SC 13D 1 sch13d_13796.txt SCHEDULE 13D (K&F INDUSTRIES HOLDINGS, INC.) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 K&F Industries Holdings, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 482241 10 6 -------------------------------------------------------------------------------- (CUSIP Number) Michael M. Pastore, Esq., GE Asset Management Incorporated, -------------------------------------------------------------------------------- 3001 Summer Street, Stamford, Connecticut 06905 (203) 326-2300 Copy to: Joseph A. Smith, Esq., Dewey Ballantine LLP 1301 Avenue of the Americas, New York, New York 10019 (212) 259-8000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 8, 2005 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). ================================================================================ ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 2 OF 31 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) General Electric Pension Trust I.R.S. #14-6015763 ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ------------ ------------------------------------------------------------------- 3 SEC USE ONLY ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [_] ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,793,239* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,793,239 ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,793,239* ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A [_] ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%** ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON EP ================================================================================ * 18,914,397 shares if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ** 51.2% if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 3 OF 31 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GE Asset Management Incorporated I.R.S. #06-1238874 ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ------------ ------------------------------------------------------------------- 3 SEC USE ONLY ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,166,836* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 2,166,836 ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,166,836* ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%** ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, CO ================================================================================ * 18,914,397 shares if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ** 51.2% if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 4 OF 31 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) General Electric Company I.R.S. #14-0689340 ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ------------ ------------------------------------------------------------------- 3 SEC USE ONLY ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [_] ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY Disclaimed (see 11 below) ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH Disclaimed (see 11 below) ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by General Electric Company. ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Disclaimed (see 11 above) ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A (see 11 above). ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 5 OF 31 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Employers Reinsurance Corporation I.R.S. #08-0921045 ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ------------ ------------------------------------------------------------------- 3 SEC USE ONLY ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [_] ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Missouri -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 149,492* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 149,492 ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,492* ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%** ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ * 18,914,397 shares if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ** 51.2% if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 6 OF 31 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) General Electric Insurance Plan Trust I.R.S. #51-0169382 ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] ------------ ------------------------------------------------------------------- 3 SEC USE ONLY ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS OO ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [_] ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 224,105* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 224,105* ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 224,105 ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%** ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON EP ================================================================================ * 18,914,397 shares if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ** 51.2% if aggregated with the shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined in Item 5 of this Statement) share voting power, as detailed in Item 5 of this Statement. ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 7 OF 31 PAGES ===================== ================== ITEM 1. SECURITY AND ISSUER ------- This statement relates to the Common Stock, $.01 par value (the "Common Stock"), of K&F Industries Holdings, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 50 Main Street, White Plains, New York 10606. ITEM 2. IDENTITY AND BACKGROUND ------- This Statement is filed on behalf of General Electric Pension Trust, a New York common law trust ("GEPT"), General Electric Company, a New York corporation ("GE"), Employers Reinsurance Corporation ("ERC"), a Missouri corporation and wholly-owned indirect subsidiary of GE, General Electric Insurance Plan Trust ("GEIPT"), a New York common law trust and GE Asset Management Incorporated, a Delaware corporation ("GEAM") that is a wholly-owned subsidiary of GE and is the investment manager of GEPT, ERC and GEIPT. GEPT, GEAM, GE, ERC and GEIPT are sometimes referred to herein individually as a "Reporting Person" and collectively reported hereunder as the "Reporting Persons." GE expressly disclaims beneficial ownership of any Common Stock and expressly disclaims that it is a member of a "group" as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Rule 13d-5(b)(1) thereunder. The Reporting Persons have entered into that certain Joint Filing Agreement, dated as of August 25, 2005 (the "Joint Filing Agreement"), whereby the Reporting Persons each agreed to file this Statement jointly with the Securities and Exchange Commission (the "SEC") pursuant to Rule 13d-1(k)(1) under the Exchange Act. The Joint Filing Agreement is attached hereto as Schedule I. ITEMS 2(a), (b), (c). --------------------- GEPT is an employee benefit plan for the benefit of employees of GE and its subsidiaries. GEAM, a wholly owned subsidiary of GE, is a registered investment adviser and acts as investment manager of GEPT, and may be deemed to be the beneficial owner of 1,793,239 shares of Common Stock beneficially owned by GEPT. The address of the principal offices of GEPT and GEAM is 3001 Summer Street, Stamford, Connecticut 06905. GE is a corporation and engages in providing a wide variety of industrial, commercial and consumer products and services. GE has its principal executive offices at 3135 Easton Turnpike, Fairfield Connecticut 06828. ERC is a corporation and wholly-owned indirect subsidiary of GE. ERC and its affiliates are engaged in the business of marketing, issuing, underwriting, selling and administering property and casualty insurance and reinsurance products and services and life and health reinsurance products and services. GEAM acts as investment manager of ERC and may be deemed to be the beneficial owner of 149,492 shares of Common Stock beneficially owned by ERC. The address of the principal offices of ERC is 5200 Metcalf Avenue, Overland Park, Kansas 66202. GEIPT is a welfare plan trust for the benefit of the employees of GE and its subsidiaries. GEAM acts as investment manager of GEIPT and may be deemed to be the beneficial owner of 224,105 shares of Common ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 8 OF 31 PAGES ===================== ================== Stock beneficially owned by GEIPT. The address of the principal offices of GEIPT is 3001 Summer Street, Stamford, Connecticut 06905. For information with respect to the identity and background of each (i) trustee of GEPT, see Schedule II attached hereto, (ii) director and executive officer of GEAM, see Schedule III attached hereto, (iii) director and executive officer of GE, see Schedule IV attached hereto, (iv) director and executive officer of ERC, see Schedule V attached hereto, and (iv) trustee of GEIPT, see Schedule VI attached hereto. ITEMS 2(d), (e). ---------------- During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules II through VI has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a 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. ITEM 2(f). ---------- All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedules II through VI are United States citizens, except that C.X. Gonzalez, a director of GE, is a citizen of Mexico, Andrea Jung, a director of GE, is a citizen of Canada, Ferdinando Beccalli, an executive officer of GE, is a citizen of Italy, Sir William Castell, a director of GE and an executive officer of GE, is a citizen of the United Kingdom, Shane Fitzsimons, an executive officer of GE, is a citizen of Ireland, Yoshiaki Fujimori, an executive officer of GE, is a citizen of Japan, Dan O'Connor, an executive officer of GE, is a citizen of Ireland, Mark Elborne, a director and executive officer of ERC, is a citizen of the United Kingdom, and Samira Barakat, a director and executive officer of ERC, is a citizen of Egypt. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION ------- The Reporting Persons acquired the securities reflected herein using available cash. ITEM 4. PURPOSE OF TRANSACTION ------- GEPT, ERC and GEIPT acquired the Common Stock as an investment, in the regular course of business. GEAM, in its capacity as investment manager for GEPT, ERC and GEIPT, intends to review on a continuing basis GEPT's, ERC's and GEIPT's investment in the Issuer and may decide to increase or decrease such investments in the Issuer depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to GEPT, ERC or GEIPT, general stock market and economic conditions, tax considerations and other factors. Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans). ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 9 OF 31 PAGES ===================== ================== ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------- ITEMS 5(a), (b). ---------------- Pursuant to the Securityholders Agreement (as defined below), certain holders of shares of Common Stock have granted an irrevocable proxy to each of the Aurora Partnerships (AEPII, AOEPII, AEPIII and AOEPIII), subject to certain exceptions. Other holders (including GEPT, ERC and GEIPT) have agreed to vote their shares of Common Stock in the same manner as such Aurora Partnerships vote their shares, subject to certain exceptions. As a result of the Securityholders Agreement, GEPT, ERC and GEIPT may be deemed to be part of a group with the Aurora Partnerships, Crowell (defined below), Parsky (defined below), Mapes (defined below), Mr. Frederick J. Elsea, III, and Mr. Richard K. Roeder. In addition, since GEAM may be deemed to be the beneficial owner of the shares of Common Stock owned of record by GEPT, ERC and GEIPT as described in Items 2(a), (b), (c), as a result of the Securityholders Agreement, GEAM may also be deemed to be part of a group with the Aurora Partnerships, Crowell, Parsky, Mapes, Mr. Frederick J. Elsea, III, and Mr. Richard K. Roeder. According to the Aurora Partnerships' Schedule 13D, filed with the Commission on August 18, 2005, 8,544,851 shares of Common Stock outstanding as of that date (the "Aurora Outstanding Voting Shares") are subject to the Securityholders Agreement. In addition, according to the Aurora Partnerships' Schedule 13D, certain holders of options have granted similar rights to such Aurora Partnerships with respect to the shares covered by their options. As stated in the Aurora Partnerships' Schedule 13-D, as of August 18, 2005, options to purchase 28,530 shares of Common Stock (the "Aurora Option Voting Shares," and, together with the Aurora Outstanding Voting Shares, the "Aurora Voting Shares") were exercisable within 60 days and thus beneficially owned by the Aurora Partnerships. The number of shares of Common Stock as to which the Aurora Partnerships have sole or shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition is detailed in the Aurora Partnerships' Schedule 13D filed with the Commission on August 18, 2005. According to the Aurora Partnerships' Schedule 13D*: (1) Aurora Equity Partners II L.P. ("AEPII"), may be deemed to beneficially own 11,522,922 shares of Common Stock. Of this amount, 2,949,541 shares are owned of record by AEPII and AEPII has sole voting and dispositive power over such shares. The remaining 8,573,381 shares consist of Aurora Voting Shares, as to which AEPII has shared voting power. The 11,522,922 shares of Common Stock represent approximately 31.2% of the total outstanding shares of Common Stock. Aurora Capital Partners II ("ACPII") and Aurora Advisors II LLC ("AAII") may be deemed to beneficially own the same securities. AEPII is a Delaware limited partnership which principal business is that of a private investment partnership located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024. The general partner of AEPII is ACPII whose general partner is AAII. __________ * According to the Aurora Partnerships' Schedule 13D, when percentage figures are stated for Aurora Partnerships who are the beneficiaries of the Aurora Option Voting Shares, such Aurora Option Voting Shares are reflected in the number of total outstanding shares of Common Stock. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 10 OF 31 PAGES ===================== =================== (2) Aurora Overseas Equity Partners II, L.P. ("AOEPII"), may be deemed to beneficially own 8,612,616 shares of Common Stock. Of this amount, 39,235 are owned of record by AOEPII and AOEPII has sole voting and dispositive power over such shares. The remaining 8,573,381 shares consist of Aurora Voting Shares, as to which AOEPII has shared voting power. The 8,612,616 shares of Common Stock represent approximately 23.3% of the total outstanding shares of Common Stock. Aurora Overseas Capital Partners II ("AOCPII") and Aurora Overseas Advisors II, LDC ("AOAII") may be deemed to beneficially own the same securities. AOEPII is a Cayman Islands exempted limited partnership which principal business is that of a private investment partnership located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I. The general partner of AOEPII is AOCPII whose general partner is AOAII. (3) Aurora Equity Partners III L.P. ("AEPIII"), may be deemed to beneficially own 15,829,994 shares of Common Stock. Of this amount, 7,256,613 shares are owned of record by AEPIII and AEPIII has sole voting and dispositive power over such shares. The remaining 8,573,381 shares consist of Aurora Voting Shares, as to which AEPIII has shared voting power. The 15,829,994 shares of Common Stock represent approximately 42.9% of the total outstanding shares of Common Stock. Aurora Capital Partners III ("ACPIII") and Aurora Advisors III LLC ("AAIII") may be deemed to beneficially own the same securities, provided that AAIII also has sole dispositive power, in its capacity as general partner of K&F Equity Partners ("KFE"), over 240,065 shares, all of which are Aurora Voting Shares. AEPIII is a Delaware limited partnership which principal business is that of a private investment partnership located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024. The general partner of AEPIII is ACPIII, whose general partner is AAIII. (4) Aurora Overseas Equity Partners III, L.P. ("AOEPIII") may be deemed to beneficially own 8,669,008 shares of Common Stock. Of this amount, 95,627 are owned of record by AOEPIII and AOEPIII has sole voting and dispositive power over such shares. The remaining 8,573,381 shares consist of Aurora Voting Shares, as to which AOEPIII has shared voting power. The 8,669,008 shares of Common Stock represent approximately 23.5% of the total outstanding shares of Common Stock. Aurora Overseas Capital Partners III, L.P. ("AOCPIII") and Aurora Overseas Advisors III, LDC ("AOAIII") may be deemed to beneficially own the same securities. AOEPIII is a Cayman Islands exempted limited partnership which principal business is that of a private investment partnership located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I. The general partner of AOEPIII is AOCPIII, whose general partner is AOAIII. (5) Each of Crowell (defined below), Parsky (defined below) and Mapes (defined below) may be deemed to beneficially own 18,914,397 shares of Common Stock. Of this amount, 10,341,016 shares are owned of record by the Aurora Partnerships and 240,065 shares are owned of record by KFE. Crowell, Parsky and Mapes have shared voting and dispositive power over such shares. Also included in the 18,914,397 shares are 8,573,381 Aurora Voting Shares (inclusive of the 240,065 KFE shares), as to which Crowell, Parsky and Mapes have shared voting power. The 18,914,397 shares of Common Stock represent approximately 51.2% of the total outstanding shares of Common Stock. (6) Richard R. Crowell ("Crowell") has sole dispositive power over 79,268 shares of Common Stock. Of such shares, 62,776 shares are held in family trusts and 16,492 shares are held in an ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 11 OF 31 PAGES ===================== =================== investment retirement account for Crowell. All of these shares constitute Aurora Voting Shares. Crowell is a United States citizen whose primary occupation is as a managing director of the investment firm Aurora Capital Group ("ACG ") located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024. Crowell, in his various capacities related to the Aurora Partnerships, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by the Aurora Partnerships. (7) Gerald L. Parsky ("Parsky") has sole dispositive power over 79,268 shares of Common Stock. Of such shares, 38,304 shares are held by Century City 1800 Partnership L.P., a limited partnership controlled by Parsky, 23,009 shares are held in an investment retirement account for Parsky and 17,955 shares are held in a family trust. All of these shares constitute Aurora Voting Shares. Parsky is a United States citizen whose primary occupation is as a managing director of the investment firm ACG located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024. Parsky in his various capacities related to the Aurora Partnerships, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by the Aurora Partnerships. (8) John T. Mapes ("Mapes") has sole dispositive power over 8,379 shares of Common Stock held in an investment retirement account for Mapes. All of these shares constitute Aurora Voting Shares. Mapes is a United States citizen whose primary occupation is as a managing director of the investment firm ACG located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024. Mapes, in his various capacities related to the Aurora Partnerships, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by the Aurora Partnerships. (9) Mr. Frederick J. Elsea, III, Chief Financial Officer of Aurora Advisors Inc. ("AAI"), may be deemed to beneficially own 2,926 shares of Common Stock, all of which are owned of record by KFE. Mr. Elsea has shared voting and dispositive power with respect to such shares of Common Stock. All of these shares constitute Aurora Voting Shares, and represent less than 0.1% of the total outstanding shares of Common Stock. (10) Mr. Richard K. Roeder, Assistant Secretary of AAI, may be deemed to beneficially own 60,416 shares of Common Stock. Of such shares, 9,775 shares are held by AEPII, 20,716 shares are held by AEPIII and 29,925 shares are owned of record by Mr. Roeder. Mr. Roeder has shared voting and dispositive power with respect to the shares of Common Stock held by AEPII and AEPIII and has sole dispositive power and shared voting power with respect to the 29,925 shares owned of record by Mr. Roeder. All of these shares constitute Aurora Voting Shares, and represent less than 0.2% of the total outstanding shares of Common Stock. Of the 18,914,397 (51.2%) shares of Common Stock with respect to which the Aurora Partnerships share voting power, 1,793,239 (4.9%) shares are owned of record by GEPT, 149,492 (0.4%) shares are owned of record by ERC and 224,105 (0.6%) shares are owned of record by GEIPT. GEAM acts as investment manager of GEPT, ERC and GEIPT and may be deemed to be the beneficial owner of all such shares owned of record by GEPT, ERC and GEIPT. GEPT, ERC, GEIPT, GEAM and the Aurora Partnerships, Crowell, Parsky and Mapes (each as defined below) share voting power over such ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 12 OF 31 PAGES ===================== =================== shares owned of record by GEPT, ERC and GEIPT. GEPT, ERC and GEIPT disclaim beneficial ownership of the remaining 16,747,561 (45.4%) shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes share voting power. GEPT expressly disclaims beneficial ownership of the 149,492 (0.4%) shares owned of record by ERC and the 224,105 (0.6%) shares owned of record by GEIPT. ERC expressly disclaims beneficial ownership of the 1,793,239 (4.9%) shares owned of record by GEPT and the 224,105 (0.6%) shares owned of record by GEIPT. GEIPT expressly disclaims ownership of the 1,793,239 (4.9%) shares owned of record by GEPT and the 149,492 (0.4%) shares owned of record by ERC. GE expressly disclaims beneficial ownership of any Common Stock and expressly disclaims that it is a member of a "group" as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Rule 13d-5(b)(1) thereunder. ITEM 5(c). ---------- No Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules II through VI, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding sixty days. ITEM 5(d). ---------- No other person except for the Reporting Persons is known to have the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons and covered by this Statement. ITEM 5(e). ---------- Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO ------- SECURITIES OF THE ISSUER Securityholders Agreement. AEPII, AOEPI, AEPIII, AOEPIII, KFE, GEPT, ERC and GEIPT are parties to that certain Securityholders Agreement, dated as of November 18, 2004, among K&F Industries Holdings, Inc. and certain of its stockholders, optionholders and warrantholders (as amended to date, the "Securityholders Agreement"). Each of the securityholders party to the Securityholders Agreement (other than the Aurora Partnerships and certain co-investors, including GEPT, ERC and GEIPT) have granted an irrevocable proxy to each of the Aurora Partnerships, each of which may act alone to exercise such proxy except in certain limited circumstances. With certain limited exceptions, each co-investor (including GEPT, ERC and GEIPT) has agreed to vote its shares of Common Stock in the same manner as the Aurora Partnerships vote their respective shares of Common Stock. Shares of Common Stock are to be released from the proxy when they are no longer owned by the securityholder party to the Securityholders Agreement or its permitted transferee or any other person that is bound by the terms of the Securityholders Agreement. Each of the securityholders party to the Securityholders Agreement has agreed that, without the consent of a majority in interest of the Aurora Partnerships, it will not transfer any of the Issuer's Common Stock that ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 13 OF 31 PAGES ===================== =================== would exceed the lesser of the volume limitations set forth in clauses (i), (ii) or (iii) of Rule 144(e)(1) of the Securities Act, regardless of whether such transfer or such securities are otherwise subject to Rule 144. In addition, each of the stockholders party to the Securityholders Agreement has entered into a "lock-up" agreement in connection with the Issuer's initial public offering in which each such stockholder has agreed not to dispose of any shares of Common Stock for the 180-day period following the date of the Issuer's initial public offering. All stockholders who are parties to the Securityholders Agreement are entitled to certain "piggy-back" registration rights with respect to shares of the Issuer's Common Stock. In addition, at any time after 6 months following the Issuer's initial public offering, any holder or holders of more than 10% of the outstanding shares of the Issuer's Common Stock shall be entitled to demand the registration of their shares, subject to customary restrictions. The Issuer will bear all expenses incident to any such registrations, including the fees and expenses of a single counsel retained by the selling stockholders; however, each selling stockholder will be responsible for the underwriting discounts and commissions and transfer taxes in connection with shares sold by such stockholder. Each selling stockholder and the underwriters through whom shares are sold on behalf of a selling stockholder will be entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act. The foregoing summary of the Securityholders Agreement is qualified in its entirety by reference to the Securityholders Agreement (including all amendments thereto), copies of which are included as exhibits hereto and incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS ------- Exhibit 1 Securityholders Agreement, dated as of November 18, 2004, among K&F Industries Holdings, Inc. and certain of its Stockholders, Optionholders and Warrantholders, incorporated herein by reference to Exhibit 10.21 to the Issuer's Registration Statement on Form S-4 (File No. 333-124870), filed with the Commission on May 12, 2005. Exhibit 2 Amendment No. 1, dated as of December 27, 2004, to Securityholders Agreement among K&F Industries Holdings, Inc. and certain of its Stockholders, Optionholders and Warrantholders, incorporated herein by reference to Exhibit 10.22 to the Issuer's Registration Statement on Form S-4 (File No. 333-124870), filed with the Commission on May 12, 2005. Exhibit 3 Amendment No. 2, dated as of April 27, 2005, to Securityholders Agreement among K&F Industries Holdings, Inc. and certain of its Stockholders, Optionholders and Warrantholders, incorporated herein by reference to Exhibit 10.25 to the Issuer's Registration Statement on Form S-4 (File No. 333-124870), filed with the Commission on May 12, 2005. Exhibit 4 Joint Filing Agreement by and among GEPT, GEAM, GE, ERC and GEIPT dated August 25, 2005. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 14 OF 31 PAGES ===================== =================== SIGNATURE --------- After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: August 25, 2005 GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Daniel L. Furman -------------------------------------- Name: Daniel L. Furman Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Daniel L. Furman -------------------------------------- Name: Daniel L. Furman Title: Vice President GENERAL ELECTRIC COMPANY By: /s/ John H. Myers -------------------------------------- Name: John H. Myers Title: Vice President EMPLOYERS REINSURANCE CORPORATION By: /s/ Thomas M. Powers -------------------------------------- Name: Thomas M. Powers Title: Chief Investment Officer GENERAL ELECTRIC INSURANCE PLAN TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Daniel L. Furman -------------------------------------- Name: Daniel L. Furman Title: Vice President ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 15 OF 31 PAGES ===================== =================== Schedule I JOINT FILING AGREEMENT ---------------------- The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of K&F Industries Holdings, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: August 25, 2005 GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Daniel L. Furman -------------------------------------- Name: Daniel L. Furman Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Daniel L. Furman -------------------------------------- Name: Daniel L. Furman Title: Vice President GENERAL ELECTRIC COMPANY By: /s/ John H. Myers -------------------------------------- Name: John H. Myers Title: Vice President EMPLOYERS REINSURANCE CORPORATION By: /s/ Thomas M. Powers -------------------------------------- Name: Thomas M. Powers Title: Chief Investment Officer GENERAL ELECTRIC INSURANCE PLAN TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Daniel L. Furman -------------------------------------- Name: Daniel L. Furman Title: Vice President ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 16 OF 31 PAGES ===================== =================== Schedule II GENERAL ELECTRIC PENSION TRUST ------------------------------ The business address of each of the persons listed below is 3001 Summer Street, Stamford, Connecticut 06905. Trustees Present Principal Occupation -------- ---------------------------- David B. Carlson Executive Vice President of GEAM and Trustee of GEPT and GEIPT Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT and GEIPT Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT and GEIPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT and GEIPT Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT and GEIPT John H. Myers Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT and GEIPT Judith A. Studer Senior Vice President - International Equity Portfolios and Trustee of GEPT and GEIPT Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT and GEIPT John J. Walker Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT and GEIPT Citizenship of All Trustees --------------------------- U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 17 OF 31 PAGES ===================== =================== Schedule III GE ASSET MANAGEMENT INCORPORATED -------------------------------- The business address of each of the persons listed below is 3001 Summer Street, Stamford, Connecticut 06905. Directors Present Principal Occupation --------- ---------------------------- David B. Carlson Executive Vice President of GEAM and Trustee of GEPT and GEIPT Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT and GEIPT Pamela K. Halligan Vice President - Human Resources of GEAM Kathryn D. Karlic Executive Vice President of GEAM Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT and GEIPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT and GEIPT Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT and GEIPT John H. Myers Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT Anthony J. Sirabella Senior Vice President - Chief Information Officer of GEAM Judith A. Studer Senior Vice President - International Equity Portfolios and Trustee of GEPT and GEIPT Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT and GEIPT John J. Walker Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT and GEIPT Citizenship of all Directors ---------------------------- U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 18 OF 31 PAGES ===================== =================== Executive Officers Present Principal Occupation ------------------ ---------------------------- John H. Myers President and Chief Executive Officer David B. Carlson Executive Vice President - Domestic Equity Investments Michael J. Cosgrove Executive Vice President - Chief Marketing Officer Kathryn D. Karlic Executive Vice President - Fixed Income Ralph R. Layman Executive Vice President - International Equity Investments Alan M. Lewis Executive Vice President - General Counsel and Secretary Robert A. MacDougall Executive Vice President - Fixed Income Donald W. Torey Executive Vice President - Real Estate and Private Equities John J. Walker Executive Vice President - Chief Financial Officer Anthony J. Sirabella Senior Vice President - Chief Information Officer Pamela K. Halligan Vice President - Human Resources William F. Ruoff, III Vice President - Quality Greg O. Bouleris Senior Vice President - Fixed Income Stephen N. DeVos Senior Vice President - Fixed Income Thomas M. Powers Senior Vice President - Fixed Income Paul M. Colonna Senior Vice President - Fixed Income William M. Healey Senior Vice President - Fixed Income Mark R. Delaney Senior Vice President - Fixed Income Gregory B. Hartch Senior Vice President - Fixed Income Gregory W. Fletcher Vice President - Fixed Income Finance Kathleen S. Brooks Vice President - Fixed Income Vita-Marie Pike Vice President - Fixed Income Eric H. Gould Vice President - Fixed Income Craig M. Enright Vice President - Fixed Income Thomas D. Mockler Vice President - Fixed Income Brad G. Postema Vice President - Fixed Income Alfredo Chang Vice President - Fixed Income Frederick W. Jackson Vice President - Fixed Income Mark H. Johnson Vice President - Fixed Income ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 19 OF 31 PAGES ===================== =================== Don J. Duncan Vice President - Money Market Investments Michael J. Caufield Senior Vice President - Fixed Income Craig M. Varrelman Vice President - Fixed Income Product Manager Brian Hopkinson Senior Vice President - International Equity Portfolios Daizo Motoyoshi Senior Vice President - International Equity Portfolios Michael J. Solecki Senior Vice President - International Equity Portfolios Judith A. Studer Senior Vice President - International Equity Portfolios T. Brent Jones Vice President - International Equity Portfolios Ping Zhou Vice President - International Equity Portfolios Robert A. Jasminiski Vice President - International Equity Portfolios Paul Nestro Vice President - International Equity Portfolios Conrad Saldanha Vice President - International Equity Portfolios Makoto F. Sumino Vice President - International Equity Portfolios Philip A. Riordan Senior Vice President - Real Estate B. Bradford Barrett Vice President - Real Estate Robert P. Gigliotti Vice President - Real Estate Gerald Karr Vice President - Real Estate James M. Mara Senior Vice President - International Private Equities Andreas T. Hildebrand Vice President - Private Equities Patrick J. McNeela Vice President - Private Equities James Mitchell, Jr Vice President - Private Equities Paolo G. M. Simonato Vice President--International Private Equities David W. Wiederecht Vice President - Private Equities Christopher D. Brown Senior Vice President - Equity Portfolios Damian J. Maroun Senior Vice President - Equity Trading Paul C. Reinhardt Senior Vice President - Equity Portfolios Nancy A. Ward Senior Vice President - Equity Portfolios Richard L. Sanderson Senior Vice President - Equity Research Diane M. Wehner Senior Vice President - Equity Portfolios George A. Bicher Vice President - Equity Investments ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 20 OF 31 PAGES ===================== =================== Clemence C. Garcia Vice President - Equity Investments Gerald L. Igou Vice President - Equity Investments Michael Isakov Vice President - Equity Investments Sandra J. O'Keefe Vice President - Equity Investments John H. Schaetzl Vice President - Equity Investments Christopher J. Sierakowski Vice President - Equity Investments Charles F. Stuart Vice President - Equity Investments Steven M. Fierstein Vice President - Equity Investments Thomas R. Lincoln Vice President - Equity Portfolios Anthony J. Mariani Vice President - Equity Investments Walter P. Ruane Vice President - Equity Investments Ravi K. Pamnani Vice President - Equity Investments John T. Boyce Senior Vice President - Institutional Investments Joseph M. Connors Senior Vice President - Operations Barbara Regan Senior Vice President - Marketing Michelle Fang Vice President - Product Management Mary R. Stone Vice President - Trade Operations Gareth J. Davies Vice President - Risk Management Tiffany Hanisch Vice President - Financial Planning & Analysis Lowell E. Haims Vice President - Controller Jane E. Hackney Vice President - Equity Portfolio Management Erica K. Jacobson Vice President - Client Portfolio Management Dory S. Black Vice President - Assoc. Gen. Counsel & Asst. Secretary Christopher J. Costello Vice President--Assoc. Gen. Counsel & Asst. Secretary Daniel L. Furman Vice President - Assoc. Gen. Counsel Private Equities & Asst. Secretary Leanne R. Dunn Vice President - Assoc. Gen. Counsel Real Estate & Asst. Secretary Jeanne M. La Porta Vice President - Assoc. Gen. Counsel & Asst. Secretary Michael M. Pastore Vice President - Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Sec. George N. Sapio Vice President - Assoc. Gen. Counsel & Asst. Secretary Scott A. Silberstein Vice President - Assoc. Gen. Counsel & Asst. Secretary Matthew J. Simpson Senior Vice President, Gen. Counsel - Investment Services & Asst. Secretary Charles I. Middleton Vice President - Tax Counsel Citizenship of all Executive Officers ------------------------------------- U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 21 OF 31 PAGES ===================== =================== Schedule IV GENERAL ELECTRIC COMPANY ------------------------ The names and principal occupations of the Directors of General Electric Company are as follows:
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.I. Cash, Jr. General Electric Company Former Professor of Business 3135 Easton Turnpike Administration-Graduate Fairfield, CT 06828 School of Business Administration, Harvard University Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Chalfont St. Giles Electric Company; President and HP8 4SP Great Britain CEO, GE Healthcare D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06828 Electric Company; Chairman, General Electric Capital Services, Inc. A.M. Fudge Young & Rubicam, Inc. Chairman and Chief 285 Madison Avenue Executive Officer, New York, NY 10017 Young & Rubicam, Inc. C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico J.R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06828 Officer, General Electric Company A. Jung Avon Products, Inc. Chairman and Chief 1345 Avenue of the Americas Executive Officer, New York, NY 10105 Avon Products, Inc.
===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 22 OF 31 PAGES ===================== ===================
A.G. Lafley The Procter & Gamble Company Chairman of the Board, President 1 Procter & Gamble Plaza and Chief Executive Cincinnati, Oh 45202-3315 The Procter & Gamble Company R.W. Lane Deere & Company Chairman and Chief One John Deere Place Executive Officer Moline, Illinois 61265 Deere & Company R.S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer Suite 200 New Brunswick, NJ 08901 R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer New York, NY 10019-7316 S. Nunn Sam Nunn School of Retired Partner International Affairs King & Spalding Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318 R.S. Penske Penske Corporation Chairman of the Board 2555 Telegraph Road and President, Penske Bloomfield Hills, MI 48302-0954 Corporation R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean Cornell University and Professor of Accounting 207 Sage Hall Ithaca, NY 14853-6201 D.A. Warner III J. P. Morgan Chase & Co., Former Chairman of the Board The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York 270 Park Avenue New York, NY 10154 R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc.
Citizenship ----------- Sir William Castell United Kingdom Claudio X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 23 OF 31 PAGES ===================== =================== The names and principal occupations of the officers of General Electric Company are as follows:
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.R. Immelt General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06828 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06828 F. Beccalli General Electric Company Senior Vice President - 3135 Easton Turnpike GE Europe Fairfield, CT 06828 C. T. Begley General Electric Company Senior Vice President - 2901 East Lake Road GE Rail Erie, PA 16531 M. W. Begor General Electric Company Senior Vice President 1600 Summer Street Consumer Finance Stamford, CT 06927 P.T. Bossidy General Electric Company Senior Vice President 44 Old Ridgebury Road Commercial Financial Service Danbury, CT 06810 Leasing D.L. Calhoun General Electric Company Vice Chairman of General 1 Neumann Way Electric Company; President Cincinnati, OH 05215 & CEO. GE Infrastructure J.P. Campbell General Electric Company Senior Vice President - Appliance Park GE Consumer & Industrial Louisville, KY 40225 W. H. Cary General Electric Company Vice President - 3135 Easton Turnpike Investor Communications Fairfield, CT 06828 K.A. Cassidy General Electric Company Vice President and 201 High Ridge Road GE Treasurer Stamford, CT 06905-3417
===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 24 OF 31 PAGES ===================== ===================
Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Chalfont St. Giles Electric Company; President and HP8 4SP Great Britain CEO, GE Healthcare W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 P. Daley General Electric Company Vice President - 3135 Easton Turnpike Corporate Business Fairfield, CT 06828 Development D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06828 Electric Company; Chairman, General Electric Capital Services, Inc. B.B. Denniston III General Electric Company Vice President and 3135 Easton Turnpike General Counsel Fairfield, CT 06828 S.C. Donnelly General Electric Company Senior Vice President - One Research Circle GE Global Research Niskayuna, NY 12309 S. Fitzsimons General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06828 and Analysis Y. Fujimori General Electric Company Senior Vice President - 21 Mita 1-chome GE Asia Meguro-ku 3d Floor Alto Tokyo, Japan 153-0062 A.H. Harper General Electric Company Senior Vice President - 260 Long Ridge Road GE Equipment Services Stamford, CT 06927 B.W. Heineman, Jr. General Electric Company Senior Vice President, Law 3135 Easton Turnpike and Public Affairs Fairfield, CT 06828 J.M. Hogan General Electric Company Senior Vice President - P.O. Box 414 GE Healthcare Milwaukee, WI 53201
===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 25 OF 31 PAGES ===================== ===================
J. Krenicki General Electric Company Senior Vice President - 1 Plastics Avenue GE Advanced Materials Pittsfield, MA 01201 M.A. Neal General Electric Company Vice Chairman of General 260 Long Ridge Road Electric Company; President Stamford, CT 06927 & CEO. GE Commercial Financial Services D.R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 D. O'Connor General Electric Company Senior Vice President Woodchester House Consumer Finance - Europe Golden Lake Dublin 8 Dublin 8 IRE J.A. Parke General Electric Company Senior Vice President - 260 Long Ridge Road General Electric Company Stamford, CT 06927 Vice Chairman, GE Capital Corporation M.E. Pralle General Electric Company Senior Vice President 292 Long Ridge Road Commercial Financial Services - Stamford, CT 06927 Real Estate R.R. Pressman General Electric Company Senior Vice President - 9201 State Line Employers Reinsurance Kansas City, KS, 64114-3234 Corporation G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06828 J.G. Rice General Electric Company Vice Chairman of General 4200 Wildwood Parkway Electric Company; President Atlanta, GA 30339 & CEO. GE Industrial K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06828
===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 26 OF 31 PAGES ===================== ===================
L.G. Trotter General Electric Company Senior Vice President - Appliance Park GE Consumer and Industrial Louisville, KY 40225 W.A. Woodburn General Electric Company Senior Vice President - 187 Danbury Road GE Infrastructure Wilton, CT 06897 R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc.
Citizenship ----------- Ferdinando Beccalli Italy Sir William Castell United Kingdom Shane Fitzsimons Ireland Dan O'Connor Ireland Yoshiaki Fujimori Japan All Others U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 27 OF 31 PAGES ===================== =================== Schedule V EMPLOYERS REINSURANCE CORPORATION --------------------------------- The business address of each of the persons listed below is c/o Employers Reinsurance Corporation, 5200 Metcalf Avenue, Overland Park, KS 66202-1296. Directors Present Principal Occupation --------- ---------------------------- John Attey Senior Vice President Samira Barakat Senior Vice President Mark Elborne Executive Vice President, General Counsel & Secretary John Narvell Senior Vice President & Chief Actuary Jeanne Mason Senior Vice President Marc Meiches Executive Vice President Ronald Pressman Chairman of the Board, President & Chief Executive Officer Rick Smith Executive Vice President Bill Steilen Senior Vice President - Finance Citizenship of all Directors ---------------------------- Mark Elborne United Kingdom Samira Barakat Egypt All Others U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 28 OF 31 PAGES ===================== =================== Officers Present Principal Occupation -------- ---------------------------- Pressman, Ronald R. Chairman of the Board, President & Chief Executive Officer Elborne, Mark E.M. Executive Vice President, General Counsel & Secretary Meiches, Marc A. Executive Vice President Smith, Richard F. Executive Vice President Agar, Richard K. Senior Vice President Attey, John W. Senior Vice President Barakat, Samira Senior Vice President Davison, Dean H. Senior Vice President Mason, Jeanne K. Senior Vice President Narvell, John C. Senior Vice President & Chief Actuary O'Donnell, William J. III Senior Vice President Royals, Robin C. Senior Vice President Steilen, William J. Senior Vice President - Finance Sterneck, Robin P. Senior Vice President Wright, Shane M. Senior Vice President & Chief Financial Officer Atkinson, Roger A. Vice President & Chief Reserving Actuary, Commercial Insurance Bachelor, Alex B. Vice President & Associate General Counsel Baker, Kathryn J. Vice President & Associate General Counsel Bassi, David Vice President Barry, Richard Vice President Borst, Peter N. Vice President ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 29 OF 31 PAGES ===================== =================== Bradley-Coar, Alfreda Vice President Brandt, Kenneth W. Vice President Brightwell, Ethel M. Vice President Brownfield, Richard S. Vice President Carroll, Timothy W. Vice President Cole, James L. Vice President Cooper, Jeffrey J. Vice President Don, Irwin Vice President Donnell, William E. Vice President Dunigan, Clifford E. Vice President Filsinger, Dale E. Vice President & Chief Reserving Actuary, Life Franklin, Darrell E. Vice President Frye, John Vice President Haake, Charles W. Vice President Hill, Anthony D. Vice President Hunter-Blank, Lawrence D. Vice President Jacobs, Philip M. Vice President - Taxes Johnson, Paul T. Vice President Jones, Robert A. Vice President Kehrwald, Frank J. Vice President & Associate General Counsel Kelner, Steven A. Vice President & Chief Reserving Actuary, Global P&C Lineberger, Brian K. Vice President ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 30 OF 31 PAGES ===================== =================== Mormino, Anthony J. Vice President Newkirk, David G. Vice President & Associate General Counsel Nickerson, Peter R. Vice President O'Brien, Duncan Vice President Pachyn, Karen A. Vice President Peduto, Robert M. Vice President Peters, Ronald D. Vice President - Ratings and Capital Management Pomeroy, Glenn A. Vice President & Associate General Counsel Powers, Thomas M. Vice President Robertson, Andrew G. Vice President Robson, K. Grant Vice President Ryder, Alan Vice President Smith, Thomas A. Vice President Spicer, Bret A. Vice President Thompson, Ann Vice President, Associate General Counsel & Asst. Sec. Tom, Darlene P. Vice President Wolfe, Tina M. Vice President Zahnd, Craig C. Vice President & Associate General Counsel Holferty, Kenneth J. Treasurer Krogull, Kurt Controller Citizenship of all Officers --------------------------- Mark Elborne United Kingdom Samira Barakat Egypt All Others U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 31 OF 31 PAGES ===================== =================== GENERAL ELECTRIC INSURANCE PLAN TRUST ------------------------------------- The business address of each of the persons listed below is 3001 Summer Street, Stamford, Connecticut 06905. Trustees Present Principal Occupation -------- ---------------------------- David B. Carlson Executive Vice President of GEAM and Trustee of GEPT and GEIPT Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT and GEIPT Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT and GEIPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT and GEIPT Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT and GEIPT John H. Myers Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT and GEIPT Judith A. Studer Senior Vice President - International Equity Portfolios and Trustee of GEPT and GEIPT Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT and GEIPT John J. Walker Executive Vice President - Chief Financial Officer of GEAM and Trustee of GEPT and GEIPT Citizenship of All Trustees --------------------------- U.S.A.