-----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, CddCqucMiKYAxZMwxTcy2ERIFHNpyi2Gufhdv905oZ6l/TTljv/q2i2ViCHdCWdM ewmF2QoTL1GVoI+vqxiIZg== 0001072613-05-002307.txt : 20051005 0001072613-05-002307.hdr.sgml : 20051005 20051005171618 ACCESSION NUMBER: 0001072613-05-002307 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051005 DATE AS OF CHANGE: 20051005 GROUP MEMBERS: EMPLOYERS REINSURANCE CORPORATION GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: GENERAL ELECTRIC INSURANCE PLAN TRUST GROUP MEMBERS: GENERAL ELECTRIC PENSION TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K&F Industries Holdings, Inc. CENTRAL INDEX KEY: 0001310663 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 201844325 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80927 FILM NUMBER: 051125661 BUSINESS ADDRESS: STREET 1: 50 MAIN STREET STREET 2: 4TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 914-448-2700 MAIL ADDRESS: STREET 1: 50 MAIN STREET STREET 2: 4TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 FORMER COMPANY: FORMER CONFORMED NAME: K&F PARENT INC DATE OF NAME CHANGE: 20041203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: G E ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000936839 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061238874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3003 SUMMER STREET STREET 2: P O BOX 7900 CITY: STAMFORD STATE: CT ZIP: 06904-7900 BUSINESS PHONE: 2033262300 FORMER COMPANY: FORMER CONFORMED NAME: G E INVESTMENT MANAGEMENT INC DATE OF NAME CHANGE: 19950203 SC 13D/A 1 sch13da_13871.txt G E ASSET MANAGEMENT INC. SCHEDULE 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) 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) September 9, 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 18 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 1,982,202* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,982,202 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,982,202* - ------------ ------------------------------------------------------------------- 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) 5.0%** - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON EP ================================================================================ * 20,904,097 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. ** 52.9% 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 18 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 2,395,167* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 2,395,167 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,395,167* - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%** - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, CO ================================================================================ * 20,904,097 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. ** 52.9% 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 18 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 18 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 165,245* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 165,245 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 165,245* - ------------ ------------------------------------------------------------------- 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 ================================================================================ * 20,904,097 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. ** 52.9% 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 18 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 247,720* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 247,720* - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,720 - ------------ ------------------------------------------------------------------- 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 ================================================================================ * 20,904,097 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. ** 52.9% 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 18 PAGES ===================== ================== Reference is made to the Statement on Schedule 13D filed on August 8, 2005 (the "Schedule 13D") 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. This Amendment No. 1 to Schedule 13D (this "Amendment No. 1" and, together with the Schedule 13D, the "Statement") is filed on behalf of the Reporting Persons. All capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. All Items set forth in the Schedule 13D are hereby incorporated by reference unless otherwise noted. ITEM 4. PURPOSE OF TRANSACTION - ------ Item 4 of Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: "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. "In the Issuer's prospectus filing with the Securities and Exchange Commission on August 9, 2005 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), the Issuer reported an over-allotment option of 2,700,000 shares granted to the underwriters in the initial public offering and a possible special stock dividend to be paid to pre-IPO stockholders if, and to the extent that, such over-allotment option was not exercised. On September 6, 2005, the underwriters exercised their overallotment in part, and on September 9, 2005, the remaining shares were issued to the pre-IPO stockholders, including the Reporting Persons, in a special stock dividend, requiring the filing of this Amendment. Specifically, GEPT, ERC and GEIPT received 188,963, 15,753 and 23,615 shares, respectively. "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 the Form of Schedule 13D (although they reserve the right to develop such plans)." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER - ------ Items 5(a), (b) of Schedule 13D are hereby deleted in their entirety and the following is inserted in lieu thereof: "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 (as such term is defined in the Schedule 13-D Amendment No. 1 of the Issuer filed with the Commission by Aurora Equity Partners II L.P. et ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 8 OF 18 PAGES ===================== ================== al on September 21, 2005 (the "Aurora 13D/A")), 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 and Crowell (defined below), Parsky (defined below), Mapes (defined below), Mr. Frederick J. Elsea, III, and Mr. Richard K. Roeder. In addition, as 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 and Crowell, Parsky, Mapes, Mr. Frederick J. Elsea, III, and Mr. Richard K. Roeder. According to the Aurora 13D/A, as of September 9, 2005, 9,468,264 outstanding shares of Common Stock (the "Aurora Outstanding Voting Shares") are subject to the Securityholders Agreement. In addition, according to the Aurora 13D/A, 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 13D/A, as of September 9, 2005, options to purchase 28,734 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 13D/A. According to the Aurora 13D/A: "`(1) Aurora Equity Partners II L.P. ("AEPII"), may be deemed to beneficially own 12,757,348 shares of Common Stock. Of this amount, 3,260,350 shares are owned of record by AEPII and AEPII has sole voting and dispositive power over such shares. The remaining 9,496,998 shares consist of Aurora Voting Shares, as to which AEPII has shared voting power. The 12,757,348 shares of Common Stock represent approximately 32.2% 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. "`(2) Aurora Overseas Equity Partners II, L.P. ("AOEPII"), may be deemed to beneficially own 9,540,367 shares of Common Stock. Of this amount, 43,369 are owned of record by AOEPII and AOEPII has sole voting and dispositive power over such shares. The remaining 9,496,998 shares consist of Aurora Voting Shares, as to which AOEPII has shared voting power. The 9,540,367 shares of Common Stock represent approximately 24.1% 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. ===================== ================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 9 OF 18 PAGES ===================== ================== "`(3) Aurora Equity Partners III L.P. ("AEPIII"), may be deemed to beneficially own 17,518,278 shares of Common Stock. Of this amount, 8,021,280 shares are owned of record by AEPIII and AEPIII has sole voting and dispositive power over such shares. The remaining 9,496,998 shares consist of Aurora Voting Shares, as to which AEPIII has shared voting power. The 17,518,278 shares of Common Stock represent approximately 44.3% 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 265,362 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 9,602,702 shares of Common Stock. Of this amount, 105,704 are owned of record by AOEPIII and AOEPIII has sole voting and dispositive power over such shares. The remaining 9,496,998 shares consist of Aurora Voting Shares, as to which AOEPIII has shared voting power. The 9,602,702 shares of Common Stock represent approximately 24.3% 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 20,927,701 shares of Common Stock. Of this amount, 11,430,703 shares are owned of record by the Aurora Partnerships and 265,362 shares are owned of record by KFE. Crowell, Parsky and Mapes have shared voting and dispositive power over such shares. Also included in the 20,927,701 shares are 9,496,998 Aurora Voting Shares (inclusive of the 265,362 KFE shares), as to which Crowell, Parsky and Mapes have shared voting power. The 20,927,701 shares of Common Stock represent approximately 52.9% of the total outstanding shares of Common Stock. "`(6) Richard R. Crowell ("Crowell") has sole dispositive power over 87,621 shares of Common Stock. Of such shares, 69,391 shares are held in family trusts and 18,230 shares are held in an 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 87,621 shares of Common Stock. Of such shares, 42,340 shares are held by Century City 1800 Partnership L.P., a ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 10 OF 18 PAGES ===================== =================== limited partnership controlled by Parsky, 25,434 shares are held in an investment retirement account for Parsky and 19,847 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 9,262 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 AAI, may be deemed to beneficially own 3,234 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. "`Mr. Richard K. Roeder, Assistant Secretary of AAI, may be deemed to beneficially own 67,084 shares of Common Stock. Of such shares, 10,805 shares are held by AEPII, 23,201 shares are held by AEPIII and 33,078 shares are owned of record by Mr. Roeder. Mr. Roeder has no sole or shared voting or dispositive power with respect to the shares of Common Stock held by AEPII and AEPIII but has sole dispositive power and shared voting power with respect to the 33,078 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 20,927,701 (52.9%) shares of Common Stock with respect to which the Aurora Partnerships share voting power, 1,982,202 (5.0%) shares are owned of record by GEPT, 165,245 (0.4%) shares are owned of record by ERC and 247,720 (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 share voting power over such shares owned of record by GEPT, ERC and GEIPT. GEPT, ERC and GEIPT disclaim beneficial ownership of the remaining 18,532,534 (46.8%) shares with respect to which the Aurora Partnerships, Crowell, Parsky and Mapes share voting power. GEPT expressly disclaims beneficial ownership of the 165,245 (0.4%) shares owned of record by ERC and the 247,720 (0.6%) shares owned of record by GEIPT. ERC expressly disclaims beneficial ownership of the 1,982,202 (5.0%) shares owned of record by GEPT and the 247,720 (0.6%) shares owned of record by GEIPT. GEIPT expressly disclaims ownership of the 1,982,202 (5.0%) shares owned of record by GEPT and the 165,245 (0.4%) shares owned of record by ERC. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 11 OF 18 PAGES ===================== =================== "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 7. MATERIAL TO BE FILED AS EXHIBITS - ------ Exhibits 1-4 to the Schedule 13D are hereby incorporated by reference. Schedules I-IV to the Schedule 13D are hereby incorporated by reference. Each of Schedules V and VI to the Schedule 13D is hereby amended and restated in its entirety as set forth in the revised version thereof attached hereto. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 12 OF 18 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: October 5, 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 ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 13 OF 18 PAGES ===================== =================== 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 14 OF 18 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 Bill Steilen Senior Vice President - Finance Citizenship of all Officers --------------------------- Mark Elborne United Kingdom Samira Barakat Egypt All Others U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 15 OF 18 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 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 Bradley-Coar, Alfreda Vice President ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 16 OF 18 PAGES ===================== =================== 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 Mormino, Anthony J. Vice President ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 17 OF 18 PAGES ===================== =================== 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 Directors ---------------------------- Mark Elborne United Kingdom Samira Barakat Egypt All Others U.S.A. ===================== =================== CUSIP NO. 482241 10 6 SCHEDULE 13D PAGE 18 OF 18 PAGES ===================== =================== Schedule VI 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. -----END PRIVACY-ENHANCED MESSAGE-----