Chief Executive Stamford, CT 06927 Officer, GECS. See Schedule I. K. Ahlmann ERC Executive Vice 5200 Metcalf President, GECS. See Overland Park, KS Schedule IV. 66202 N.D.T. Andrews GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. J.R. Bunt GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 D.D. Dammerman GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 P. Fresco GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 D.F. Frey GE Investment See Schedule III. Corporation 3003 Sumner Street Stamford, CT 06904 B.W. Heineman, GE See Schedule III. Jr. 3135 Easton Turnpike Fairfield, CT 06431 H.J. Murphy GE Power Generation Vice President, GE Sales and Services Power Generation Sales One River Road and Services, GE. Schenectady, NY 12345 D.J. Nayden GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. 18 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- M.A. Neal GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. J.M. Samuels GE Vice President and 3135 Easton Turnpike Senior Counsel, Fairfield, CT 06431 Corporate Taxes, GE. E.D. Stewart GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. J.F. Welch, Jr. GE See Schedule III. 3135 Easton Turnpike Fairfield, CT 06431 19 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- Executive Officers --------- G.C. Wendt GECS Chairman, President 260 Long Ridge Road and Chief Executive Stamford, CT 06927 Officer, GECS. See Schedule I. K. Ahlmann ERC Executive Vice 5200 Metcalf President, GECS. See Overland Park, KS Schedule IV. 66202 N.D.T. Andrews GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. D.J. Nayden GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. M.A. Neal GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. E.D. Stewart GECS Executive Vice 260 Long Ridge Road President, GECS. See Stamford, CT 06927 Schedule I. N.E. Barton GECS Senior Vice President, 260 Long Ridge Road GECS. See Schedule I. Stamford, CT 06927 J.A. Parke GECS Senior Vice President, 260 Long Ridge Road GECS. See Schedule I. Stamford, CT 06927 L.J. Toole GECS Senior Vice President, 260 Long Ridge Road GECS. See Schedule I. Stamford, CT 06927 J.S. Werner GECS Senior Vice President, 201 High Ridge Road GECS. See Schedule I. Stamford, CT 06927 20 SCHEDULE III TO SCHEDULE 13D ----------------------------- Filed by General Electric Company GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS --------------------------------------- PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- Directors --------- D.W. Calloway Pepsico, Inc. Chairman of the Board, 700 Anderson Hill Road Pepsico, Inc., Purchase, NY 10577 Beverages, Snack Foods and Restaurants, Purchase, New York. S.S. Cathcart 222 Wisconsin Avenue Director and retired Suite 103 Chairman of the Board, Lake Forest, IL 60045 Illinois Tool Works, Diversified Products, Chicago, Illinois. D.D. Dammerman GE Senior Vice President, 3135 Easton Turnpike Finance, and Chief Fairfield, CT 06431 Financial Officer, GE. P. Fresco General Electric Vice Chairman of the Company (U.S.A.) Board and Executive 3 Shortlands, Officer, GE. Hammersmith London W6 8BX, England C.X. Gonzalez Kimberly-Clark de Chairman of the Board Mexico, and Chief Executive S.A. de C.V. Officer, Kimberly- Jose Luis Lagrange 103, Clark de Mexico, S.A. Tercero Piso de C.V., Consumer and Colonia Los Morales Paper Products, Mexico Mexico, D.F. 11510, City, Mexico. Mexico R.E. Mercer GE Retired Chairman of 3135 Easton Turnpike the Board and former Fairfield, CT 06431 Director, The Goodyear Tire & Rubber Company, Akron, Ohio. G.G. Michelson Federated Department Member of the Board of Stores Directors -- Federated 151 West 34th Street Department Stores, New York, NY 10001 Retailers, New York, New York. J. D. Opie GE Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, GE. 21 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- R. D. Penske Penske Corporation Chairman of the Board, 13400 Outer Drive, West President and Detroit, MI 48239-4001 Director, Penske Corporation and Detroit Diesel Corporation, Transportation and Automotive Services, Detroit, Michigan. B.S. Preiskel Suite 3125 Former Senior Vice 60 East 42nd Street President, Motion New York, NY 10165 Picture Associations of America, New York, New York. F.H.T. Rhodes Cornell University President Emeritus, 3104 Snee Building Cornell Ithaca, NY 14853 University, Ithaca, New York. A.C. Sigler Champion International Chairman of the Board, Corporation Chief Executive 1 Champion Plaza Officer and Director Stamford, CT 06921 Champion International Corporation, Paper and Forest Products, Stamford, Connecticut. D.A. Warner III J.P. Morgan & Co., Inc. President, Chief and Morgan Guaranty Executive Officer and Trust Co. Director, J.P. Morgan 60 Wall Street & Co., Incorporated New York, NY 10260 and Morgan Guaranty Trust Company, New York, New York. J.F. Welch, Jr. GE Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, GE. 22 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- Executive Officers -------- J.F. Welch, Jr. GE Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, GE. P. Fresco General Electric Vice Chairman of the Company (U.S.A.) Board and Executive 3 Shortlands, Officer, GE. Hammersmith London W6 8BX, England J. D. Opie GE Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, GE. D. D. Dammerman GE Senior Vice President, 3135 Easton Turnpike Finance, and Chief Fairfield, CT 06431 Financial Officer, GE. P. D. Ameen GE Vice President and 3135 Easton Turnpike Comptroller, GE. Fairfield, CT 06431 J.R. Bunt GE Vice President and 3135 Easton Turnpike Treasurer, GE. Fairfield, CT 06431 D. L. Calhoun GE Vice President -- GE 2901 East Lake Road Transportation Erie, PA 16531 Systems, GE. W. J. Conaty GE Senior Vice President 3135 Easton Turnpike -- Human Resources, Fairfield, CT 06431 GE. D.M. Cote GE Vice President -- GE Appliance Park Appliances, GE. Louisville, KY 40225 L.S. Edelheit GE Senior Vice President P. O. Box 8 -- Corporate Research Schenectady, NY 12301 and Development, GE. D.F. Frey GE Vice President and 3003 Sumner Street Chairman and Turnpike President, GE Stamford, CT 06905 Investment Corp. B.W. Heineman, GE Senior Vice President, Jr. 3135 Easton Turnpike General Counsel Fairfield, CT 06431 and Secretary, GE. W.J. McNerney GE Senior Vice President Nela Park -- GE Lighting, GE. Cleveland, OH 44122 23 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- ---------------------- E.F. Murphy GE Senior Vice President 1 Newmann Way -- GE Aircraft Engines, Cincinnati, OH 05242 GE. R.L. Nardelli GE Senior Vice President 1 River Road -- GE Power Systems, Schenectady, NY 12345 GE. R.W. Nelson GE Vice President -- 3135 Easton Turnpike Corporate Financial Fairfield, CT 06431 Planning and Analysis, GE. G.M. Reiner GE Senior Vice President 3135 Easton Turnpike -- Chief Information Fairfield, CT 06431 Officer, GE. G.L. Rogers GE Senior Vice President 1 Plastics Avenue -- GE Plastics, GE. Pittsfield, MA 01201 J.W. Rogers GE Vice President -- GE 1635 Broadway Motors, GE. Fort Wayne, IN 46801 J.M. Trani GE Senior Vice President P.O. Box 414 -- GE Medical Systems, Milwaukee, WI 53201 GE. L.G. Trotter GE Vice President -- GE 41 Woodford Avenue Electrical Distribu- Plainville, CT 06062 tion and Control, GE. 24 SCHEDULE IV TO SCHEDULE 13D ---------------------------- Filed by Employers Reinsurance Corporation EMPLOYERS REINSURANCE CORPORATION DIRECTORS AND EXECUTIVE OFFICERS --------------------------------------- PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- -------------------- Directors --------- K. Ahlmann ERC Chairman of the 5200 Metcalf Board, President and Overland Park, KS Chief Executive 66201 Officer, ERC. See Schedule II. J. R. Batterson ERC Manager, Reinsurance 5200 Metcalf Claims, ERC. Overland Park, KS 66202 J. M. Connelly ERC Senior Vice 5200 Metcalf President, General Overland Park, KS Counsel and 66201 Secretary, ERC. R. R. Cross ERC President, ERC Life 5200 Metcalf Reinsurance Overland Park, KS Corporation; 66202 President, Employers Reassurance Corporation. J. F. Dore ERC Senior Vice 5200 Metcalf President and Chief Overland Park, KS Financial Officer, 66202 ERC. C. E. Heath ERC Chief Investment 5200 Metcalf Officer, ERC. Overland Park, KS 66202 A. Kann ERC Frankona Vice Chairman of the Reinsurance Company Board, Maria-Theresia-Strasse ERC Frankona 35 Reinsurance Company. 81675 Munich, Germany J. W. Levin ERC Senior Vice 5200 Metcalf President and Overland Park, KS Actuary, ERC. 66202 C. A. Mauch ERC Executive Vice 5200 Metcalf President, ERC. Overland Park, KS 66202 25 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- -------------------- A. K. Sadolin ERC Frankona Manager of Branch Reinsurance Company Offices, ERC Maria-Theresia-Strasse Frankona Reinsurance 35 Company 81675 Munich, Germany J. M. Stalcup ERC Senior Vice 5200 Metcalf President -- Overland Park, KS Manager, Healthcare 66202 Division, ERC. H. H. Wood, Jr. ERC Senior Vice 5200 Metcalf President -- Overland Park, KS Manager, Property- 66202 Casualty Division, ERC. J. L. Woolard ERC Senior Vice 5200 Metcalf President -- Overland Park, KS Manager, Specialty 66202 Division, ERC. 26 PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION ----------------- ----------------------- -------------------- Executive Officers --------- K. Ahlmann ERC Chairman of the 5200 Metcalf Board, President and Overland Park, KS Chief Executive 66202 Officer, ERC. See Schedule II. C. A. Mauch ERC Executive Vice 5200 Metcalf President, ERC. Overland Park, KS 66202 J. M. Connelly ERC Senior Vice 5200 Metcalf President, General Overland Park, KS Counsel and 66202 Secretary, ERC. J. F. Dore ERC Senior Vice 5200 Metcalf President and Chief Overland Park, KS Financial Officer, 66202 ERC. J. W. Levin ERC Senior Vice 5200 Metcalf President and Overland Park, KS Actuary, ERC. 66202 M. E. Miller ERC Senior Vice 233 South Wacker Drive President -- Chicago, IL 60606-6308 Manager, Central Territory, Property- Casualty Division, ERC. H. H. Wood, Jr. ERC Senior Vice 5200 Metcalf President -- Overland Park, KS Manager, Property- 66202 Casualty Division, ERC. J. M. Stalcup ERC Senior Vice 5200 Metcalf President -- Overland Park, KS Manager, Healthcare 66202 Division, ERC. J. L. Woolard ERC Senior Vice 5200 Metcalf President -- Overland Park, KS Manager, Specialty 66202 Division, ERC. 27 SCHEDULE V TO SCHEDULE 13D -------------------------- Information Concerning Transactions in Shares of Common Stock Effected by GE Capital since the filing of Amendment No. 2 to the Schedule 13D -------------------------- The following sales were effected by GE Capital on the New York Stock Exchange, Inc. in ordinary broker's transactions on respective dates indicated at the respective prices per share (excluding brokerage commissions) indicated: No. of Price Aggregate Date Shares Per Share Sale Proceeds --------------- --------------- --------------- --------------- 11/10/92 20,000 $5.00 $100,000 11/11/92 25,000 $5.00 $125,000 11/12/92 10,000 $5.00 $50,000 11/13/92 45,000 $5.00 $225,000 11/18/92 30,000 $5.00 $150,000 11/19/92 3,000 $5.00 $15,000 2/19/93 30,000 $5.00 $150,000 2/22/23 70,000 $5.00 $350,000 2/23/93 160,000 $5.00 $800,000 2/24/93 50,000 $5.00 $250,000 2/24/93 30,000 $5.0625 $151,875 2/25/93 100,000 $5.0625 $506,250 2/26/93 100,000 $5.0625 $506,250 3/16/93 100,000 $5.0625 $506,250 3/17/93 125,000 $5.1875 $648,438 3/18/93 25,000 $5.1875 $129,688 3/19/93 18,000 $5.1875 $93,375 3/19/93 34,375 $5.25 $180,469 3/24/93 500,000 $5.625 $2,812,500 3/25/93 350,000 $5.625 $1,968,750 3/30/93 50,000 $5.75 $287,500 3/31/93 66,000 $5.75 $379,500 4/02/93 30,000 $5.75 $172,500 4/06/93 15,000 $5.625 $84,375 4/07/93 60,000 $5.625 $337,500 4/08/93 10,000 $5.6875 $56,875 4/08/93 10,000 $5.75 $57,500 4/08/93 90,000 $5.8125 $523,125 4/13/93 30,000 $5.75 $172,500 4/14/93 50,000 $5.9375 $296,875 4/16/93 25,000 $5.9375 $148,438 28 No. of Price Aggregate Date Shares Per Share Sale Proceeds --------------- --------------- --------------- --------------- 4/16/93 25,000 $6.00 $150,000 4/16/93 25,000 $6.0625 $151,563 4/19/93 15,000 $6.0625 $90,938 4/19/93 15,000 $6.3125 $94,688 4/20/93 5,000 $6.4375 $32,188 4/21/93 10,000 $6.4375 $64,375 4/21/93 19,000 $6.5625 124,688 --------------- --------------- Total 2,375,375 $12,943,973 29 EXHIBIT INDEX Exhibit No. Description ----------- -------------------------------------------------- Exhibit 1 Assets Purchase Agreement dated as of January 8, 1988 by and between the Company, GE Capital and TIFD IV Inc. (including as exhibits thereto the Certificate of Designation for the Preferred Stock (Exhibit 2.1(b)), the Type A Warrant (Exhibit 2.1(c)), the Type B Warrant (Exhibit 2.1(d)) and the Registration Rights Agreement (Exhibit 10.3)) (previously filed as Exhibit 1 to the Schedule 13D as originally filed with the SEC on February 8, 1988 and not restated electronically herewith pursuant to Rule 13d-2(c) and Rule 101(a)(2)(ii) of Regulation S-T). Exhibit 2 Letter of Authorization from GE authorizing GE Capital to sign this Amendment No. 3 to the Schedule 13D (previously filed as Exhibit 1 to Amendment No. 2 to the Schedule 13D filed with the SEC on September 11, 1990 and not restated electronically herewith pursuant to Rule 13d-2(c) and Rule 101(a)(2)(ii) of Regulation S-T). Exhibit 3 Joint Filing Agreement (filed herewith). 30 EX-3 2 JOINT FILING AGREEMENT EXHIBIT 3 JOINT FILING AGREEMENT ---------------------- This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to beneficial ownership of the undersigned of shares of the Common Stock, par value $.10 per share, of Noble Drilling Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(f)(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: September 10, 1996 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ William D. Strittmatter ------------------------------------ Name: William D. Strittmatter Title: Vice President and Senior Credit Officer GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Brian T. McAnaney ------------------------------------ Name: Brian T. McAnaney Title: Assistant Secretary GENERAL ELECTRIC COMPANY By: GENERAL ELECTRIC CAPITAL CORPORATION, Attorney-in-Fact By: /s/ William D. Strittmatter -------------------------------- Name: William D. Strittmatter Title: Vice President and Senior Credit Officer EMPLOYERS REINSURANCE CORPORATION By: /s/ John M. Connelly ------------------------------------ Name: John M. Connelly Title: Senior Vice President, General Counsel & Secretary 31 HOFS03...:\60\47660\0271\257\SCH7216X.04J -----END PRIVACY-ENHANCED MESSAGE-----