UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Dreyer's Grand Ice Cream, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
26187810
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(CUSIP Number)
Nancy E. Barton, Esq.
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
(203) 961-5523
Alan M. Lewis
General Electric Pension Trust
P.O. Box 7900
3003 Summer Street
Stamford, CT 06904
(203) 326-2313
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
July 5, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing Person(s) has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
*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 shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Capital Corporation (I.R.S. #13-1500700)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,899,999
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 1,199,999
10 SHARED DISPOSITIVE POWER
1,700,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
2,899,999
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Pension Trust (I.R.S. #14-6015763)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,172,989
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 0
10 SHARED DISPOSITIVE POWER
1,172,989
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
1,172,989, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 2,899,999.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 8.4%.
14 TYPE OF REPORTING PERSON (See Instructions)
EP
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GE Investment Private Placement Partners I, Limited Partnership
(I.R.S. #06-1305217)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,727,010
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 0
10 SHARED DISPOSITIVE POWER
1,727,010
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
1,727,010, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 2,899,999.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 8.4%.
14 TYPE OF REPORTING PERSON (See Instructions)
PN EP
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GE Asset Management Incorporated (formerly known as GE Investment
Management Incorporated), as General Partner of GE Investment
Private Placement Partners I, Limited Partnership and 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) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,899,999
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 0
10 SHARED DISPOSITIVE POWER
2,899,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
2,899,999
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Capital Services, Inc. (formerly known as General
Electric Financial Services, Inc.) (I.R.S. #06-1109503)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES Disclaimed (see 11 below).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH Disclaimed (see 11 below).
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
Beneficial ownership of all shares disclaimed by General Electric Capital
Services, Inc.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above).
14 TYPE OF REPORTING PERSON (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Company (I.R.S. #14-0689340)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES Disclaimed (see 11 below).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH Disclaimed (see 11 below).
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
Beneficial ownership of all shares disclaimed by General Electric Company.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above).
14 TYPE OF REPORTING PERSON (See Instructions)
CO
This Amendment No. 3 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed by General Electric Capital Corporation, a
Delaware corporation ("GECC"), General Electric Pension Trust, a New York
common law trust ("GEPT"), GE Investment Private Placement Partners I,
Limited Partnership, a Delaware limited partnership ("GEIPPP"), GE Asset
Management Incorporated, a Delaware corporation and a wholly owned
subsidiary of General Electric Company ("GEAM"), General Electric Capital
Services, Inc., a Delaware corporation and General Electric Company, a New
York corporation on July 12, 1993 and amended on both May 24, 1994 and
December 10, 1997, relating to the common stock, par value $1.00 per share
(the "Common Stock") of Dreyer's Grand Ice Cream, Inc., a Delaware
corporation (the "Company"). All prior references to GE Investment
Management Incorporated or GEIM contained in the Schedule 13D and prior
amendments thereto shall henceforth be deemed to be references to GE Asset
Management Incorporated, or GEAM (as successor to GEIM), respectively. All
prior references to GECC as a New York corporation contained in the
Schedule 13D and prior amendments thereto shall now be deemed to be
references to GECC as a Delaware corporation as a result of a
reincorporation of such company which was effected on July 2, 2001.
Capitalized terms used and not defined in this Amendment have the meanings
set forth in the Schedule 13D.
The Schedule 13D is amended in the following manner:
Item 1. Security and Issuer.
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Item 1 is hereby amended by adding the following at the end
thereof: "On June 19, 2001, GEPT, GEIPPP and GECC each
exercised its right, pursuant to Section 8(b) of the Company's
Certificate of Designation of its Series A Preferred Stock, to
convert each of the 1,007,521.630 shares of the Series A
Preferred Stock held by GEPT, GEIPPP and GECC into 5,799,998
shares of the Company's Common Stock. As a result, before the
consummation of the transaction contemplated in Item 6 of this
Amendment, the Reporting Persons beneficially own, in the
aggregate, 5,799,998 of the 34,377,998 total shares of Common
Stock outstanding.
Item 2. Identity and Background.
------ -----------------------
Item 2 is hereby amended and supplemented as follows:
FIRST:
All prior references to GECC in any of Item 2, 2(a), 2(b) or
2(c) as a New York corporation shall now be deemed to be
references to GECC as a Delaware corporation as a result of a
reincorporation of such company which was effected on July 2,
2001.
SECOND:
By deleting the first paragraph thereof in its entirety and
replacing it with the following:
"This statement is filed by General Electric Capital
Corporation, a Delaware corporation ("GECC"), GE Asset
Management Incorporated, a Delaware corporation ("GEAM")
General Electric Capital Services, Inc. a Delaware corporation
("GECS"), General Electric Company, a New York corporation
("GE"), General Electric Pension Trust, a New York common law
trust ("GEPT") and GE Investment Private Placement Partners I,
Limited Partnership, a Delaware limited partnership ("GEIPPP").
GECC, GEAM, GECS, GE, GEPT and GEIPPP are sometimes referred to
herein individually as a "Reporting Person" and collectively as
the "Reporting Persons."
THIRD: By adding the following as the fourth paragraph under
the heading "Item 2(a), (b), (c)": "GEAM is a Delaware
corporation with its principal executive offices at 3003 Summer
Street, P.O. Box 7900, Stamford, Connecticut 06904. GEAM is a
registered investment advisor and acts as the General Partner
of GEIPPP and as the Investment Manager of GEPT."
FOURTH:
By deleting the paragraph under the heading "Item 2(f)" in its
entirety and replacing it with the following: "The information
set forth on Schedules II-VI hereof is incorporated herein by
reference."
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
Unchanged.
Item 4. Purpose of Transaction.
------ ----------------------
Unchanged.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5 is hereby amended and supplemented by:
FIRST:
Deleting paragraph (a) in its entirety and replacing it with
the following:
(a) (i) GECC beneficially owns 2,899,999 shares of Common
Stock, representing 8.4%1 of the shares of Common Stock; (ii)
GEPT beneficially owns 1,172,989 shares of Common Stock,
representing 3.4% of the shares of Common Stock and (iii)
GEIPPP beneficially owns 1,727,010 shares of Common Stock,
representing 5.0% of the shares of Common Stock.
GEPT, GEAM and GEIPPP may constitute a group as such term
is used in Section 13(d)(3) of the Exchange Act. If GEPT, GEAM
and GEIPPP were deemed to constitute a group, the 2,899,999
shares of Common Stock held by GEPT and GEIPPP in the aggregate
would represent 8.4% of the shares of Common Stock. The
5,799,998 shares of Common Stock beneficially owned by GECC,
GEAM, GEPT and GEIPPP in the aggregate would represent 16.87% of
the shares of Common Stock.
SECOND: Adding the following to the end of paragraph (b): "GEPT
and GEAM, its Investment Manager, share voting and dispositive
power over all of the shares held by GEPT. As a result of the
agreement described in Item 6, (i) GECC shares dispositive
power over 1,700,000 of the shares held by GECC, (ii) GEPT
(along with GEAM) shares dispositive power over 687,616 of the
shares held by GEPT and (iii) GEIPPP (along with GEAM) shares
dispositive power over 1,012,384 shares held by GEIPPP."
Item 6. Contracts Arrangements, Understandings or Relationships With
------ Respect to Securities of the Issuer.
-----------------------------------
Item 6 is hereby amended and supplemented by adding the
following at the end thereof:
On July 5, 2001, Nestle Holdings, Inc. ("Holdings") entered
into a Share Purchase Agreement to purchase an aggregate
3,400,000 shares of Common Stock, representing 9.89% of the
total shares of Common Stock outstanding, from General Electric
Capital Corporation, General Electric Pension Trust and GE
Investment Private Placement Partners I, Limited Partnership
(the "GE Parties") in exchange for an aggregate consideration
of $107,100,000 in cash. Consummation of such purchases of
shares of Common Stock is conditioned on the expiration or
termination of the waiting period imposed under the
Hart-Scott-Rodino Improvements Act of 1976, as amended.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
Item 7 is hereby amended and supplemented by adding the
following:
Exhibit 11: Share Purchase Agreement by and between GECC, GEPT, GEIPPP
and Nestle Holdings, Inc., dated as of July 5, 2001.
Exhibit 12: Power of Attorney of General Electric Company, dated as
of February 22, 2000.
Exhibit 13: Power of Attorney of General Electric Capital Services, Inc.,
dated as of February 22, 2000.
Schedules:
---------
Schedules I, II, III, IV, V and VI are replaced in their entirety by
Schedules I, II, III, IV, V and VI, attached hereto.
EXHIBIT INDEX
-------------
EXHIBIT 11: Share Purchase Agreement by and between GECC, GEPT, GEIPPP and
Nestle Holdings, Inc., dated as of July 5, 2001.
EXHIBIT 12: Power of Attorney of General Electric Company, dated as
of February 22, 2000.
EXHIBIT 13: Power of Attorney of General Electric Capital Services, Inc.,
dated as of February 22, 2000.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Department Operations Manager
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Incorporated,
its Investment Manager
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Asset Management Incorporated,
its General Partner
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GE ASSET MANAGEMENT INCORPORATED
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
Dated: July 6, 2001
Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Amendment No. 3 to the Schedule 13D filed on this date with respect to
the beneficial ownership by the undersigned of shares of Common Stock of
Dreyer's Grand Ice Cream, Inc. is being filed on behalf of each of the
undersigned. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
Dated: July 6, 2001
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Department Operations Manager
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Incorporated,
its Investment Manager
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Asset Management Incorporated,
its General Partner
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GE ASSET MANAGEMENT INCORPORATED
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
Schedule II
General Electric Capital Corporation
------------------------------------
Directors Citizenship Principal Occupation
--------- ----------- --------------------
Nancy E. Barton USA Senior Vice President, General
Director Counsel and Secretary
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ferdinando Beccalli Italy Executive Vice President
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James R. Bunt USA Vice President and Treasurer
Director GE Company
3135 Easton Turnpike
Fairfield, CT 06431
David L. Calhoun USA Chief Executive Officer
Director GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 45215
Dennis D. Dammerman USA Vice Chairman and Executive Officer
Director GE Company
3135 Easton Turnpike
Fairfield, CT 06431
Scott C. Donnelly USA Senior Vice President
Director General Electric CR&D
One Research Circle
Niskayuna, NY
Michael D. Fraizer USA President & CEO
Director GE Financial Assurance
6604 W. Broad Street
Richmond, VA 23230
Benjamin W. Heineman USA Senior Vice President, General
Director Counsel and Secretary
GE Company
3135 Easton Turnpike
Fairfield, CT 06431
Jeffrey R. Immelt USA President and Chairman-Elect
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
John H. Myers USA Chairman and President
Director GE Investment Corporation
3003 Summer Street, 7th Fl.
Stamford, CT 06905
Denis J. Nayden USA Chairman and CEO
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Michael A. Neal USA President and COO
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James A. Parke USA Vice Chairman & Chief Financial Officer
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ronald R. Pressman USA Chairman, President & CEO
Director Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66204
Gary M. Reiner USA Sr. Vice President & Chief Information Officer
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
John M. Samuels USA Vice President and Senior Counsel, Corporate Taxes
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Keith S. Sherin USA Senior Vice President, Finance & Chief Financial Officer
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Edward D. Stewart USA Executive Vice President
Director GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
John F. Welch, Jr. USA Chairman and Chief Executive Officer
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright USA President and Chief Executive Officer
Director NBC
30 Rockefeller Plaza, 52nd Floor
New York, NY 10112
Executive Officers Citizenship Principal Occupation
------------------ ----------- --------------------
Denis J. Nayden USA Chairman and CEO
Chairman and Chief Executive GE Capital Corporation
Officer 260 Long Ridge Road
Stamford, CT 06927
Michael A. Neal USA President and COO
President and Chief Operating GE Capital Corporation
Officer 260 Long Ridge Road
Stamford, CT 06927
James A. Parke USA Vice Chairman & Chief Financial Officer
Vice Chairman and GE Capital Corporation
Chief Financial Officer 260 Long Ridge Road
Stamford, CT 06927
Ferdinando Beccalli USA Executive Vice President
Executive Vice President General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
Edward D. Stewart USA Executive Vice President
Executive Vice President GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
Nancy E. Barton USA Senior Vice President, General
Senior Vice President, Counsel and Secretary
General Counsel and Secretary GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James A. Colica USA Senior Vice President, Global Risk
Senior Vice President Management
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Richard D'Avino USA Senior Vice President, Taxes
Senior Vice President, Taxes GE Capital Corporation
777 Long Ridge Road
Stamford, CT 06927
Robert L. Lewis USA Senior Vice President, Structured
Senior Vice President Finance Group
GE Capital Corporation
120 Long Ridge Road
Stamford, CT 06927
David R. Nissen USA Senior Vice President, Global
Senior Vice President Consumer Finance
GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
Marc J. Saperstein USA Senior Vice President, Human Resources
Senior Vice President General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
Jeffrey S. Werner USA Sr. Vice President, Corp.Treasury & Global
Senior Vice President Funding Op.
GE Capital Corporation
201 High Ridge Road
Stamford, CT 06927
Joan C. Amble USA Vice President and Controller
Vice President and Controller GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Schedule III
General Electric Capital Services, Inc.
Directors Citizenship Principal Occupation
--------- ----------- --------------------
Nancy E. Barton USA Senior Vice President, General
Director Counsel and Secretary
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ferdinando Beccalli Italy Executive Vice President
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James R. Bunt USA Vice President and Treasurer
Director GE Company
3135 Easton Turnpike
Fairfield, CT 06431
David L. Calhoun USA Chief Executive Officer
Director GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 45215
Dennis D. Dammerman USA Vice Chairman and Executive Officer
Director GE Company
3135 Easton Turnpike
Fairfield, CT 06431
Scott C. Donnelly USA Senior Vice President
Director General Electric CR&D
One Research Circle
Niskayuna, NY
Michael D. Fraizer USA President & CEO
Director GE Financial Assurance
6604 W. Broad Street
Richmond, VA 23230
Benjamin W. Heineman, USA Senior Vice President, General Counsel and
Director Secretary
GE Company
3135 Easton Turnpike
Fairfield, CT 06431
Jeffrey R. Immelt USA President and Chairman-Elect
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
John H. Myers USA Chairman and President
Director GE Investment Corporation
3003 Summer Street, 7th Fl.
Stamford, CT 06905
Denis J. Nayden USA Chairman and CEO
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Michael A. Neal USA President and COO
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James A. Parke USA Vice Chairman & Chief Financial Officer
Director GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ronald R. Pressman USA Chairman, President & CEO
Director Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66204
Gary M. Reiner USA Sr. Vice President & Chief Information Officer
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
John M. Samuels USA Vice President and Senior Counsel,
Director Corporate Taxes
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Keith S. Sherin USA Senior Vice President, Finance & Chief
Director Financial Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Edward D. Stewart USA Executive Vice President
Director GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
John F. Welch, Jr. USA Chairman and Chief Executive Officer
Director General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright USA President and Chief Executive Officer
Director NBC
30 Rockefeller Plaza, 52nd Floor
New York, NY 10112
Executive Officers Citizenship Principal Occupation
------------------ ----------- --------------------
Dennis D. Dammerman USA Vice Chairman and Executive Officer
Chairman of the Board GE Company
3135 Easton Turnpike
Fairfield, CT 06431
Denis J. Nayden USA Chairman and CEO
President GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James A. Parke USA Vice Chairman & Chief Financial Officer
Executive Vice President and GE Capital Corporation
Chief Financial Officer 260 Long Ridge Road
Stamford, CT 06927
Ferdinando Beccalli USA Executive Vice President
Executive Vice President General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
Michael D. Fraizer USA President & CEO
Executive Vice President GE Financial Assurance
6604 W. Broad Street
Richmond, VA 23230
Michael A. Neal USA President and COO
Executive Vice President GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Ronald R. Pressman USA Chairman, President & CEO
Executive Vice President Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66204
Edward D. Stewart USA Executive Vice President
Executive Vice President GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
Nancy E. Barton USA Senior Vice President, General
Senior Vice President, Counsel and Secretary
General Counsel and Secretary GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
James A. Colica USA Senior Vice President, Global Risk
Senior Vice President Management
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Richard D'Avino USA Senior Vice President, Taxes
Senior Vice President, Taxes GE Capital Corporation
777 Long Ridge Road
Stamford, CT 06927
Marc J. Saperstein USA Senior Vice President, Human Resources
Senior Vice President General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
Jeffrey S. Werner USA Sr. Vice President, Corp. Treasury & Global
Senior Vice President Funding Op.
GE Capital Corporation
201 High Ridge Road
Stamford, CT 06927
Joan C. Amble USA Vice President and Controller
Vice President and Controller GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Barbara E. Daniele USA Vice President and Senior Litigation
Vice President and Senior Counsel
Litigation Counsel GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Steven F. Kluger USA Vice President, Capital Markets Services
Vice President GE Capital Corporation
3001 Summer Street
Stamford, CT 06927
Schedule IV
General Electric Company
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge 555 South Broadway
Tarrytown, NY 10591
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 President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316
S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
G. L. Rogers General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO and former
1 Champion Plaza Director, Champion International
Stamford, CT 06921 International Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship of Directors
P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
J.R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D.C. Calhoun General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
J.P. Campbell General Electric Company Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
S. C. Donnelly General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
M. J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
Y. Fujimori General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.M. Hogan General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J. G. Rice General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
G.L. Rogers General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
W. A. Woodburn General Electric Company Senior Vice President -
41 Woodford Avenue GE Specialty Chemicals
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship of All Executive Officers
U.S.A.
Schedule V
General Electric Pension Trust
Trustees Present Principal Occupation
Eugene K. Bolton Executive Vice President of GEAM and Trustee of GEPT
Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT
John H. Myers Vice President of General Electric Company, Chairman
of the Board and President 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
Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT
Geoffrey R. Norman 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 - Chief Financial Officer
of GEAM and Trustee of GEPT
Citizenship of All Trustees
U.S.A.
Schedule VI
GE Investment Private Partners I, Limited Partnership
The General Partner of GE Investment Private Partners I, Limited
Partnership is GE Asset Management Incorporated (a Delaware corporation).
Its principal place of business is 3003 Summer Street, P.O. Box 7900,
Stamford, Connecticut 06904.
GE Asset Management Incorporated
The business address of each of the persons listed below is 3003 Summer
Street, P.O. Box 7900, Stamford, Connecticut 06904.
Directors Present Principal Occupation
Eugene K. Bolton Executive Vice President of GEAM and Trustee of GEPT
Michael J. Cosgrove Executive Vice President of GEAM and Trustee of GEPT
John H. Myers Vice President of General Electric Company, Chairman
of the Board and President 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
Robert A. MacDougall Executive Vice President of GEAM and Trustee of GEPT
Geoffrey R. Norman 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 - Chief Financial Officer
of GEAM and Trustee of GEPT
Citizenship of all Directors
U.S.A
Executive Officers Present Principal Occupation
John H. Myers Chairman of the Board and President
Eugene K. Bolton Executive Vice President - Domestic Equity Investments
Michael J. Cosgrove Executive Vice President - Sales and Marketing
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
Geoffrey R. Norman Executive Vice President - Marketing
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
Christopher D. Brown Senior Vice President - Equity Portfolios
David B. Carlson Senior Vice President - Equity Portfolios
Jane E. Hackney Senior Vice President - Equity Investments
Peter J. Hathaway 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
Christopher W. Smith Senior Vice President - Equity Investments
Ralph E. Whitman Senior Vice President - Equity Portfolios
Nancy A. Ward Vice President - Client Portfolio Manager - Domestic Equities
Gerald L. Igou Vice President - Equity Investments
Mark A. Mitchell Vice President - Equity Investments
John H. Schaetzl Vice President - Equity Investments
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
Peter Gillespie Vice President - International Equity Portfolios
T. Brent Jones Vice President - International Equity Portfolios
Paul Nestro Vice President - International Equity Portfolios
Makoto F. Sumino Vice President - International Equity Portfolios
Robert W. Aufiero Vice President - Fixed Income
Kathleen S. Brooks Vice President - Fixed Income
Paul M. Colonna Vice President - Fixed Income
William M. Healey Vice President - Fixed Income
Craig M. Varrelman Vice President - Client Portfolio Manager - Fixed Income
Michael J. Caufield Senior Vice President - Municipal Bonds
Robert R. Kaelin Senior Vice President - Municipal Bonds
Susan M. Courtney Vice President - Municipal Bonds
Stella V. Lou Vice President - Municipal Bonds
Michael A. Sullivan Vice President - Municipal Bonds
James M. Mara Senior Vice President - International Private Equities
Wolfe H. Bragin Vice President - Private Equities
Andreas T. Hildebrand Vice President - Private Equities
Patrick J. McNeela Vice President - Private Equities
David W. Wiederecht Vice President - Private Equities
Philip A. Riordan Senior Vice President - Real Estate
B. Bradford Barrett Vice President - Real Estate
Robert P. Gigliotti Vice President - Real Estate
Preston R. Sargent Vice President - Real Estate
Timothy M. Morris Vice President - Risk Management
Sandra J. O'Keefe Vice President - Financial Planning & Analysis
William F. Ruoff, III Vice President - Quality
Michael J. Tansley Vice President & Controller
Matthew J. Simpson Senior Vice President, Gen. Counsel - Investment Services & Asst.
Secretary
Paul J. Crispino Vice President - Tax Counsel
Judith M. Bandler Vice President - Benefits Counsel
Marc R. Bryant Vice President - Assoc. Gen. Counsel & Asst. Secretary
Jeanne M. La Porta Vice President - Assoc. Gen. Counsel & Asst. Secretary
Michael M. Pastore Vice President - Assoc. Gen. Counsel & Asst. Secretary
Scott A. Silberstein Vice President - Assoc. Gen. Counsel & Asst. Secretary
Michael J. Strone Vice President - Assoc. Gen. Counsel & Asst. Secretary
Anthony H. Zacharski Vice President - Assoc. Gen. Counsel & Asst. Secretary
Citizenship of all Executive Officers
U.S.A
--------
1 This percentage and all other such percentages in this Amendment are
based on 34,377,798 shares of Common Stock outstanding, calculated by
combining the 28,578,000 shares of Common Stock outstanding as of May
11, 2001, as reported in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2001, with 5,799,998 shares
of Common Stock that the GE Parties (as such term is defined in Item 6
of this Amendment) received on conversion of the Company's Series A
Preferred Stock following a written request made on June 19, 2001.