UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 1
The Grand Union Company
- ------------------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 1.00 Per Share)
(Upon Conversion of Class A Convertible Preferred Stock)
- ------------------------------------------------------------------------
(Title of Class of Securities)
386532303
- ------------------------------------------------------------------------
(CUSIP Number)
David K. Robbins, Esq. Michael Pastore, Esq.
Fried, Frank, Harris, Shriver General Electric Investment
& Jacobson Corporation
725 S. Figueroa Street, Suite 3890 3003 Summer Street
Los Angeles, CA 90017 Stamford, Connecticut 06904
(213) 689-5800 (203) 326-2312
- ---------------------------------- -----------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
September 17, 1996
- ------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("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).
SCHEDULE 13D
CUSIP No. 336532303 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL CAPITAL INVESTORS II, L.P.
EIN: 95-4499689
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
6,896,551.724
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
6,896,551.724
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 336532303 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREFOIL INVESTORS II, INC.
EIN: 95-4498559
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
6,896,551.724
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,896,551.724
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIGMA HEDGE PARTNERS, G.P.
EIN: 06-1420583
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
NOT APPLICABLE (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,896,551.724
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 336532303 Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DELTA PT INVESTORS CORPORATION
EIN: 06-142580
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
NOT APPLICABLE (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,896,551.724
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303 Page 6 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EPSILON EQUITIES, INC.
EIN: 06-142580
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
NOT APPLICABLE (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 336532303 Page 7 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
EIN: 14-6015763
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
NOT APPLICABLE (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF
SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,896,551.724
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
EP
SCHEDULE 13D
CUSIP No. 386532303 Page 8 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP
EIN: 06-1429671
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
6,896,551.724
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
6,896,551.724
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 386532303 Page 9 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE INVESTMENT MANAGEMENT INCORPORATED
EIN: 06-1238874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
NOT APPLICABLE (b) [ ]
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) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES 7 SOLE VOTING POWER
6,896,551.724
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
6,896,551.724
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,793,103.448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.97%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 386532303 Page 10 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY
EIN: 14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
NOT APPLICABLE (b) [ ]
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) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF
SHARES 7 SOLE VOTING POWER
DISCLAIMED (SEE 11 BELOW)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
DISCLAIMED (SEE 11 BELOW)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF 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* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPLICABLE
14 TYPE OF REPORTING PERSON*
CO
ITEM 1. SECURITY AND ISSUER.
-------------------
Item 1 of the Schedule 13D is hereby amended and
supplemented to add the following:
This Amendment No. 1 ("Amendment No. 1") is filed on
behalf of Trefoil Capital Investors II, L.P., a Delaware limited
partnership ("Trefoil"), Trefoil Investors II, Inc., a Delaware
corporation ("Trefoil III"), Sigma Hedge Partners, G.P., a
Delaware partnership ("Sigma"), Delta PT Investors Corporation, a
Delaware corporation ("Delta"), Epsilon Equities, Inc., a
Delaware corporation ("Epsilon"), the Trustees of General
Electric Pension Trust, a New York common law trust ("GEPT"), GE
Investments Private Placement Partners II, A Limited Partnership,
a Delaware limited partnership ("GEI" and collectively with
Trefoil, the "Purchasers"), GE Investment Management
Incorporated, a Delaware corporation ("GEIM") and General
Electric Company, a New York corporation (collectively, the
"Filing Persons"), in respect of the Schedule 13D filed by the
Filing Persons with the Securities and Exchange Commission on
August 12, 1996 (the "Schedule 13D"), relating to the common
stock, par value $1.00 per share (the "Common Stock") of The
Grand Union Company (the "Company"), which is issuable upon
conversion of the shares of the Company's Class A Convertible
Preferred Stock, par value $1.00 per share (the "Preferred
Stock") to be purchased by Trefoil and GEI pursuant to, and
subject to the conditions of, the Stock Purchase Agreement, dated
as of July 30, 1996, by and among the Company, Trefoil and GEI
(the "Stock Purchase Agreement"). Capitalized terms used herein
without definition shall have the meanings given them in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Items 2(a)-(c) and 2(f) of the Schedule 13D are hereby
amended and supplemented to add the following:
In connection with the Principal Closing, the Company
has increased the size of its Board of Directors to nine members,
of whom four were selected by the Purchasers. In addition, the
Purchasers have selected Roger Stangeland, the Company's Chairman
prior to the Principal Closing, as their fifth designee.
The name, business address, and principal occupation or
employment of each of the Purchasers' designees are set forth
below. Each of the persons named below is a citizen of the
United States.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------- ----------------------------------
Geoffrey T. Moore Managing Director of Shamrock Capital
Shamrock Group Advisors, Inc. ("SCA") and Vice
4444 Lakeside Drive President of Shamrock Holdings, Inc.
Burbank, CA 91505
Clifford A. Miller Senior Consultant to Shamrock
Shamrock Group Holdings, Inc.
4444 Lakeside Drive
Burbank, CA 91505
James Costello Retired; formerly Comptroller and
c/o GE Investment Chief Accounting Officer of the
Management Incorporated General Electric Company.
3003 Summer Street
Stamford, CT 06905
Richard Stonesifer Retired; formerly Senior Vice
c/o GE Investment President of the General Electric
Management Incorporated Company and Chief Executive Officer of
3003 Summer Street GE Appliances.
Stamford, CT 06905
Item 2(d)-(e) of the Schedule 13D is hereby amended and
supplemented to add the following:
(d)-(e) During the past five years, to the best
knowledge of Trefoil as to Messrs. Moore and Miller, and to the
best knowledge of GEI, as to Messrs. Costello and Stonesifer,
none of the persons named above has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
--------------------------------------
Item 3 of the Schedule 13D is hereby amended and
supplemented to add the following:
On September 17, 1996, the Company, Trefoil and GEI
consummated the Principal Closing pursuant to the Stock Purchase
Agreement, thereby purchasing an aggregate of 800,000 shares of
the Preferred Stock for $40,000,000. The funds used to purchase
the shares of Preferred Stock were obtained in the manner set
forth in the Schedule 13D.
In connection with the Principal Closing, the Company
paid the aggregate $4,000,000 transaction fee to SCA and GEIM, as
described in the Schedule 13D. In addition, the Company paid to
SCA the first semi-annual installment of the services fee
pursuant to the Management Services Agreement in the amount of
$150,000.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 of the Schedule 13D is hereby amended and
supplemented to add the following:
On September 17, 1996, the Company, Trefoil and GEI
consummated the Principal Closing pursuant to the Stock Purchase
Agreement, thereby purchasing an aggregate of 800,000 shares of
the Preferred Stock for $40,000,000.
In connection with the Principal Closing, the Company
has increased the size of its Board of Directors to nine members,
of whom four were selected by the Purchasers. In addition, Roger
Stangeland, the Company's Chairman prior to the Principal
Closing, has agreed to continue to serve on the Board as the
Purchasers' fifth designee.
Subject to the foregoing and to the response to Item 5
herein, the Purchasers have no plans or proposals which relate to
or would result in any such transaction, event or action as is
enumerated in paragraphs (a) through (j) of Item 4 of the form of
Schedule 13D promulgated under the Exchange Act.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
Item 5(a) of the Schedule 13D is hereby amended to read
in its entirety as follows:
(a) For purposes of Rule 13d-3 under the Exchange Act,
by virtue of the Stock Purchase Agreement, each of Trefoil and
GEI may be deemed to be the beneficial owner of an aggregate of
13,793,103.448 shares of Common Stock into which the aggregate
2,000,000 Shares to be purchased by them pursuant to the Stock
Purchase Agreement are convertible. Each of Trefoil and GEI has
agreed pursuant to the Stock Purchase Agreement to purchase
1,000,000 Shares, convertible into 6,896,551.724 shares of Common
Stock. Such 13,793,103.448 shares of Common Stock, if
outstanding, would constitute approximately 57.97%(FN1) of
the total number of shares of Common Stock outstanding.
(FN1) Based on 10,000,000 shares of Common Stock outstanding as of
July 30, 1996, as represented by the Company in the Stock
Purchase Agreement, and a conversion price of $7.25 per
share of Common Stock, determined as of the date of the
Principal Closing in accordance with the terms of the
Certificate of Designation.
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: September 18, 1996
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.,
a general partner
By:
-----------------------------
Name: Robert G. Moskowitz
Title: Vice President
TREFOIL INVESTORS II, INC.
By:
-----------------------------
Name: Robert G. Moskowitz
Title: Vice President
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: September 18, 1996
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management Incorporated,
as general partner
By:
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GE INVESTMENT MANAGEMENT
INCORPORATED
By:
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC COMPANY
By:
-----------------------------
Name: Dale F. Frey
Title: Vice President
SIGMA HEDGE PARTNERS, G.P.
By: Delta PT Investors Corporation,
a general partner
By:
-----------------------------
Name: Michael M. Pastore
Title: Vice President
DELTA PT INVESTORS CORPORATION
By:
-----------------------------
Name: Michael M. Pastore
Title: Vice President
EPSILON EQUITIES, INC.
By:
-----------------------------
Name: Michael M. Pastore
Title: Vice President
GENERAL ELECTRIC PENSION TRUST
By:
-----------------------------
Name: Alan M. Lewis
Title: Trustee
