SC 13D/A 1 sch13d-a_14864.txt GE ASSET MANAGEMENT CORP. SCHEDULE 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Analex Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.02 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 032653107 -------------------------------------------------------------------------------- (CUSIP Number) Daniel L. Furman, Esq., GE Asset Management Incorporated, 3001 Summer Street, Stamford, Connecticut 06905 (203) 326-2300 Copy to: Linda E. Ransom, Esq., Dewey Ballantine LLP 1301 Avenue of the Americas, New York, New York 10019 (212) 259-6570 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 2007 -------------------------------------------------------------------------------- (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 this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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. 032653107 SCHEDULE 13D PAGE 2 OF 22 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSONS: 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) [_] (b) [X]* ------------ ------------------------------------------------------------------- 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 New York -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,428,568* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 6,428,568*/** ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,428,568* ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.6% (71.9% if aggregated with the shares beneficially owned by the other Stockholder Parties (as defined in Item 4 of this Statement)).* ------------ ------------------------------------------------------------------- ===================== ================== CUSIP NO. 032653107 SCHEDULE 13D PAGE 3 OF 22 PAGES ===================== ================== ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON EP ================================================================================ * General Electric Pension Trust ("GEPT") 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, or Rule 13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a "group" consisting of the Stockholder Parties (as such term is defined in Item 4 of this Statement) were deemed to exist, GEPT would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, in each case, all of the shares of Common Stock (as such term is defined in Item 1 of this Statement) beneficially owned by such group. The aggregate for such group would be 32,233,950 shares of Common Stock, representing 71.9% of the shares of Common Stock. ** As detailed in Item 6 of this Statement, GEPT is a party to that certain Co-Sale Agreement, dated May 28, 2004, by and among Analex Corporation, GEPT and certain other investors, which limits the transferability of shares subject to this Schedule 13D. ===================== ================== CUSIP NO. 032653107 SCHEDULE 13D PAGE 4 OF 22 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GE Asset Management Incorporated, as Investment Manager of General Electric Pension Trust I.R.S. #06-1238874 ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]* ------------ ------------------------------------------------------------------- 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 None ------------ ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,428,568* ------------ ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING None ------------ ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 6,428,568*/** ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,428,568* ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]* ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.6% (71.9% if aggregated with the shares beneficially owned by the other Stockholder Parties (as defined in Item 4 of this Statement)).* ------------ ------------------------------------------------------------------- ===================== ================== CUSIP NO. 032653107 SCHEDULE 13D PAGE 5 OF 22 PAGES ===================== ================== ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA, CO ================================================================================ * GE Asset Management Incorporated ("GEAM") 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, or Rule 13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a "group" consisting of the Stockholder Parties (as such term is defined in Item 4 of this Statement) were deemed to exist, GEAM would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, in each case, all of the shares of Common Stock (as such term is defined in Item 1 of this Statement) beneficially owned by such group. The aggregate for such group would be 32,233,950 shares of Common Stock, representing 71.9% of the shares of Common Stock. ** GEAM is a registered investment adviser and acts as investment manager of General Electric Pension Trust ("GEPT"). As detailed in Item 6 of this Statement, GEPT is a party to that certain Co-Sale Agreement, dated May 28, 2004, by and among Analex Corporation, GEPT and certain other investors which limits the transferability of shares subject to this Schedule 13D. ===================== ================== CUSIP NO. 032653107 SCHEDULE 13D PAGE 6 OF 22 PAGES ===================== ================== ================================================================================ 1 NAME OF REPORTING PERSONS: 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) [_] (b) [X](See 11 below) ------------ ------------------------------------------------------------------- 3 SEC USE ONLY ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable ------------ ------------------------------------------------------------------- 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 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) Not applicable (see 11 above). ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ Reference is made to the Statement on Schedule 13D filed with the Securities and Exchange Commission on June 7, 2004, as amended by Amendment No. 1 thereto filed on September 17, 2004 and as amended by Amendment No. 2 thereto filed on April 18, 2005 (as so amended, the "Schedule 13D"), each on behalf of General Electric Pension Trust, a New York common law trust ("GEPT"), GE Asset Management Incorporated, a Delaware corporation ("GEAM") which is the investment manager of GEPT and is a wholly-owned subsidiary of GE (defined below) and General Electric Company, a New York corporation ("GE"). GEPT, GEAM and GE are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." Each of GEPT and GEAM expressly disclaim that they are members 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. GE expressly disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a "group." This Amendment No. 3 to Schedule 13D (this "Amendment No. 3" 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. ITEM 1. ------ The second sentence of Item 1 of Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: "The Issuer's principal executive office is located at 2677 Prosperity Avenue, Suite 400, Fairfax, Virginia 22031." ITEMS 2(A), (B), (C). -------------------- The first paragraph of Items 2(a), (b), (c) of Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: "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 6,428,568 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." ITEM 2(F). ---------- Item 2(f) of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: "All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedules II through IV are United States citizens, except that Sir William Castell, a director of GE, is a citizen of the United Kingdom, C.X. Gonzalez, a director of GE, is a citizen Page 7 of 22 of Mexico, Andrea Jung, a director of GE, is a citizen of Canada and J.F. Lynch, an officer of GE, is a citizen of the United Kingdom." ITEM 4. PURPOSE OF TRANSACTION ------ Item 4 of the Schedule 13D is hereby amended by deleting the first paragraph thereof in its entirety and by inserting the following in lieu thereof: "GEPT acquired its Senior Subordinated Note, shares of Series B Preferred Stock, Initial Common Stock Warrant and Subsequent Common Stock Warrant (as such terms are defined below) as an investment, in the regular course of business. The Issuer has entered into an Agreement and Plan of Merger with QinetiQ North America Operations, LLC ("Parent") and Apollo Merger Sub Inc. ("Merger Sub"), dated January 20, 2007 (the "Merger Agreement"), pursuant to which Merger Sub would offer to purchase all of the outstanding Common Stock of the Issuer (the "Offer"), the Merger Sub would merge with and into the Issuer following the consummation of the Offer (the "Merger") and the Issuer would convert each of the existing warrants issued by the Issuer, including, without limitation, the Initial Common Stock Warrant and Subsequent Common Stock Warrant, into the right to receive cash as of the effective date of the Merger. In connection with the Merger Agreement, each of Parent, Merger Sub, GEPT, NYL (as such term is defined below), the Pequot Funds (as such term is defined below) and the Issuer have entered into a Conversion, Tender and Voting Agreement, dated as of January 20, 2007 (the "Tender/Voting Agreement," a copy of which is attached hereto as Exhibit 10 and is incorporated in this Statement by reference). Each description in this Statement of such agreement is qualified in its entirety by reference to such agreement. Pursuant to the Tender/Voting Agreement, GEPT has agreed to, among other things, (a) vote its shares of Series B Preferred Stock and/or shares of Common Stock, as applicable, and grant a proxy to the Issuer and Merger Sub with respect to such securities to vote such securities, each (i) in favor of the Merger, the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement and (ii) against any action or agreement which would reasonably be expected to impede, interfere with or prevent the Merger (including, without limitation, any competing proposal), and, contingent on the consummation of the Offer and the Merger, (b) have all of its shares of Series B Preferred Stock converted into shares of Common Stock as of the expiration date of the Offer (if at such time Merger Sub accepts for payment all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer), (c) instruct the Issuer to, on its behalf, sell all of its shares of Common Stock to Merger Sub pursuant to the Offer and (d) have each of its Initial Common Stock Warrant and Subsequent Common Stock Warrant converted into the right to receive cash from the Issuer in an amount equal to the product of (i) the excess of the Offer price per share for the shares of Common Stock over the per share exercise price under such warrant and (ii) the number of shares of Common Stock issuable pursuant to such warrant immediately prior to the effective date of the Merger." ITEMS 5(A), (B). --------------- Page 8 of 22 Items 5(a) and 5(b) of the Schedule 13D are hereby deleted in their entirety and the following is inserted in lieu thereof: "ITEMS 5(A), (B). ---------------- GE expressly disclaims beneficial ownership of all shares. Each of GEPT and GEAM beneficially owns 6,248,568 shares of Common Stock, representing 27.6% of the shares of Common Stock, based on the following facts and assumptions: (i) On the First Closing Date, GEPT purchased a Senior Subordinated Note, with the initial principal amount of $5 million, and an Initial Common Stock Warrant. (ii) Upon the Stockholder Approval on September 15, 2004, the outstanding Senior Subordinated Note in the aggregate principal amount of $5 million was automatically converted at the Series B Original Issue Price into 1,428,571 shares of Series B Preferred Stock. (iii) As Stockholder Approval has been obtained by the Issuer, the 1,428,571 shares of Series B Preferred Stock beneficially owned by each of GEPT and GEAM may be converted at any time into shares of Common Stock at an assumed Conversion Price of $2.80 per share, which would result in the beneficial ownership by each of GEPT and GEAM of 1,785,713 shares of Common Stock. (iv) As Stockholder Approval has been obtained by the Issuer, the Initial Common Stock Warrant issued to GEPT may be exercised at any time, which would result in the beneficial ownership by each of GEPT and GEAM of an additional 357,142 shares of Common Stock. (v) On the Subsequent Closing Date, GEPT purchased an additional 2,857,142 shares of Series B Preferred Stock and a Subsequent Common Stock Warrant. (vi) The 2,857,142 additional shares of Series B Preferred Stock beneficially owned by each of GEPT and GEAM may be converted at any time into shares of Common Stock at an assumed Conversion Price of $2.80 per share, which would result in the beneficial ownership by each of GEPT and GEAM of an additional 3,571,427 shares of Common Stock. (vii) The Subsequent Common Stock Warrant issued to GEPT may be exercised at any time, which would result in the beneficial ownership by each of GEPT and GEAM of an additional 714,285 shares of Common Stock. (viii) If all of the 4,285,713 shares of Series B Preferred Stock beneficially owned by each of GEPT and GEAM are converted simultaneously into shares of Common Stock at an assumed Conversion Price of $2.80 per share, the result would be the beneficial ownership by each of GEPT and GEAM of 5,357,141 shares of Common Stock, which is one share of Common Stock greater than if the 1,428,571 shares of Series B Preferred Page 9 of 22 Stock and 2,857,142 shares of Series B Preferred Stock beneficially owned by each of GEPT and GEAM were converted separately as set forth above (due to the treatment of fractional shares set forth in the Series B Certificate of Designations). GE expressly disclaims any voting or dispositive power over all shares. Based on the foregoing assumptions, GEPT and GEAM share the power to vote or direct the vote and power to dispose or direct the disposition of 6,428,568 shares of Common Stock, subject to the restrictions on voting described in Item 4 of this Statement. GE expressly disclaims being a member of a "group" (as defined below). Each of GEPT and GEAM expressly disclaim that they are members of a "group" as such term is used in Section 13(d)(3) of the Exchange Act, or Rule 13d-5(b)(1) thereunder. By virtue of the Stockholders' Agreement, however, a "group," within the meaning of Section 13(d)(3) of the Exchange Act, or Rule 13d-5(b)(1) thereunder, may be deemed to have been formed consisting of all of the Stockholder Parties. If such group were deemed to exist, the Stockholder Parties would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, 32,233,950 shares of Common Stock, representing 71.9% of the shares of Common Stock. Each of GEPT and GEAM expressly disclaims beneficial ownership of, or voting or dispositive power over, the 32,233,950 shares of Common Stock that may be deemed to be beneficially owned by the aforementioned `group.'" ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO ------ SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended by inserting the following at the end thereof: "TENDER/VOTING AGREEMENT In connection with the Merger Agreement, each of Parent, Merger Sub, GEPT, NYL, the Pequot Funds and the Issuer have entered into the Tender/Voting Agreement. Pursuant thereto, GEPT has agreed to, among other things, (a) vote its shares of Series B Preferred Stock and/or shares of Common Stock, as applicable, and grant a proxy to the Issuer and Merger Sub with respect to such securities to vote such securities, each (i) in favor of the Merger, the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement and (ii) against any action or agreement which would reasonably be expected to impede, interfere with or prevent the Merger (including, without limitation, any competing proposal), and, contingent on the consummation of the Offer and the Merger, (b) have all of its 4,285,713 shares of Series B Preferred Stock converted into 5,357,141 shares of Common Stock as of the expiration date of the Offer (if at such time Merger Sub accepts for payment all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer), (c) instruct the Issuer to, on its behalf, sell all of its shares of Common Stock to Merger Sub pursuant to the Offer and (d) have each of its Initial Common Stock Warrant and Subsequent Common Stock Warrant converted into the right to receive cash from the Issuer in an amount equal to the product of (i) the excess of the Offer price per share for the shares of Common Stock over the per share exercise price under such warrant and (ii) the number of shares of Common Stock issuable pursuant to such warrant immediately prior to the effective date of the Merger, which would Page 10 of 22 result in the cancellation of each of the Initial Common Stock Warrant and the Subsequent Common Stock Warrant without any cash payment therefore as each warrant's per share exercise price under each of the Initial Common Stock Warrant and Subsequent Common Stock Warrant, as applicable, is greater than the $3.70 Offer price per share for the shares of Common Stock of the Issuer pursuant to the Offer." ITEM 7. MATERIALS TO BE FILED AS EXHIBITS ------ Item 7 is hereby amended by the insertion of the following after Exhibit 9: "Exhibit 10 Conversion, Tender and Voting Agreement, dated as of January 20, 2007, by and among QinetiQ North America Operations, LLC, Apollo Merger Sub Inc., Analex Corporation, General Electric Pension Trust, New York Life Capital Partners II, L.P., Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners Fund III, L.P., is incorporated herein by reference." All exhibits to Schedule 13D are hereby incorporated by reference. SCHEDULES II, III, AND IV Each of Schedule II, Schedule III and Schedule IV to the Schedule 13D is hereby amended and restated in its entirety as set forth in the revised version thereof attached hereto. Page 11 of 22 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: January 29, 2007 GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Michael M. Pastore -------------------------------------- Name: Michael M. Pastore Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore -------------------------------------- Name: Michael M. Pastore Title: Vice President GENERAL ELECTRIC COMPANY By: /s/ Ronald R. Pressman -------------------------------------- Name: Ronald R. Pressman Title: Senior Vice President Page 12 of 22 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 Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT Kathryn D. Karlic Executive Vice President of GEAM and Trustee of GEPT Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT Ronald R. Pressman Senior Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT Judith A. Studer Executive Vice President of GEAM and Trustee of GEPT Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT John J. Walker Executive Vice President and Chief Financial Officer of GEAM and Trustee of GEPT Citizenship of All Trustees --------------------------- U.S.A. Page 13 of 22 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 Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT Pamela K. Halligan Vice President of GEAM Kathryn D. Karlic Vice President of GEAM Ralph R. Layman Executive Vice President of GEAM and Trustee of GEPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT Ronald R. Pressman President and Chief Executive Officer of GEAM Anthony J. Sirabella Senior Vice President - Chief Information Officer of GEAM Judith A Studer Executive Vice President of GEAM Donald W. Torey Executive Vice President of GEAM and Trustee of GEPT John J. Walker Executive Vice President and Chief Financial Officer of GEAM and Trustee of GEPT Citizenship of all Directors ---------------------------- U.S.A. Page 14 of 22 Executive Officers Present Principal Occupation ------------------ ---------------------------- Ronald R. Pressman 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 Judith A. Studer Executive Vice President - Investment Strategies 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 - Institutional Operations Greg O. Bouleris Senior Vice President - Fixed Income Stephen N. DeVos 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 Don J. Duncan Vice President - Money Market Investments Michael J. Caufield Senior Vice President - Fixed Income Page 15 of 22 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 Makoto F. Sumino 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 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 Richard L. Sanderson Senior Vice President - Equity Research Diane M. Wehner Senior Vice President - Equity Portfolios George A. Bicher 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 Page 16 of 22 Charles F. Stuart Vice President - Equity Investments Thomas R. Lincoln Vice President - Equity Portfolios Anthony J. Mariani 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 Tiffany Hanisch Vice President - Financial Planning & Analysis Thomas A. Conway Vice President - Controller Robert S. Herlihy Vice President - Chief Compliance Officer Jane E. Hackney Vice President - Equity Portfolio Management Erica E. Jacobson Vice President - Client Portfolio Management Brian M. Baum Vice President - Assoc. Gen. Counsel & Asst. Secretary Dory S. Black Vice President - Assoc. Gen. Counsel & Asst. Secretary Joon Won Choe 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 Lisa M. Weisglass Vice President - Tax Counsel Citizenship of all Executive Officers ------------------------------------- U.S.A. Page 17 of 22 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 School of Fairfield, CT 06828 Business Administration, Harvard University Sir William Castell The Wellcome Trust Chairman of the Wellcome Trust 215 Euston Road London NW1 2BE UK A.M. Fudge Young & Rubicam Brands Former Chairman and Chief 258 Madison Avenue Executive Officer, Young & New York, NY 10017 Rubicam Brands 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 S. Hockfield Massachusetts Institute of President Technology Massachusetts Institute of Technology Building 3-208 Cambridge, MA 02139 J.R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Officer Fairfield, CT 06828 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. A.G. Lafley The Procter & Gamble Company Chairman of the Board, President
Page 18 of 22
1 Procter & Gamble Plaza and Chief Executive Cincinnati, OH 45202-3315 The Procter & Gamble Company R.W. Lane Deere & Company Chairman and Chief Executive One John Deere Place Officer, Deere & Company Moline, Illinois 61265 R.S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer, Johnson & Suite 200 Johnson New Brunswick, NJ 08901 R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer, Ogilvy & Mather New York, NY 10019-7316 Worldwide S. Nunn Sam Nunn School of Retired Partner, International Affairs King & Spalding Georgia Institute of Technology 781 Marietta Street, N.W. Atlanta, Georgia 30318 R.S. Penske Penske Corporation Chairman of the Board and 2555 Telegraph Road President, Penske Corporation Bloomfield Hills, MI 48302-0954 R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean Cornell University and Professor of Accounting, 207 Sage Hall S.C. Johnson Graduate School Ithaca, NY 14853-6201 Cornell University D.A. Warner III J.P. Morgan Chase & Co., Former Chairman of the Board, The Chase Manhattan Bank J.P. Morgan Chase & Co. 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 Electric New York, NY 10112 Company; Chairman and Chief Executive Officer, NBC Universal, Inc.
Page 19 of 22 Citizenship ----------- Sir William Castell United Kingdom C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. Page 20 of 22 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 K.A. Cassidy General Electric Company Vice President and GE Treasurer 201 High Ridge Road Stamford, CT 06905-3417 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 P. Daley General Electric Company Senior Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06828 B.B. Denniston III General Electric Company Senior Vice President and General 3135 Easton Turnpike Counsel Fairfield, CT 06828 J.M. Hogan General Electric Company Senior Vice President - Pollards Wood, Nightingales Lane GE Healthcare Chalfont St. Giles HP8 4SP Great Britain J.F. Lynch General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 M.A. Neal General Electric Company Vice Chairman of General Electric 260 Long Ridge Road Company; President & CEO, GE Stamford, CT 06927 Capital Services
Page 21 of 22
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- D.R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 J.G. Rice General Electric Company Vice Chairman of General Electric 4200 Wildwood Parkway Company; President & CEO, GE Atlanta, GA 30339 Infrastructure K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06828 L.G. Trotter General Electric Company Vice Chairman of General Electric 3135 Easton Turnpike Company; President & CEO, GE Fairfield, CT 06828 Industrial 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 of All Officers --------------------------- J.F. Lynch United Kingdom All Others U.S.A. Page 22 of 22