UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Arch Capital Group Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G0450A105
(CUSIP Number)
Nancy E. Barton, Esq., General Electric Capital Corporation
260 Long Ridge Road, Stamford, Connecticut 06927
Michael M. Pastore, GE Asset Management Incorporated
3003 Summer Street, Stamford, Connecticut 06905
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 16, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. ¨
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 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).
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 2 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
Insurance Private Equity Investors, L.L.C. I.R.S. # |
|||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
2,828,454 9. Sole Dispositive Power
0 10. Shared Dispositive Power
2,828,454 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,828,454 |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
9.37% (11.06% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)). |
|||
| 14. |
Type of Reporting Person*
OO |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 3 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
2,828,454 9. Sole Dispositive Power
0 10. Shared Dispositive Power
2,828,454 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,828,454 |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
9.37% (11.06% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)). |
|||
| 14. |
Type of Reporting Person*
EP |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 4 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
GE Asset Management Incorporated as Manager of Insurance Private Equity Investors, L.L.C. and as Investment Manager of GEPT (as defined below) 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
2,828,454 9. Sole Dispositive Power
0 10. Shared Dispositive Power
2,828,454 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,828,454 |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
9.37% (11.06% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)). |
|||
| 14. |
Type of Reporting Person*
IA, CO |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 5 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
General Electric Company I.R.S. #14-0689340 |
|||
| 2. |
Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
Disclaimed (see 11 below) 9. Sole Dispositive Power
0 10. Shared Dispositive Power
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*
Disclaimed (see 11 above) |
x
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
Not applicable (see 11 above) |
|||
| 14. |
Type of Reporting Person*
CO |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 6 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
Orbital Holdings, Ltd. I.R.S. # |
|||
| 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
Cayman Islands |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
565,690 9. Sole Dispositive Power
0 10. Shared Dispositive Power
565,690 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
565,690 |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
2.01% (11.06% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)). |
|||
| 14. |
Type of Reporting Person*
CO |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 7 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
GE Capital Equity Investments, Ltd. I.R.S. # |
|||
| 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
Cayman Islands |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
565,690 9. Sole Dispositive Power
0 10. Shared Dispositive Power
565,690 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
565,690 |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
2.01% (11.06% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)). |
|||
| 14. |
Type of Reporting Person*
CO |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 8 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
General Electric Capital Corporation I.R.S. #13-1500700 |
|||
| 2. |
Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x |
|||
| 3. |
SEC Use Only
|
|||
| 4. |
Source of Funds*
WC |
|||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
0 8. Shared Voting Power
565,690 9. Sole Dispositive Power
0 10. Shared Dispositive Power
565,690 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
565,690 |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
2.01% (11.06% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)). |
|||
| 14. |
Type of Reporting Person*
CO |
|||
SCHEDULE 13D
| CUSIP No. G0450A105 |
Page 9 of 27 Pages | |||
| 1. |
Name of Reporting Person SS. or I.R.S. Identification No. of above person
General Electric Capital Services, Inc. I.R.S. #06-1109503 |
|||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
Disclaimed (see 11 below) 8. Shared Voting Power
0 9. Sole Dispositive Power
Disclaimed (see 11 below) 10. Shared Dispositive Power
0 | |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
Beneficial ownership of all shares disclaimed by General Electric Capital Services, Inc. |
|||
| 12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
Disclaimed (see 11 above) |
x
| ||
| 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 on December 30, 2001 as amended by Amendment No. 1 thereto filed October 4, 2002 (as so amended, the “Schedule 13D”) on behalf of General Electric Company, a New York corporation (“GE”), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE (“GEAM”), General Electric Pension Trust, a New York common law trust (“GEPT”), Insurance Private Equity Investors, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of GEPT (“Insurance”), General Electric Capital Services, Inc., a Delaware corporation and directly or indirectly 100% owned by GE (“GECS”), General Electric Capital Corporation, a Delaware corporation and a wholly owned subsidiary of GECS (“GECC”), GE Capital Equity Investments, Ltd., a Cayman Islands corporation and a wholly owned subsidiary of GECC (“GECEI”) and Orbital Holdings, Ltd. a Cayman Islands corporation and a wholly owned subsidiary of GECEI (“Orbital”). GE, GEAM, GEPT, Insurance, GECS, GECC, GECEI and Orbital are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons”. Insurance, GEPT, GEAM, Orbital, GECEI, GECC and GECS each expressly disclaim that they are members of a “group”. GECS disclaims beneficial ownership of all shares held by GECC and its subsidiaries. GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group”. All capitalized terms used without definition in this Amendment No.2 to Schedule 13D shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds and Other Consideration
Item 3 of Schedule 13D is hereby amended and supplemented by adding the following new paragraphs immediately at the end thereof:
“On December 16, 2002, in connection with a post-closing audit under the Subscription Agreement, an additional 185,493 Preference Shares were issued to Insurance and an additional 37,099 Preference Shares were issued to Orbital.”
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof:
“ (a) Each of Insurance, GEPT and GEAM beneficially owns 2,828,454 Common Shares, representing 9.37%1 of the Common Shares. Each of Orbital, GECEI and GECC beneficially owns 565,690 Common Shares representing 2.01%2 of the Common Shares. Insurance, GEPT, GEAM, Orbital, GECEI, GECC and GECS each expressly disclaim that they are members of a “group” as such term is used in Section 13(d)(3) of the Exchange Act. If all of the Reporting Persons’ Common Shares were aggregated, the Reporting Persons would beneficially own 3,394,144 Common Shares representing 11.06%3 of the Common Shares.
1 This percentage is based on 30,167,241 Common Shares outstanding, calculated by combining the 27,586,184 Common Shares outstanding as of September 30, 2002 as set forth in the Company’s Form 10-Q for the quarter then ended with 2,581,057 Common Shares that Insurance will receive on conversion of the Preference Shares.
2 This percentage is based on 28,102,395 Common Shares outstanding, calculated by combining the 27,586,184 Common Shares outstanding as of September 30, 2002 as set forth in the Company’s Form 10-Q for the quarter then ended with 516,211 Common Shares that Orbital will receive on conversion of the Preference Shares.
Page 10 of 27
(b) Insurance, GEAM and GEPT share the power to vote or direct the vote and power to dispose or direct the disposition of, 2,828,454 Common Shares, subject to the restrictions on voting described in Item 6 below. Orbital, GECEI and GECC share the power to vote or direct the vote and power to dispose or direct the disposition of 565,690 Common Shares, subject to the restrictions on voting described in Item 6 below. Both GE and GECS disclaim any voting or dispositive power over the shares beneficially owned by GEPT, GEAM, Insurance, Orbital, GECC or GECEI.
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the power to vote or to direct the vote or to dispose or direct the disposition of any of the securities which they may be deemed to beneficially own.
(c) No Reporting Person nor to the best knowledge of each Reporting Person, any person identified in Schedules II through VIII, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days.
(d) No other person except for the Reporting Persons are known to have the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons and covered by this Statement.
(e) Not Applicable.”
Item 7. Materials to Be Filed as Exhibits
All exhibits to Schedule 13D are hereby incorporated by reference.
Schedules IV, VI, VII, and VIII.
Schedules IV, VI, VII and VIII to the Schedule 13D are hereby amended and restated in their entirety as set forth in the revised versions thereof attached hereto.
3 This percentage is based on 30,683,452 Common Shares outstanding, calculated by combining the 27,586,184 Common Shares outstanding as of September 30, 2002 as set forth in the Company’s Form 10-Q for the quarter then ended with 3,097,268 Common Shares that the Reporting Persons will receive on conversion of the Preference Shares.
Page 11 of 27
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: February 24, 2003
| INSURANCE PRIVATE EQUITY INVESTORS, L.L.C. | ||||||
| By: |
GE Asset Management Incorporated, its Manager | |||||
| By: |
/S/ MICHAEL M. PASTORE | |||||
| Name: |
Michael M. Pastore | |||||
| Title: |
Vice President | |||||
| 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/ JOHN H. MYERS | |||||
| Name: |
John H. Myers | |||||
| Title: |
Vice President | |||||
Page 12 of 27
| ORBITAL HOLDINGS, LTD. | ||||||
| By: |
/S/ BARBARA J. GOULD | |||||
| Name: |
Barbara J. Gould | |||||
| Title: |
Director | |||||
| GE CAPITAL EQUITY INVESTMENTS, LTD. | ||||||
| By: |
/S/ JONATHAN K. SPROLE | |||||
| Name: |
Jonathan K. Sprole | |||||
| Title: |
Managing Director | |||||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||||||
| By: |
/S/ JONATHAN K. SPROLE | |||||
| Name: |
Jonathan K. Sprole | |||||
| Title: |
Department Operations Manager | |||||
| GENERAL ELECTRIC CAPITAL SERVICES, INC. | ||||||
| By: |
/S/ JONATHAN K. SPROLE | |||||
| Name: |
Jonathan K. Sprole | |||||
| Title: |
Attorney-in-Fact | |||||
Page 13 of 27
Schedule IV
General Electric Company
The names and principal occupations of the Directors of General Electric Company are as follows:
| Name |
Present Business Address |
Present Principal Occupation | ||
| J.I. Cash, Jr. |
Harvard Business School Morgan Hall Soldiers Field Road Boston, MA 02163 |
Professor of Business Administration—Graduate School of Business Administration, Harvard University | ||
| D.D. Dammerman |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman, General Electric Capital Services, Inc. | ||
| A.M. Fudge |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Former Executive Vice President Kraft Foods, Inc. | ||
| C.X. Gonzalez |
Kimberly-Clark de Mexico, S.A. de C.V. Jose Luis Lagrange 103, Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico |
Chairman of the Board and Chief Executive Officer, Kimberly-Clark de Mexico, S.A. de C.V. | ||
| J.R. Immelt |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Chairman of the Board and Chief Executive Officer, General Electric Company | ||
| A. Jung |
Avon Products, Inc. 1345 Avenue of the Americas New York, NY 10105 |
Chairman and Chief Executive Officer, Avon Products, Inc. | ||
| A.G. Lafley |
The Procter & Gamble Company 1 Procter & Gamble Plaza Cincinnati, Oh 45202-3315 |
Chairman of the Board, President and Chief Executive The Procter & Gamble Company | ||
| K.G. Langone |
Invemed Associates, Inc. 375 Park Avenue New York, NY 10152 |
Chairman, President and Chief Executive Officer, Invemed Associates, Inc. |
Page 14 of 27
| R.S. Larsen |
Johnson & Johnson 100 Albany Street Suite 200 New Brunswick, NJ 08901 |
Former Chairman and Chief Executive Officer | ||
| R.B. Lazarus |
Ogilvy & Mather Worldwide 309 West 49th Street New York, NY 10019-7316 |
Chairman and Chief Executive Officer | ||
| S. Nunn |
King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 |
Partner, King & Spalding | ||
| R.S. Penske |
Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 |
Chairman of the Board and President, Penske Corporation | ||
| G.L. Rogers |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Vice Chairman of the Board and Executive Officer, General Electric Company | ||
| A.C. Sigler |
Champion International Corporation 1 Champion Plaza Stamford, CT 06921 |
Retired Chairman of the Board and CEO and former Director, Champion International Corporation | ||
| R.J. Swieringa |
S.C. Johnson Graduate School Cornell University 207 Sage Hall Ithaca, NY 14853-6201 |
Anne and Elmer Lindseth Dean and Professor of Accounting | ||
| D.A. Warner III |
J. P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York 345 Park Avenue New York, NY 10154 |
Former Chairman of the Board | ||
| R.C. Wright |
National Broadcasting Company, Inc. 30 Rockefeller Plaza New York, NY 10112 |
Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman and Chief Executive Officer, National Broadcasting Company, Inc. |
| Citizenship |
||
| C. X. Gonzalez |
Mexico | |
| Andrea Jung |
Canada | |
| All Others |
U.S.A |
Page 15 of 27
The names and principal occupations of the officers of General Electric Company are as follows:
| Name |
Present Business Address |
Present Principal Occupation | ||
| J.R. Immelt |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Chairman of the Board and Chief Executive Officer | ||
| P.D. Ameen |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Vice President and Comptroller | ||
| C. T. Begley |
General Electric Company 2901 East Lake Road Erie, PA 16531 |
Vice President—GE Transportation Systems | ||
| D.L. Calhoun |
General Electric Company 1 Neumann Way Cincinnati, OH 05215 |
Senior Vice President—GE Aircraft Engines | ||
| J.P. Campbell |
General Electric Company Appliance Park Louisville, KY 40225 |
Senior Vice President—GE Consumer Products | ||
| W.J. Conaty |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Senior Vice President—Human Resources | ||
| D.D. Dammerman |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman, General Electric Capital Services, Inc. | ||
| S.C. Donnelly |
General Electric Company One Research Circle Niskayuna, NY 12309 |
Senior Vice President—Corporate Research and Development | ||
| M.D. Fraizer |
General Electric Company 6620 W. Broad Street Richmond, VA 23230 |
Senior Vice President—GE Insurance | ||
| Y. Fujimori |
General Electric Company 21 Mita 1-chome Meguro-ku 3d Floor Alto Tokyo, Japan 153-0062 |
Senior Vice President—GE Asia |
Page 16 of 27
| A.H. Harper |
General Electric Company 260 Long Ridge Road Stamford, CT 06927 |
Senior Vice President – GE Equipment Management | ||
| B.W. Heineman, Jr. |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Senior Vice President—General Counsel and Secretary | ||
| J.M. Hogan |
General Electric Company P.O. Box 414 Milwaukee, WI 53201 |
Senior Vice President—GE Medical Systems | ||
| R.A. Jeffe |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Senior Vice President—Corporate Business Development | ||
| J. Krenicki |
General Electric Company 1 Plastics Avenue Pittsfield, MA 01201 |
Senior Vice President—GE Plastics | ||
| M.A. Neal |
General Electric Company 260 Long Ridge Road Stamford, CT 06927 |
Senior Vice President—GE Commercial Finance | ||
| D.R. Nissen |
General Electric Company 201 High Ridge Road Stamford, CT 06905-3417 |
Senior Vice President—GE Consumer Finance | ||
| J.A. Parke |
General Electric Company 260 Long Ridge Road Stamford, CT 06927 |
Senior Vice President—General Electric Company Vice Chairman, GE Capital Corporation | ||
| R.R. Pressman |
General Electric Company 5200 Metcalf Avenue Overland Park, KS 66201 |
Senior Vice President—Employers Reinsurance Corporation | ||
| G.M. Reiner |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Senior Vice President—Chief Information Officer | ||
| J.G. Rice |
General Electric Company 4200 Wildwood Parkway Atlanta, GA 30339 |
Senior Vice President—GE Power Systems |
Page 17 of 27
| G.L. Rogers |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Vice Chairman of the Board and Executive Officer | ||
| K.S. Sherin |
General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 |
Senior Vice President—Finance and Chief Financial Officer | ||
| L.G. Trotter |
General Electric Company 41 Woodford Avenue Plainville, CT 06062 |
Senior Vice President—GE Industrial Systems | ||
| W.A. Woodburn |
General Electric Company 187 Danbury Road Wilton, CT 06897 |
Senior Vice President—GE Specialty Materials | ||
| R.C. Wright |
National Broadcasting Company, Inc. 30 Rockefeller Plaza New York, NY 10112 |
Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman and Chief Executive Officer, National Broadcasting Company, Inc. |
| Citizenship |
||
| Yoshiaki Fujimori |
Japan | |
| All Others |
U.S.A. |
Page 18 of 27
Schedule VI
GE Capital Equity Investments, Ltd.
DIRECTORS AND SENIOR OFFICERS
| Name and Title |
Principal Business Address | |
| John L. Flannery |
120 Long Ridge Rd. | |
| Sole Director & President |
Stamford, CT 06927 | |
| Stephen S. Charles |
120 Long Ridge Road | |
| Managing Director, Risk |
Stamford, CT 06927 | |
| Daniel Janki |
120 Long Ridge Road | |
| Managing Director, Treasurer & CFO |
Stamford, CT 06927 | |
| Michael Fisher |
120 Long Ridge Road | |
| Managing Director |
Stamford, CT 06927 | |
| Jonathan K. Sprole |
120 Long Ridge Road | |
| Managing Director, General Counsel & Secretary |
Stamford, CT 06927 | |
| William Bradley |
120 Long Ridge Road | |
| Vice President, Controller |
Stamford, CT 06927 | |
| Ian Sharpe |
120 Long Ridge Road | |
| Vice President, Taxes |
Stamford, CT 06927 |
Citizenship of all Directors and Officers
U.S.A.
Page 19 of 27
Schedule VII
General Electric Capital Corporation
| Directors |
Principal Occupation | |
| David L. Calhoun |
Chief Executive Officer | |
| Director |
GE Aircraft Engines | |
| 1 Neumann Way | ||
| Cincinnati, OH 45215 | ||
| James A. Colica |
Senior Vice President, Global Risk Management | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Dennis D. Dammerman |
Vice Chairman and Executive Officer | |
| Director and Chairman of the Board |
GE Company | |
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Michael D. Fraizer |
President, GE Insurance | |
| Director |
GE Financial Assurance | |
| 6604 W. Broad Street | ||
| Richmond, VA 23230 | ||
| Arthur H. Harper |
President, GE Equipment Management | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Benjamin W. Heineman |
Senior Vice President, General Counsel and | |
| Director |
Secretary | |
| GE Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Jeffrey R. Immelt |
Chairman and Chief Executive Officer | |
| Director |
General Electric Company | |
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Robert A. Jeffe |
Senior Vice President, Corporate Business | |
| Director |
Development | |
| General Electric Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 |
Page 20 of 27
| John H. Myers |
Chairman and President | |
| Director |
GE Investment Corporation | |
| 3003 Summer Street, 7th Fl. | ||
| Stamford, CT 06905 | ||
| Michael A. Neal |
President, GE Commercial Finance | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| David R. Nissen |
President, Consumer Finance | |
| Director |
GE Capital Corporation | |
| 1600 Summer Street | ||
| Stamford, CT 06927 | ||
| James A. Parke |
Vice Chairman & Chief Financial Officer | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Ronald R. Pressman |
Chairman, President & CEO | |
| Director |
Employers Reinsurance Corporation | |
| 5200 Metcalf | ||
| Overland Park, KS 66204 | ||
| John M. Samuels |
Vice President and Senior Counsel, Corporate | |
| Director |
Taxes | |
| General Electric Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Keith S. Sherin |
Senior Vice President, Finance & Chief Financial | |
| Director |
Officer | |
| General Electric Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Robert C. Wright |
President and Chief Executive Officer | |
| Director |
National Broadcasting Company, Inc. | |
| 30 Rockefeller Plaza, 52nd Floor | ||
| New York, NY 10112 |
Citizenship of all Directors
U.S.A.
Page 21 of 27
| Executive Officers |
Principal Occupation | |
| Michael D. Fraizer |
President, GE Insurance | |
| President |
GE Financial Assurance | |
| 6604 W. Broad Street | ||
| Richmond, VA 23230 | ||
| Arthur H. Harper |
President, GE Equipment Management | |
| President |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Michael A. Neal |
President, GE Commercial Finance | |
| President |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| David R. Nissen |
President, Consumer Finance | |
| President |
GE Capital Corporation | |
| 1600 Summer Street | ||
| Stamford, CT 06927 | ||
| James A. Parke |
Vice Chairman & Chief Financial | |
| Vice Chairman and |
Officer | |
| Chief Financial Officer |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Ronald R. Pressman |
Chairman, President & CEO | |
| Executive Vice President |
Employers Reinsurance Corporation | |
| 5200 Metcalf | ||
| Overland Park, KS 66204 | ||
| Kathryn A. Cassidy |
Senior Vice President, Corp. Treasury & | |
| Senior Vice President |
Global Funding | |
| GE Capital Corporation | ||
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| James A. Colica |
Senior Vice President, Global Risk | |
| Senior Vice President |
Management | |
| GE Capital Corporation | ||
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Richard D’Avino |
Senior Vice President, Taxes | |
| Senior Vice President, Taxes |
GE Capital Corporation | |
| 777 Long Ridge Road | ||
| Stamford, CT 06927 |
Page 22 of 27
| Robert L. Lewis |
Senior Vice President, | |
| Senior Vice President |
GE Capital Corporation | |
| 120 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Joan C. Amble |
Vice President and Controller | |
| Vice President and Controller |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Brian T. McAnaney |
Vice President, General Counsel and Secretary | |
| Vice President, General Counsel and Secretary |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 |
Citizenship of all Officers
U.S.A.
Page 23 of 27
Schedule VIII
General Electric Capital Services, Inc.
| Directors |
Principal Occupation | |
| David L. Calhoun |
Chief Executive Officer | |
| Director |
GE Aircraft Engines | |
| 1 Neumann Way | ||
| Cincinnati, OH 45215 | ||
| James A. Colica |
Senior Vice President, Global Risk Management | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Dennis D. Dammerman |
Vice Chairman and Executive Officer | |
| Director and Chairman of the Board |
GE Company | |
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Michael D. Fraizer |
President, GE Insurance | |
| Director |
GE Financial Assurance | |
| 6604 W. Broad Street | ||
| Richmond, VA 23230 | ||
| Arthur H. Harper |
President, GE Equipment Management | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Benjamin W. Heineman |
Senior Vice President, General Counsel and | |
| Director |
Secretary | |
| GE Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Jeffrey R. Immelt |
Chairman and Chief Executive Officer | |
| Director |
General Electric Company | |
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Robert A. Jeffe |
Senior Vice President, Corporate Business | |
| Director |
Development | |
| General Electric Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 |
Page 24 of 27
| John H. Myers |
Chairman and President | |
| Director |
GE Investment Corporation | |
| 3003 Summer Street, 7th Fl. | ||
| Stamford, CT 06905 | ||
| Michael A. Neal |
President, GE Commercial Finance | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| David R. Nissen |
President, Consumer Finance | |
| Director |
GE Capital Corporation | |
| 1600 Summer Street | ||
| Stamford, CT 06927 | ||
| James A. Parke |
Vice Chairman & Chief Financial Officer | |
| Director |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Ronald R. Pressman |
Chairman, President & CEO | |
| Director |
Employers Reinsurance Corporation | |
| 5200 Metcalf | ||
| Overland Park, KS 66204 | ||
| John M. Samuels |
Vice President and Senior Counsel, Corporate | |
| Director |
Taxes | |
| General Electric Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Keith S. Sherin |
Senior Vice President, Finance & Chief Financial | |
| Director |
Officer | |
| General Electric Company | ||
| 3135 Easton Turnpike | ||
| Fairfield, CT 06431 | ||
| Robert C. Wright |
President and Chief Executive Officer | |
| Director |
National Broadcasting Company, Inc. | |
| 30 Rockefeller Plaza, 52nd Floor | ||
| New York, NY 10112 |
Citizenship of all Directors
U.S.A.
Page 25 of 27
| Executive Officers |
Principal Occupation | |
| Michael D. Fraizer |
President, GE Insurance | |
| President |
GE Financial Assurance | |
| 6604 W. Broad Street | ||
| Richmond, VA 23230 | ||
| Arthur H. Harper |
President, GE Equipment Management | |
| President |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Michael A. Neal |
President, GE Commercial Finance | |
| President |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| David R. Nissen |
President, Consumer Finance | |
| President |
GE Capital Corporation | |
| 1600 Summer Street | ||
| Stamford, CT 06927 | ||
| James A. Parke |
Vice Chairman & Chief Financial | |
| Vice Chairman and |
Officer | |
| Chief Financial Officer |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Ronald R. Pressman |
Chairman, President & CEO | |
| Executive Vice President |
Employers Reinsurance Corporation | |
| 5200 Metcalf | ||
| Overland Park, KS 66204 | ||
| Kathryn A. Cassidy |
Senior Vice President, Corp. Treasury & | |
| Senior Vice President |
Global Funding | |
| GE Capital Corporation | ||
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| James A. Colica |
Senior Vice President, Global Risk | |
| Senior Vice President |
Management | |
| GE Capital Corporation | ||
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Richard D’Avino |
Senior Vice President, Taxes | |
| Senior Vice President, Taxes |
GE Capital Corporation | |
| 777 Long Ridge Road | ||
| Stamford, CT 06927 |
Page 26 of 27
| Joan C. Amble |
Vice President and Controller | |
| Vice President and Controller |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 | ||
| Brian T. McAnaney |
Vice President, General Counsel and Secretary | |
| Vice President, General Counsel and Secretary |
GE Capital Corporation | |
| 260 Long Ridge Road | ||
| Stamford, CT 06927 |
Citizenship of all Officers
U.S.A.
Page 27 of 27