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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
-----
USF&G Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
903290 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael M. Pastore, Esq., GE Investment Management Incorporated
- --------------------------------------------------------------------------------
3003 Summer Street, Stamford, CT 06904 (203) 326-2300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 9, 1995
------------------------------------------------------
(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 [ ] . (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 20 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).
Exhibit Index on Page 43
Total Pages 71
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP 903290 10 4 Page 2 of 71 Pages
----------------------- ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees of 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
7 SOLE VOTING POWER
NUMBER OF
3,670,603
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
None
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
3,670,603
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,670,603 shares (including 873,181 shares upon conversion of
preferred stock) or, if each Reporting Person is deemed to be
a group, 8,093,112 shares
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)
3% or, if each Reporting Person is deemed to be a group,
6.786%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 3 of 71 Pages
------------------ ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Private Placement Partners I, Limited Partnership
I.R.S. # 06-1305217
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
7 SOLE VOTING POWER
NUMBER OF
2,108,802
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
None
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
2,108,802
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,108,802 shares (including 623,701 shares upon conversion of
preferred stock) or, if each Reporting Person is deemed to be
a group, 8,093,112 shares
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)
1.8% or, if each Reporting Person is deemed to be a group,
6.786%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 4 of 71 Pages
--------------------- ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Mortgage Insurance Company
(I.R.S. # 31-0985858
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 North Carolina
7 SOLE VOTING POWER
NUMBER OF
1,247,400
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
1,247,400
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,247,400 shares (including 311,850 shares upon conversion of
preferred stock), or if each Reporting Person is deemed to be
a group, 8,093,112 shares
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)
1% or, if each Reporting Person is deemed to be a group,
6.786%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 5 of 71 Pages
----------------- ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Employers Reinsurance Corporation
I.R.S. # 48-1024691
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 Missouri
7 SOLE VOTING POWER
NUMBER OF
831,600
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
831,600
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
831,600 shares (including 207,900 shares upon conversion of
preferred stock) or, if each Reporting Person is deemed to be
a group, 8,093,112 shares
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)
.7% or, if each Reporting Person is deemed to be a group,
6.786%
14 TYPE OF REPORTING PERSON*
IC CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 6 of 71 Pages
----------------- ---------- -----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elfun Trusts
I.R.S. # 13-6067455
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
7 SOLE VOTING POWER
NUMBER OF
212,370
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
212,370
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,370 shares (including 62,370 shares upon conversion of
preferred stock) or, if each Reporting Person is deemed to be
a group, 8,093,112 shares
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)
.02% or, if each Reporting Person is deemed to be a group,
6.786%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 7 of 71 Pages
----------------- ---------- -----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Insurance Plan Trust
I.R.S. # 51-0169382
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
7 SOLE VOTING POWER
NUMBER OF
22,400
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
22,400
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,400 shares of, if each Reporting Person is deemed to be a
group, 8,093,112 shares
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)
.02% or, if each Reporting Person is deemed to be a group,
6.786%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 8 of 71 Pages
----------------- ---------- -----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Investment Corporation
(I.R.S. # 22-2152310)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
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
Delaware
7 SOLE VOTING POWER
NUMBER OF
Disclaimed (See 11 below)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
Disclaimed (See 11 below)
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by General
Electric Investment 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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 9 of 71 Pages
----------------- ---------- -----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Investment Management Incorporated
(I.R.S. # 06-1238874)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
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 Delaware
7 SOLE VOTING POWER
NUMBER OF
Disclaimed (See 11 below)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
Disclaimed (See 11 below)
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by GE Investment
Management Incorporated
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 10 of 71 Pages
----------------- ---------- ----------
1 NAME OF REPORTING PERSON
S.S. 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) [ ]
Not applicable
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
New York State
7 SOLE VOTING POWER
NUMBER OF
Disclaimed (See 11 below)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
Disclaimed (See 11 below)
WITH
10 SHARED DISPOSITIVE POWER
0
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* [ ]
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
NOTE: This Amendment No. 1 amends and supplements the Statement on Schedule 13D
- ----
(the "Statement") filed on February 19, 1992 with the Securities and Exchange
Commission by Trustees of General Electric Pension Trust, a New York common law
trust ("GEPT"), General Electric Private Placement Partners I, Limited
Partnership, a Delaware limited partnership (the "Partnership"), General
Electric Mortgage Insurance Company, a North Carolina corporation ("GEMIC"),
Employers Reinsurance Corporation, a Missouri corporation ("ERC"), Elfun Trusts,
a New York common law trust ("Elfun"), and S&S Program Mutual Fund, a New York
common law trust ("S&S") (each such person, except S&S, an "Original Reporting
Person").
Capitalized terms used and not defined in this Amendment have the
meanings set forth in the Statement.
Item 1. Security and Issuer
- ------- -------------------
Item 1 is hereby amended as follows:
The Original Reporting Persons have acquired shares of Common Stock
pursuant to a conversion of certain shares of Series B Stock as more fully
described in this Amendment No. 1.
The current Reporting Persons (as defined below in Item 2) may constitute
a group as such term is used in Section 13(d)(3) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"). Information with respect to each
Reporting Person is given solely by such Reporting Person and no Reporting
Person has responsibility for the accuracy or completeness of information
supplied by any other Reporting Person. The Reporting Persons have entered into
a Joint Filing Agreement, dated March 6, 1996, attached hereto as Schedule I.
Item 2. Identity and Background
- ------- -----------------------
Item 2 is hereby amended as follows:
The Statement is filed on behalf of GEPT, the Partnership, GEMIC, ERC,
Elfun, GE Insurance Plan Trust, a New York trust ("GEIPT"), GE Investment
Management Incorporated, a Delaware corporation ("GEIM"), General Electric
Investment Corporation, a Delaware corporation ("GEIC"), and General Electric
Company, a New York corporation ("GE") (each such person, a "Reporting
Person").
The address and principal offices of GEPT, the Partnership, Elfun, GEIM,
GEIC, and GEIPT is 3003 Summer Street, Stamford, Connecticut 06904. The address
and
Page 11 of 71 Pages
<PAGE>
principal offices of GEMIC is 6001 Six Ford Road, Raleigh, North Carolina 27609.
The address and principal offices of ERC is 5200 Metcalf, Overland Park, Kansas
66201. The address and principal offices of GE is 3135 Easton Turnpike,
Fairfield, Connecticut 06431.
For information with respect to the identity and background of each
(i) Trustee of GEPT see Schedule II attached hereto; (ii) Executive Officer and
Director of the general partner of the Partnership see Schedule III attached
hereto; (iii) Executive Officer and Director of GEMIC see Schedule IV attached
hereto; (iv) Executive Officer and Director of ERC see Schedule V attached
hereto; (v) Trustee of Elfun see Schedule VI attached hereto; (vi) Trustee of
GEIPT see Schedule VII attached hereto; (vii) Executive Officer and Director of
GEIM see Schedule VIII attached hereto; (viii) Executive Officer and Director of
GEIC see Schedule IX attached hereto; (ix) Executive Officer and Director of GE
see Schedule X attached hereto. The business address for each such person is
the same as the address for the relevant Reporting Person described in the
preceding paragraph.
Except for (i) and (ii) below, during the last five years, neither any
Reporting Person nor, to the best knowledge of each Reporting Person, any person
identified in Schedules II through X has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws:
(i) On March 12, 1993, in the U.S. District Court for the District of
Connecticut, a complaint was brought by employees of Aerospace business of
General Electric Company, the assets of which were sold to Martin Marietta
Corporation. The action was to clarify and enforce rights to pension benefits
in accordance with, and rights to assets held in, the GE Pension Plan.
According to the documents of sale, all active GE Aerospace employees and
certain assets of the GE Pension Plan were transferred to Martin Marietta
Corporation. The case is still pending.
(ii) On February 17, 1994, allegations were brought against General Electric
Company (GE) that GE entered into an anti-competitive agreement in violation
of federal anti-trust laws. The indictment charges GE, one European employee
of GE's superabrasives business,
Page 12 of 71 Pages
<PAGE>
De Beers Centenary A.G., Peter Franz & Philippe Liotier with entering into an
anti-competitive agreement. GE denies the charges and intends to vigorously
defend the indictment. The case is still pending.
All Reporting Persons and to the best knowledge of each Reporting Person,
all persons identified in Schedule II through X are United states citizens
except as disclosed on such Schedules.
Item 3. Source and Amount of Funds and Other Consideration
- ------- --------------------------------------------------
Item 3 is hereby supplemented as follows:
On October 17, 1995, the Partnership converted 66,138 shares of Series B
Stock into 550,004 shares of Common Stock. On November 9, 1995, (i) GEPT
converted 315,000 shares of Series B Stock into 2,619,541 shares of Common
Stock; (ii) the Partnership converted 158,862 shares of Series B Stock into
1,321,097 shares of Common Stock; (iii) GEMIC converted 112,500 shares of Series
B Stock into 935,550 shares of Common Stock; (iv) ERC converted 75,000 shares of
Series B Stock into 623,700 shares of Common Stock; and (v) Elfun converted
22,500 shares of Series B Stock into 187,110 shares of Common Stock. Each such
Reporting Person paid no additional consideration in connection with the
acquisition of shares of Common Stock pursuant to the conversion of such Series
B Stock by such Reporting Person. Each such Reporting Person continues to hold
the Series B Stock which were not so converted as follows: (i) 105,000 shares
of Series B Stock held by GEPT, (ii) 75,000 shares of Series B Stock held by the
Partnership, (iii) 37,500 shares of Series B Stock held by GEMIC, (iv) 25,000
shares of Series B Stock held by ERC, and (v) 7,500 shares of Series B Stock
held by Elfun.
In addition to the shares of Common Stock and Series B Stock listed
above, GEPT beneficially owns 177,881 shares of publicly-traded Common Stock
which it purchased with funds from trust assets. Also, GEIPT beneficially owns
22,400 shares of publicly-traded Common Stock which it purchased with funds from
trust assets.
Item 4. Purpose of Transaction
- ------- ----------------------
Item 4 is hereby supplemented as follows:
The Reporting Persons have acquired, or continue to hold, as the case may
be, the Common Stock and Series B Stock as an investment. While the Reporting
Persons have no present intention of seeking control, they will continue to
review their investment in the Company and monitor and evaluate future
development at the Company and, based upon
Page 13 of 71 Pages
<PAGE>
such analysis, may (i) attempt to acquire additional shares of Common Stock
(subject to availability of shares at prices deemed favorable), (ii) convert
their remaining Series B Stock in whole or in part, or (iii) dispose of shares
of Common Stock or Series B Stock by them or Common Stock received upon
conversion of Series B Stock in the open market, in privately negotiated
transactions or otherwise.
The purpose of the acquisition of the Common Stock pursuant to the
conversion of the Series B Stock is described as follows: On October 11, 1995,
the Company, in accordance with the Articles Supplementary, delivered a notice
of partial redemption ("Redemption Notice") to the Reporting Persons holding
Series B Stock calling for a redemption on November 10, 1995 (the "Redemption
Date") of Subseries 1995 and Subseries 1996 of the Series B Stock for redemption
price of $100 per share plus accrued and unpaid dividends on the Redemption
Date. In lieu of the mandatory redemption of such Subseries of Series B Stock,
the Reporting Persons, in accordance with the Articles Supplementary, converted
such Subseries 1995 and Subseries 1996 of the Series B Stock into Common Stock
at a conversion ratio of 8.3160083 shares of Common Stock for 1 share of Series
B Stock ($100 liquidation value divided by the conversion price of $12.025).
Such Reporting Person also received cash from the Company for accrued and unpaid
dividends and any fractional shares. 66,138 shares of the Subseries 1995 of the
Series B Stock were converted by the Partnership on October 17, 1995 and the
remaining shares of the Subseries 1995 and Subseries 1996 of the Series B Stock
were converted by the Reporting Persons on November 9, 1995.
Item 5. Interest in Securities of the Issuer (119,263,025 outstanding)
- ------- --------------------------------------------------------------
Item 5 is hereby amended as follows:
(a) (i) GEPT has beneficial ownership of 3,670,603 shares of Common
Stock, representing 3% of such class currently outstanding; (ii) the Partnership
has beneficial ownership of 2,108,482 shares of Common Stock, representing 1.8%
of such class currently outstanding; (iii) GEMIC has beneficial ownership of
1,247,400 shares of Common Stock, representing 1% of such class currently
outstanding; (iv) ERC has beneficial ownership of 831,600 shares of Common
Stock, representing .7% of such class currently outstanding; (v) Elfun has
beneficial ownership of 248,470 shares of Common Stock, representing .02% of
such class currently outstanding; (vi) GEIPT has beneficial ownership of 22,400
shares of common stock, representing .02% of such class currently outstanding;
(vii) GEIM, GEIC and GE disclaim beneficial ownership of all shares. If the
Reporting Persons are deemed to be a group for the purposes
Page 14 of 71 Pages
<PAGE>
of Section 13(d)(3) of the Securities Exchange Act of 1934, (i) 6,014,173 shares
of Common Stock are currently beneficially owned by such group and (ii) under
the circumstances described in Items 4 and 6 of the Statement and in the
Articles Supplementary, the 250,000 shares of Series B Stock beneficially owned
by such group are convertible into 2,079,002 shares of Common Stock. After
giving effect to the issuance of such shares of Common Stock upon conversion of
the Series B Stock, if the Reporting Persons are deemed to be a group, they will
beneficially own 8,093,175 shares of Common Stock or approximately 6.786% of the
issued and outstanding shares of Common Stock based on the 119,263,025 shares of
Common Stock, which the 10-Q states were outstanding as of September 30, 1995.
(b) Except as set forth above and in this Item 5, no Reporting Person,
nor, to the best knowledge of each such Reporting Person, any person identified
in Schedules II through X, beneficially owns any shares of Common Stock or
effected any transaction in shares of Common Stock during the preceding 60 days.
To date, the Partnership has sold 386,000 shares of Common Stock in the
open market through Rule 144 transactions on such dates as follows:
DATE OF SALE NUMBER OF SHARES SOLD
----------------------------------------------------
October 17, 1995 (100,000)
October 19, 1995 (50,000)
October 23, 1995 (50,000)
November 22, 1995 (60,000)
December 8, 1995 (66,400)
February 8, 1996 (32,000)
February 9, 1996 (2,600)
February 12, 1996 (25,000)
The Partnership may continue to make dispositions of the remaining portion of
its holdings of Common Stock or Series B Stock or Common Stock received upon
conversion of such Series B Stock in Rule 144 transactions or otherwise.
In addition, to date, Elfun sold 37,110 shares of Common Stock on February 26,
1996 and certain accounts managed by GEIM sold 26,110 shares of Common Stock on
February 23, 1996 and February 26, 2996, such sales were made in the open market
through Rule 144 transactions.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
- ------- --------------------------------------------------------------------
Securities of the Issuer
------------------------
Item 6 is hereby supplemented as follows:
Page 15 of 71 Pages
<PAGE>
In anticipation of conversion of the Series B Stock subject to the Redemption
Notice, the Reporting Persons and the Company executed a letter dated October
11, 1995, as amended by a letter, dated October 13, 1995 (together the
"Conversion Letter"), whereby the parties set forth certain understandings with
regard to the conversion of such Series B Stock by the Reporting Persons on or
before the day immediately preceding the Redemption Date, the payment by the
Company of certain expenses of the Reporting Persons with respect to such
conversion and the agreement by the Company to file a new registration statement
on behalf of the Reporting Persons for up to 2,500,000 shares of Common Stock
received upon conversion of such Series B Stock.
The foregoing description of the Conversion Letter is qualified in its
entirety by the complete text of such document, a copy of which is attached
hereto as Exhibit 4.
Item 7. Material to Be Filed as Exhibits
- ------- --------------------------------
Item 7 is hereby supplemented as follows:
Exhibit 4 Letter, dated October 11, 1995, among the original Reporting
Persons, and the Company, as amended by a letter, dated October 13,
1995.
Page 16 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
-----------------------------------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: May 9, 1996
Page 17 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP
By: GE Investment Management Incorporated, Its General Partner
By: /s/ Alan M. Lewis
-----------------------------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: May 9, 1996
Page 18 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
GENERAL ELECTRIC MORTGAGE INSURANCE CORPORATION
By: General Electric Investment Corporation, Its Investment
Manager
By: /s/ Alan M. Lewis
-----------------------------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: May 9, 1996
Page 19 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
EMPLOYERS REINSURANCE CORPORATION
By: General Electric Investment Corporation, Its Investment
Manager
By: /s/ Alan M. Lewis
-----------------------------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: May 9, 1996
Page 20 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
ELFUN TRUSTS
By: /s/ Alan M. Lewis
-----------------------------------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: May 9, 1996
Page 21 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
GE INSURANCE PLAN TRUST
By: /s/ Alan M. Lewis
------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: May 9, 1996
Page 22 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
GE INVESTMENT MANAGEMENT
INCORPORATED
By: /s/ Alan M. Lewis
-----------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: May 9, 1996
Page 23 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
GENERAL ELECTRIC INVESTMENT
CORPORATION
By: /s/ Alan M. Lewis
-----------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: May 9, 1996
Page 24 of 71 Pages
<PAGE>
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, correct and
complete.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of this
Amendment No. 1 on its own behalf.
GENERAL ELECTRIC COMPANY
By: /s/ Dale F. Frey
---------------------------
Name: Dale F. Frey
Title: Vice President
Dated: May 9, 1996
Page 25 of 71 Pages
<PAGE>
Schedule I
----------
Joint Filing Agreement
----------------------
The undersigned parties hereby agree that the Amendment No. 1 to the
Schedule 13D filed herewith is being filed jointly with the Securities and
Exchange Commission pursuant to Section 13-d-1(f)(1) on behalf of each such
person.
Dated May 9, 1996
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Trustee
GENERAL ELECTRIC PRIVATE PLACEMENT PARTNERS
I, LIMITED PARTNERSHIP
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
GENERAL ELECTRIC MORTGAGE INSURANCE COMPANY
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
EMPLOYERS REINSURANCE CORPORATION
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Page 26 of 71 Pages
<PAGE>
ELFUN TRUSTS
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Trustee
GE INSURANCE PLAN TRUST
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Trustee
GENERAL ELECTRIC INVESTMENT CORPORATION
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
GE INVESTMENT MANAGEMENT INCORPORATED
By /s/ Alan M. Lewis
----------------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
GENERAL ELECTRIC COMPANY
By /s/ Dale F. Frey
----------------------------------------
Name: Dale F. Frey
Title: Vice President
Page 27 of 71 Pages
<PAGE>
Schedule II
-----------
GENERAL ELECTRIC PENSION TRUST
------------------------------
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Trustees of General Electric Pension Trust are as
follows:
Dale F. Frey
Eugene K. Bolton
Michael J. Cosgrove
Ralph R. Layman
Alan M. Lewis
John H. Myers
Donald W. Torey
Alan M. Lewis
Page 28 of 71 Pages
<PAGE>
Schedule III
------------
GE INVESTMENT MANAGEMENT INCORPORATED,
GENERAL PARTNER OF GENERAL ELECTRIC INVESTMENT
PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP
-------------------------------------------------
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Executive Officers and Directors of GE Investment
Management Incorporated are as follows:
Officers
- --------
Dale F. Frey Chairman of the Board, Chief Executive Officer and
President
Eugene K. Bolton Executive Vice President
Michael J. Cosgrove Executive Vice President
Ralph R. Layman Executive Vice President
Alan M. Lewis Executive Vice President, General Counsel and
Secretary
John H. Myers Executive Vice President
Geoffrey R. Norman Executive Vice President
Donald W. Torey Executive Vice President and Treasurer
Stephen B. Hoover Senior Vive President
Philip A. Mercurio Senior Vice President
Philip A. Riordan Senior Vice President
Mark A. Dunham Senior Vice President
Suzanne D. Dowd Vice President
Ronald I. Felmus Vice President
Keith G. Smith Vice President
Michael D. Wright Vice President
Constance K. Doyle Vice President
Steven M. Beringer Vice President
Joseph M. Velez Vice President
Matthew J. Witkos Vice President
Christopher P. Mullahy Vice President
Michael S. Petrucelli Vice President - Finance
Michael J. Strone Vice President and Assistant Secretary
Michael M. Pastore Vice President and Assistant Secretary
Matthew J. Simpson Vice President and Assistant
Secretary
Page 29 of 71 Pages
<PAGE>
Directors
- ---------
Eugene K. Bolton
Michael J. Cosgrove
Dale F. Frey
Ralph R. Layman
Alan M. Lewis
John H. Myers
Geoffrey R. Norman
Donald W. Torey
Page 30 of 71 Pages
<PAGE>
Schedule IV
-----------
GENERAL ELECTRIC MORTGAGE INSURANCE CORPORATION
-----------------------------------------------
c/o General Electric Investment Corporation
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Executive Officers and Directors of General Electric
Mortgage Insurance Corporation are as follows:
Officers
- --------
Gregory T. Barmore Chairman & Chief Executive Officer
Mike S. Zafirovski President & Chief Operating Officer
Martin H. Heck Executive Vice President & General Manager
Carolyn S. Littles Senior Vice President & Chief Financial Officer
Jeremia Jacobs Senior Vice President
Stewart B. Koenigsberg Senior Vice President
Gerhard A. Miller Senior Vice President & Secretary
Richard Natasi Senior Vice President
Graham Williams Senior Vice President
Thomas M. Pfeiffer Vice President
Brian Hurley Vice President & Regional Manager (Canada)
John C. Burns Vice President & Regional Manager
James M. Keane Vice President & Regional Manager
Joan Stehman Vice President & Regional Manager
Robert Yeckley Vice President & Regional Manager
Edward Conners Vice President
Joe Connors Vice President
F. Ross Conyers Vice President
Sherie Cordell Vice President & Assistant Secretary
Ronald L. Gainer Vice President
Mark Goldhaber Vice President
Jeannie B. Green Vice President & Assistant Secretary
Mary Elizabeth Grotto Vice President
Tom Hassinger Vice President
Catherine D. Hinkle Vice President & Assistant Secretary
Sean Lowther Vice President & Treasurer
James Lynn Vice President
Kevin L. McDougall Vice President & Assistant Secretary
Nancy A. McDougall Vice President
Domenic Melillo Vice President
Frank G. Mertes Vice President
Richard Musci Vice President
Cheryl Nolda Vice President
Page 31 of 71 Pages
<PAGE>
James Schumacher Vice President
C.F. Steineger Vice President
Mark Steinman Vice President
Joanne A. Stewart Vice President
John C. Taggart Vice President & Assistant Secretary
Directors
- ---------
G.T. Barmore
M.H. Heck
S. Koenisberg
C.S. Littles
G.A. Miller
J.B. Rabitz
G. Williams
M.S. Zafirovski
Page 32 of 71 Pages
<PAGE>
Schedule V
----------
EMPLOYERS REINSURANCE CORPORATION
-----------------------------------
c/o General Electric Investment Corporation
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Executive Officers and Directors of Employers
Reinsurance Corporation are as follows:
Officers
- --------
Kaj Ahlmann Chairman, President & Chief Executive Officer
Michael E. Miller (Chicago) Senior Vice President
Hoyt H. Wood, Jr. Senior Vice President
C. Alan Mauch Senior Vice President
John M. Connelly Senior Vice President, General Counsel &
Secretary
Joseph W. Levin Senior Vice President & Actuary
Jean M. Stalcup Senior Vice President
Jerry L. Woolard Senior Vice President
Robert R. Cross Vice President
James R. Batterson Vice President
Robert J. Breckenridge Vice President
Charles E. Heath Vice President
Leonard L. Henre Vice President
Richard E. Fagerberg Vice President
Robert C. Scheibel Vice President
Mark L. Ricciardelli Vice President
(New York)
Ronald E. Miller Vice President
Paul T. Johnson Vice President
J. Larry McClellan Vice President
Darrell E. Franklin Vice President
(Kansas City)
Robert E. Monroe Vice President & Comptroller
Robert E. Jackels (Atlanta) Vice President
William J. O'Donnell, III Vice President
(San Francisco)
James F. Dore Vice President & Chief Financial Officer
Paul K. Limpic Vice President
Stuart A. Schlemmer Vice President
John L. Murphy (Boston) Vice President
Kathryn J. Baker Vice President & Associate General Counsel
Howard T. Johnson Vice President
Galen D. Mussman Vice President
Page 33 of 71 Pages
<PAGE>
Daniel J. Torpey Vice President
Richard S. Brownfield Vice President
(Columbus)
Jorgen K. Jensen Vice President
Robert A. Crane Vice President
Paul I. Longman Vice President
Suzanne A. Shank Vice President
Gary R. Teaney Treasurer
Directors
- ---------
Kaj Ahlmann
James R. Batterson
John M. Connelly
Robert R. Cross
James F. Dore
Charles E. Heath
Dr. Achim Kann
Joseph W. Levin
C. Alan Mauch
Annette K. Sadolin
Jean M. Stalcup
Hoyt H. Wood, Jr.
Jerry L. Woolard
Page 34 of 71 Pages
<PAGE>
Schedule VI
-----------
TRUSTEES OF ELFUN TRUSTS
------------------------
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Trustees of Elfun Trusts are as follows:
E.K. Bolton
M.J. Cosgrove
R.R. Layman
A.M. Lewis
J.H. Myers
D.W. Torey
D.F. Frey
Page 35 of 71 Pages
<PAGE>
Schedule VII
------------
General Electric Insurance
Plan Trust
--------------------------
The names of the Trustees of General Electric Insurance Plan Trust are
as follows:
D.F. Frey
E.K. Bolton
M.J. Cosgrove
R.R. Layman
A.M. Lewis
J.H. Myers
D.W. Torey
Page 36 of 71 Pages
<PAGE>
Schedule VIII
-------------
GE INVESTMENT MANAGEMENT INCORPORATED
-------------------------------------
The names of the Executive Officers and Directors of GE Investment
Management Incorporated are as follows:
Officers:
Dale F. Frey Chairman of the Board, Chief Executive Officer and
President
Eugene K. Bolton Executive Vice President
Michael J. Cosgrove Executive Vice President
Ralph R. Layman Executive Vice President
Alan M. Lewis Executive Vice President
John H. Myers Executive Vice President
Geoffrey R. Norman Executive Vice President
Donald W. Torey Executive Vice President and Treasurer
Stephen B. Hoover Senior Vice President
Philip A. Mercurio Senior Vice President
Philip A. Riordan Senior Vice President
Mark A. Dunham Senior Vice President
Suzanne D. Dowd Vice President
Ronald I. Felmus Vice President
Keith G. Smith Vice President
Michael D. Wright Vice President
Constance K. Doyle Vice President
Steven M. Beringer Vice President
Joseph M. Velez Vice President
Matthew J. Witkos Vice President
Christopher P. Mullahy Vice President
Michael S. Petrucelli Vice President - Finance
Michael M. Pastore Vice President and Assistant Secretary
Matthew J. Simpson Vice President and Assistant Secretary
Michael J. Strone Vice President and Assistant Secretary
Directors:
E.K. Bolton
M.J. Cosgrove
D.F. Frey
R.R. Layman
A.M. Lewis
J.H. Myers
G.R. Norman
D.W. Torey
Page 37 of 71 Pages
<PAGE>
Schedule IX
-----------
General Electric Investment Corporation
---------------------------------------
The names of the Executive Officers and Directors of General Electric
Investment Corporation are as follows:
Officers:
Dale F. Frey Chairman of the Board and President
Eugene K. Bolton Executive Vice President-Domestic Equity Investments
Michael J. Cosgrove Executive Vice President-Mutual Funds
Ralph R. Layman Executive Vice President-International Equity Investments
Alan M. Lewis Executive Vice President-General Counsel and Secretary
John H. Myers Executive Vice President-Fixed
Geoffrey R. Norman Executive Vice President
Donald W. Torey Executive Vice President-Finance and Administration
Peter J. Hathaway Senior Vice President-Equity Portfolios
A. John Kohlhepp Senior Vice President-Equity Portfolios
Elaine G. Harris Senior Vice President-Equity Portfolios
Paul C. Reinhardt Senior Vice President-Equity Portfolios
Christopher W. Smith Senior Vice President-Equity Investments
David B. Carlson Senior Vice President-Equity Portfolios
Judith A. Studer Senior Vice President-Equity Portfolios
Philip A. Mercurio Senior Vice President-Mutual Funds
Robert R. Kaelin Senior Vice President-Municipal Bonds
Philip A. Riordan Senior Vice President-Real Estate
Stephen B. Hoover Senior Vice President-Real Estate
Rosemary Sagar Senior Vice President-International Equity Portfolios
Wendy L. Agnew Senior Vice President-International Equity Portfolios
Michael J. Caufield Senior Vice President-Municipal Bonds
James M. Mara Senior Vice President-International Alternative
Investments
Pamela J. Thomas Vice President-International Equity Portfolios
Damian J. Maroun Vice President-Equity Trading
Thomas E. Driscoll Vice President-Equity Investments
Gerald L. Igou Vice President-Equity Investments
Page 38 of 71 Pages
<PAGE>
Tara C. Kirk Vice President-Equity Investments
Ralph E. Whitman Vice President-Equity Investments
Christopher D. Brown Vice President-Equity Investments
Michael S. Petrucelli Vice President-GEIM Financial Analysis
Richard J. Farrelly Vice President-Support Services
Colin R. Sabol Vice President-Financial Planning & Analysis
Stella V. Lou Vice President-Municipal Bonds
William R. Wright Vice President-Fixed Income
David J. Beck Vice President-Fixed Income
Robert W. Aufiero Vice President-Fixed Income
Kathleen S. Brooks Vice President-Fixed Income
Susan M. Courtney Vice President-Municipal Bonds
B. Bradford Barrett Vice President-Real Estate
Robert P. Gigliotti Vice President-Real Estate
Preston R. Sargent Vice President-Real Estate
David W. Wiederecht Vice President-Alternative Investments
Wolfe H. Bragin Vice President-Private Placement Investments
H. Michael Mears Vice President-Private Placement Investments
Kurt W. Leutzinger Vice President-Private Placement Investments
Matthew J. Simpson Vice President-Assoc. Gen. Counsel and Asst. Secretary
Michael J. Strone Vice President-Assoc. Gen. Counsel and Asst. Secretary
Michael M. Pastore Vice President-Assoc. Gen. Counsel and Asst. Secretary
Directors:
E.K. Bolton
M.J. Cosgrove
D.F. Frey
R.R. Layman
A.M. Lewis
J.H. Myers
G.R. Norman
D.W. Torey
Page 39 of 71 Pages
<PAGE>
Schedule X
----------
GENERAL ELECTRIC COMPANY
------------------------
The names of the Executive Officers and Directors of General Electric
Company are as follows:
Executive Officers:
J.F. Welch, Jr. Chairman of the Board and Chief Executive
Officer, General Electric Company
P. Fresco Vice Chairman of the Board of Executive
Officer General Electric Company
P.P. Doyle Executive Vice President
P.D. Ameen Vice President and Comptroller
J.R. Bunt Vice President and Treasurer
D. L. Calhoun Vice President - GE Transportation Systems
W. J. Conaty Senior Vice President - Human Resources
D.D. Dammerman Senior Vice President - Finance
L. S. Edelheit Senior Vice President - Corporate Research
and Development
D. F. Frey Vice President and Chairman & President, GE
Investments Corp.
B.W. Heineman, Senior Vice President - GE Lighting and
Jr. Secretary
W.J. McNerney, Senior Vice President - GE Lighting
Jr.
E.F. Murphy Senior Vice President - GE Aircraft Engines
R.L. Nardelli Senior Vice President - GE Power Systems
R.W. Nelson Vice President - Corporate Financial Planning
and Analysis
J.D. Opie Vice Chairman of the Board and Executive
Officer
G.M. Reiner Vice President - Corporate Business
Development
G.L. Rogers Senior Vice President - GE Plastics
J.W. Rogers Vice President - GE Motors
Page 40 of 71 Pages
<PAGE>
J.R. Stonesifer Senior Vice President - GE Appliances
J.M. Trani Senior Vice President - GE Medical Systems
L. G. Trotter Vice President - GE Electrical Distribution
and Control
Citizenship (Other than U.S.)
-----------
P. Fresco Italy
All Others U.S.A.
Page 41 of 71 Pages
<PAGE>
Directors: Present Principal Occupation:
H.B. Atwater, Retired Chairman, Chief Executive
Jr. Officer, and former Director General
Mills, Inc.
D.W. Calloway Chairman of the Board, Chief Executive
Officer and Director, PepsiCo, Inc.
S.S. Cathcart Director and Retired Chairman,
Illinois Tool Works
D.D. Dammerman Senior Vice President-Finance, General
Electric Company
P. Fresco Vice Chairman of the Board of
Executive Officer General Electric
Company
C.X. Gonzalez Chairman of the Board and Managing
Director
\Kimberly-Clark de Mexico, S.A. de
C.V.
R.E. Mercer Retired Chairman of the Board and
former Director, The Goodyear Tire &
Rubber Company
G.G. Michelson Member of the Board of Directors -
Federated Department Stores
J.D. Opie Vice Chairman of the Board of
Executive Officer
R.S. Penske President, Penske Corporation
B.S. Prieskel Former Senior Vice President, Motion
Picture Associations of America
F.H.T. Rhodes President Emeritus Cornell University
A.C. Sigler Chairman of the Board, Champion
International Corporation
D.A. Warner III Chairman of the Board, President, and
Chief Executive Officer, J.P. Morgan &
Co. Incorporated and Morgan Guaranty
Trust Company
J.F. Welch, Jr. Chairman of the Board and Chief
Executive Officer, General, Electric
Company
Citizenship (Other than U.S.)
-----------
C. X. Gonzalez Mexico
P. Fresco Italy
All Others U.S.A.
Page 42 of 71 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Document Page
------- -------- ----
Exhibit 4 Letter, dated October 44
11, 1995, among the
Reporting Persons and
the Company, as amended
by a letter, dated
October 13, 1995.
Page 43 of 71 Pages
Exhibit 4
---------
CONVERSION LETTER
October 11, 1995
Trustees of General Electric
Pension Trust
GE Investment Private
Placement Partners I,
Limited Partnership
General Electric Mortgage
Insurance Company
Employers Reinsurance Corporation
Elfun Trusts
c/o General Electric Investment
Corporation
P.O. Box 7900
3003 Summer Street
Stamford, CT 06904
Attention: Manager, Private Placements
Re: Series B Cumulative Convertible Preferred Stock
-----------------------------------------------
Dear Sirs:
This letter will confirm our understanding with respect to the Series
B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") of
USF&G Corporation (the "Company") currently held by you (the "GE Entities").
1. In the event that USF&G gives notice of redemption of the Series
B Preferred Stock 1995 and Series B Preferred Stock 1996 (each as defined in the
Articles Supplementary pursuant to which the Series B Cumulative Convertible
Preferred Stock of the Company was issued, referred to hereafter as the
"Articles Supplementary"), the GE Entities hereby agree to convert into Common
Stock of the Company (the "Conversion Shares") all of the Series B Preferred
Stock 1995 and Series B Preferred Stock 1996 currently held by the GE Entities
(the "GE Preferred Stock 1995 and 1996"), which conversion shall be in
accordance with the terms of the Articles Supplementary and the Notice of
Partial Redemption issued in connection with such call for redemption (the
"Notice"). The GE Preferred Stock 1995 and 1996 will be converted into the
Conversion Shares on or before the day immediately preceding the redemption due
date as set forth in the Notice (the "Final Conversion Date"); provided,
--------
however, that in the event the GE Entities are prohibited from exercising the
- -------
right to convert any or all of the GE Preferred
Page 44 of 71 Pages
<PAGE>
Stock 1995 and 1996 under the Articles Supplementary because the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1972, as
amended (the "Legal Impediment") has not expired or been subject to an early
termination, then the conversion with respect to any such shares of GE Preferred
Stock 1995 and 1996 which are subject to the Legal Impediment shall not be
consummated and made effective until the earlier of: (i) the date that the
Legal Impediment is removed; or (ii) thirty (30) days following the Final
Conversion Date (in either case, the "Release Date"). In such event, other than
the right to convert the GE Preferred Stock 1995 and 1996 into Conversion Shares
as set forth herein, the GE Entities shall have no further rights with respect
to the GE Preferred Stock 1995 and 1996 subject to the Legal Impediment,
including, without limitation, any right to receive dividends with respect
thereto from and after the Final Conversion Date, and the GE Entities shall
have no voting or other rights with respect to such Conversion Shares subject to
Legal Impediment until the Release Date. On the Release Date, the GE Entities
shall receive the Conversion Shares previously subject to the Legal Impediment,
together with cash in lieu of fractional shares and payment for any accrued but
unpaid dividends to the Final Conversion Date (in each case, without interest),
all as if the GE Preferred Stock 1995 and 1996 had been converted in accordance
with their terms and the Notice on the Final Conversion Date.
2. In consideration of the commitment by the GE Entities to convert
the GE Preferred Stock 1995 and 1996 as described herein and the resulting
savings realized by USF&G by eliminating the need to engage underwritten call
facilities, the Company will, as soon as practicable after the date of the
Notice, deliver by wire transfer to an account designated by General Electric
Investment Corporation, the amount of $50,000 for the benefit of the GE
Entities.
3. The Company will file a new registration statement on Form S-3 to
include up to two million five hundred thousand of the Conversion Shares for
sale by selling shareholders to be designated by General Electric Investment
Corporation and will include such information in such registration statement as
the GE Entities may reasonably request so as to permit sales of the Conversion
Shares by the designated GE Entities in accordance with all applicable law.
The GE Entities and USF&G each agree to cooperate with one another to promptly
file such registration statement as soon as practicable following the date of
the Notice. USF&G shall pay any required registration fees to the Securities
and Exchange Commission required in connection therewith, and the fees and
expenses of its own counsel and auditors. The GE Entities and General Electric
Investment Corporation will pay their own fees and the fees and expenses of
their own counsel. USF&G will not treat the filing of such registration
statement as a demand
Page 45 of 71 Pages
<PAGE>
registration under paragraph 7D of the Stock Purchase Agreement dated June 3,
1991 among the Company, the GE Entities and certain other parties (the "Stock
Purchase Agreement"), but such registration statement will be subject to and
governed by the provisions of paragraph 7G (except that an opinion of in-house
counsel shall be deemed satisfactory for purposes of paragraph 7G (vi)) and 7J
thereof, as applicable.
4. Except as specifically provided hereunder, nothing in this letter
agreement shall affect the respective rights and duties of the parties hereto
under the Stock Purchase Agreement.
5. Acceptance of this letter agreement by the GE Entities will
constitute the several representation and warranty of each of them that each has
full power and authority to enter into this letter agreement and that each owns,
free and clear of any security interests or other liens, the cumulative number
of shares of Series B Preferred Stock 1995 and Series B Preferred Stock 1996 set
forth beneath its signature, which equal 750,000 in the aggregate.
This proposal has been duly authorized and executed by the Company.
If you are in agreement with the terms hereof, please signify your agreement by
executing this letter agreement in the space provided below and returning an
executed copy hereof to the Company by facsimile at (410) 234-2056, at which
time this letter agreement will constitute a valid and binding agreement among
the parties hereto.
Very truly yours,
USF&G CORPORATION
By /s/ Dan L. Hale
-----------------------------
Dan L. Hale, Executive Vice-
President-Chief Financial Officer
Accepted and agreed as of
this 11th day of October, 1995:
---- -------
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By /s/ John H. Myers
--------------------------------
Title: Trustee
Shares of Series B Preferred Stock to be converted: 315,000
-------
Page 46 of 71 Pages
<PAGE>
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Investment Management Incorporated,
Its General Partner
By: /s/ John H. Myers
---------------------------------
Title John H. Myers, Executive Vice President
Shares of Series B Preferred Stock to be converted: 225,000
-------
GENERAL ELECTRIC MORTGAGE INSURANCE COMPANY
By: General Electric Investment Corporation,
Its Investment Manager
By: /s/ John H. Myers
--------------------------------------
Title John H. Myers, Executive Vice President
Shares of Series B Preferred Stock to be converted: 112,500
-------
EMPLOYERS REINSURANCE CORPORATION
By: General Electric Investment Corporation,
Its Investment Manager
By: /s/ John H. Myers
--------------------------------------
Title John H. Myers, Executive Vice President
Shares of Series B Preferred Stock to be converted: 75,000
------
ELFUN TRUSTS
By: /s/ Eugene K. Bolton
--------------------------------------
Title Eugene K. Bolton, Trustee
Shares of Series B Preferred Stock to be converted: 22,500
------
Page 47 of 71 Pages
<PAGE>
October 13, 1995
Trustees of General Electric
Pension Trust
GE Investment Private
Placement Partners I,
Limited Partnership
General Electric Mortgage
Insurance Company
Employers Reinsurance Corporation
Elfun Trusts
c/o General Electric Investment
Corporation
P.O. Box 7900
3003 Summer Street
Stamford, CT 06904
Attention: Manager, Private Placements
Re: Series B Cumulative Convertible Preferred Stock
-----------------------------------------------
Dear Sirs:
This letter will clarify and amend our understanding with you (the "GE
Entities") regarding the Series B Cumulative Convertible Preferred Stock) (the
"Series B Preferred Stock") of USF&G Corporation (the "Company") which was
originally expressed in a letter among us dated October 11, 1995 (the "Original
Letter").
The delivery by the Company of $50,000 to General Electric Investment
Corporation for the benefit of the GE Entities, as originally described in
paragraph 2 of the Original Letter as consideration for the conversion of the
Series B Preferred Stock by the GE Entities, is rather to reimburse the GE
Entities for their counsel fees and out-of-pocket expenses incurred in
connection with such conversion and subsequent disposition of shares pursuant to
Rule 144 or otherwise, including in satisfaction of the Company's obligations
under Section 7C of the Stock Purchase Agreement, dated June 3, 1991, among us
and certain other parties named therein. Such fees include Dewey Ballantine's
fees, and the GE Entities have also incurred $45,000 for the Hart-Scott-Rodino
filing fees.
Very truly yours,
USF&G CORPORATION
By: /s/ Dan L. Hale
-------------------------
Title: Executive Vice President
Chief Financial Officer
Page 48 of 71 Pages
<PAGE>
Accepted and agreed as of
this 13th day of October, 1995:
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
------------------------------------
Title: Trustee
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Investment Management Incorporated,
Its General Partner
By: /s/ Alan M. Lewis
-------------------------------
Title: Executive Vice President
GENERAL ELECTRIC MORTGAGE INSURANCE COMPANY
By: General Electric Investment Corporation,
Its Investment Manager
By: /s/ Alan M. Lewis
-------------------------------
Title: Executive Vice President
EMPLOYERS REINSURANCE CORPORATION
By: General Electric Investment Corporation,
Its Investment Manager
By: /s/ Alan M. Lewis
-------------------------------
Title: Executive Vice President
ELFUN TRUSTS
By: /s/ Alan M. Lewis
-------------------------------
Title: Trustee
Page 49 of 71 Pages
<PAGE>
OMB APPROVAL
---------------------
OMB Number: 3235-0145
Expires: August 31, 1997
Estimated average burden
hours per response 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
-----
USF&G Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
903290 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
Alan M. Lewis, Esq., Trustees of General Electric Pension Trust,
- --------------------------------------------------------------------------------
c/o General Electric Investment Corporation,
- --------------------------------------------------------------------------------
3003 Summer Street, Stamford, CT 06904 (203) 326-2300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 3, 1991
-------------------------------------------------------
(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 20 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).
Page 50 of 71 Pages
<PAGE>
SCHEDULE 13D
CUSIP 903290 10 4 Page 2 of 192 Pages
-------------------- ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees of 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
7 SOLE VOTING POWER
NUMBER OF
3,617,401
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
3,617,401
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,617,401 or if each Reporting Person is deemed to be a group,
8,462,081
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.128% or if each Reporting Person is deemed to be a group,
9.152%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 51 of 71 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 3 of 192 Pages
----------------- ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Private Placement Partners I, Limited
Partnership
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
7 SOLE VOTING POWER
NUMBER OF
2,494,800
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
2,494,800
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,800, or if each Reporting Person is deemed to be a
group, 8,462,081.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.879%, or if each Reporting Person is deemed to be a group,
9.152%.
14 TYPE OF REPORTING PERSON*
PN EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 52 of 71 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 4 of 192 Pages
----------------- ----------- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Mortgage Insurance Company
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 North Carolina
7 SOLE VOTING POWER
NUMBER OF
1,247,400
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
1,247,400
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,247,400, or if each Reporting Person is deemed to be a
group, 8,462,081
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.461% or if each Reporting Person is deemed to be a group,
9.152%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 53 of 71 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 5 of 192 Pages
----------------- ----------- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Employers Reinsurance Corporation
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 Missouri
7 SOLE VOTING POWER
NUMBER OF
831,600
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
831,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
831,600, or if each Reporting Person is deemed to be a group,
8,462,081
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.979% or if each Reporting Person is deemed to be a group,
9.152%
14 TYPE OF REPORTING PERSON*
IC CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 54 of 71 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 6 of 192 Pages
----------------- ---------- -----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elfun Trusts
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 Connecticut
7 SOLE VOTING POWER
NUMBER OF
249,480
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
249,480
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,480, or if each Reporting Person is deemed to be a group,
8,462,081
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.296% or if each Reporting Person is deemed to be a group,
9.152%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 55 of 71 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 903290 10 4 Page 7 of 192 Pages
----------------- ---------- -----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S & S Program Mutual Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7 SOLE VOTING POWER
NUMBER OF
21,400
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
21,400
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,400 or if each Reporting Person is deemed to be a group,
8,462,081
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.025% or if each Reporting Person is deemed to be a group,
9.152%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 56 of 71 Pages
<PAGE>
Item 1. Security and Issuer.
-------------------
The security to which this statement relates is the common stock, par
value $2.50 per share (the "Common Stock"), of USF&G Corporation, a Maryland
corporation (the "Company"), whose principal executive offices are located at
100 Light Street, Baltimore, Maryland 21202. Although no person identified in
Item 2 (except as otherwise indicated in this statement) has acquired any shares
of Common Stock, such persons are deemed to be the beneficial owners of the
shares of Common Stock reported in Item 5 by virtue of their acquisition of
beneficial ownership of shares of the Company's Series B Cumulative Convertible
Preferred Stock (the "Series B Stock").
The reporting persons may constitute a group as such term is used in
Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). Information with respect to each Reporting Person is given
solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by any other Reporting
Person. The Reporting Persons have entered into a Joint Filing Agreement, dated
February 13, 1992, attached hereto as Schedule I.
Item 2. Identity and Background.
-----------------------
This statement is filed on behalf of Trustees of General Electric
Pension Trust, a New York common law trust ("GEPT"), GE Investment Private
Placement Partners I, a Delaware limited partnership (the "Partnership"),
General Electric Mortgage Insurance Corporation, a North Carolina corporation
("GEMIC"), Employers Reinsurance Corporation, a Missouri corporation ("ERC");
and Elfun Trusts, a Connecticut trust ("Elfun"), and S&S Program Mutual Fund, a
New York common law trust ("S&S") each a Reporting Person.
The address of the principal offices of GEPT, the Partnership, GEMIC,
ERC, Elfun and S&S is 3003 Summer Street, Stamford, Connecticut 06904.
For information with respect to the identity and background of each
(i) Trustee of GEPT see Schedule II attached hereto; (ii) partner of the
Partnership see Schedule III attached hereto; (iii) executive officer and
director of GEMIC see Schedule IV attached hereto; (iv) executive officer and
director of ERC see Schedule V attached hereto; and (v) Trustee of Elfun see
Schedule VI attached hereto.
Page 57 of 71 Pages
<PAGE>
During the last five years, neither any Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified in Schedules II
through VII has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) except as set forth in Schedule VIII
attached hereto and incorporated herein by reference, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
All Reporting Persons and, to the best knowledge of each Reporting
Person, all persons identified in Schedules II through VII are United States
citizens.
Item 3. Source and Amount of Funds and Other Consideration.
--------------------------------------------------
On June 3, 1991, the Company, the Reporting Persons and certain other
parties entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
providing for the purchase by (i) GEPT of 420,000 shares of Series B Stock at an
aggregate purchase price of $41,370,000; (ii) the Partnership of 300,000 shares
of Series B Stock at an aggregate purchase price of $29,550,000; (iii) GEMIC of
150,000 shares of Series B Stock at an aggregate purchase price of $14,775,000;
(iv) ERC of 100,000 shares of Series B Stock at an aggregate purchase price of
$9,850,000; and (v) Elfun of 30,000 shares of Series B Stock at an aggregate
purchase price of $2,955,000. A copy of the Stock Purchase Agreement is
attached hereto as Exhibit 1. The funds used by the Reporting Persons to pay
for their shares of Series B Stock were obtained by (i) GEPT from trust assets;
(ii) the Partnership from capital contributions made by its partners pursuant to
a pre-existing capital commitment; (iii) GEMIC from its working capital; (iv)
ERC from its working capital; and (v) Elfun from trust assets.
In addition to the shares of Series B Stock listed above, on June 3,
1991, GEPT beneficially owned 124,681 shares of Common Stock which it had
previously purchased with funds from trust assets and S&S beneficially owned
21,400 shares of Common Stock which it had previously purchased with funds from
trust assets.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons have acquired the Series B Stock from the
Company as an investment. While the
Page 58 of 71 Pages
<PAGE>
Reporting Persons have no present intention of seeking control, they will
continue to review their investment in the Company and monitor and evaluate
future development at the Company and, based upon such analysis, may (i) attempt
to acquire additional shares of Common Stock (subject to availability of shares
at prices deemed favorable), (ii) convert their Series B Stock in whole or in
part, or (iii) dispose of shares of Common Stock received upon conversion of
Series B Stock in the open market, in privately negotiated transactions or
otherwise.
The powers, rights and privileges of the Series B Stock are described
in the Company's Articles Supplementary, Series B Cumulative Convertible
Preferred Stock and 11% Preferred Stock of USF&G Corporation (the "Articles
Supplementary"), a copy of which is attached hereto as Exhibit 2. Each share of
Series B Stock is convertible into Common Stock at the option of the holder, at
any time, into a number of shares of common stock determined by dividing the
liquidation value of the Series B Stock of $100 by the applicable conversion
price as more fully described in the Articles Supplementary. The initial
conversion price is $12.025 (the "Initial Conversion Price"). Accrued dividends
shall be paid in cash upon conversion of the Series B Stock and quarterly Common
Stock dividends shall be prorated accordingly.
In addition, if prior to June 1, 1992 the Company (i) shall have
issued or sold any convertible security or instrument convertible into common
stock at less than the Initial Conversion Price or (ii) shall have issued or
sold any Common Stock at a price per share less than the average of the closing
price for Common Stock on the New York Stock Exchange for each of the 20
consecutive days immediately preceding the date of issue of the Series B Stock
(the "Average Price") or (iii) shall have issued or sold warrants, options or
rights to purchase Common Stock at a price such that the sum of such price and
the price at which such instrument may be exercised is less than the Initial
Conversion Price, then the Initial Conversion Price shall be adjusted to (xx) in
the case of (i) above, the price at which such convertible security or
instrument may be exercised or (yy) in the case of (ii) above, the sale price of
such Common Stock plus 15% of such sale price or (zz) in the case of (iii)
above, the sum of the price of such instrument and its exercise price, provided,
however, there shall be no adjustment for issuances to officers or key employees
of the Company or for issuances that yield gross proceeds in excess of
$15,000,000 in the aggregate. In no event may the Initial Conversion Price be
less than $10.00.
If the Initial Conversion Price would have been reduced to less than
$10.00 but for the above prohibition
Page 59 of 71 Pages
<PAGE>
(the Initial Conversion Price as so adjusted without regard to any prohibition
on a price below $10.00, being referred to as the "Fully Adjusted Conversion
Price"), the Company has agreed, without additional consideration therefor, to
issue a number of whole or fractional shares of its 11% Preferred Stock to each
holder of Series B Stock calculated pursuant to the following formula: Fully
Adjusted Conversion Price multiplied by Incremental Shares multiplied by 0.5,
divided by $10,000. For the purposes of this formula "Incremental Shares" means
(A) that number of shares of Common Stock that each holder of Series B Stock
would have received upon conversion of such Series B Stock if the Initial
Conversion Price had been the Fully Adjusted Conversion Price, less (B) that
number of shares of Common Stock each holder will receive upon conversion
assuming an Initial Conversion Price of $10.00. The 11% Preferred Stock, if
issued, would have a liquidation preference of $10,000 per share, an annual
dividend rate of $1,100 per share, be mandatorily redeemed in full in ten years
from the date of issue, be optionally redeemable three years from the date of
issue at a redemption premium, would not be convertible into Common Stock and
would rank pari passu with the Series B Stock.
---- -----
The Series B Stock is redeemable at the option of the Company for
cash, as a whole or in part, on and after the third anniversary of the date of
issue thereof, at a per share redemption price equal to the liquidation value of
$100.00 and accrued and unpaid dividends plus a premium based on the dividend
rate of the Series B Stock declining ratably to zero over ten years.
Notwithstanding the foregoing, no redemption may be effected prior to the sixth
anniversary of the date of issue unless the closing price of the Common Stock
exceeds 150% of the then current Series B Conversion Price for each of the
twenty prior consecutive trading days, and, further, not more than one-half of
the Series B Stock may be redeemed prior to the fourth anniversary, and not more
than three-quarters prior to the fifth anniversary, of the issue date. On and
after the sixth anniversary of the issue date, all of the Series B Stock may be
redeemed at a redemption price which includes the redemption premium stated
above.
In addition, in the event that there shall occur a "change in control"
(as defined below) of the Company, then, at the election of each holder of
Series B Stock, the Company will issue and sell additional nonredeemable equity
securities and apply the net proceeds thereof to redeem the Series B Stock at
the appropriate redemption price, plus accrued dividends, but only if and to the
extent any such proceeds are raised. The term "change in control" means any
acquisition by any person or group of 50% or more of the combined voting power
of the outstanding voting securities
Page 60 of 71 Pages
<PAGE>
of the Company, a sale of substantially all of the assets of the Company, or a
merger of the Company with or into another person which results in the exchange,
conversion, reclassification or cancellation of the Common Stock of the Company.
In case of the voluntary or involuntary liquidation, dissolution or
winding up of the Company, holders of shares of Series B Stock are entitled to
receive $100.00 per share, plus dividends accrued and unpaid to the payment
date, before any distribution is made to the holders of any junior stock.
The Company has agreed to nominate and recommend as a candidate for
election to the Board of Directors of the Company a Person who is reasonably
acceptable to the then current Board of Directors of the Company and who is
designated by the general partner of the Partnership, so long as the Partnership
shall be the beneficial owner of any Series B Stock or any Common Stock issued
upon conversion of the Series B Stock. If at any time the Partnership is no
longer the beneficial owner of any Series B Stock or Common Stock issued upon
conversion thereof, the Company will, upon the expiration of the term of the
Director designated by the Partnership, so nominate and recommend a Person who
is reasonably acceptable to the then current Board of Directors who is
designated by the holders representing 50% or more of the Series B Stock held by
holders of $1,000,000 or more in aggregate liquidation value of Series B Stock.
Except as set forth above, neither any Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified in Schedules II-
VII, has any present plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered
Page 61 of 71 Pages
<PAGE>
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) (i) GEPT has beneficial ownership of 3,617,401 shares of Common
Stock, representing 4.128% of such class currently outstanding; (ii) the
Partnership has beneficial ownership of 2,494,800 shares of Common Stock,
representing 2.879 % of such class currently outstanding; (iii) GEMIC has
beneficial ownership of 1,247,400 shares of Common Stock, representing 1.461 %
of such class currently outstanding; (iv) EIC has beneficial ownership of
831,600 shares of Common Stock, representing .979% of such class currently
outstanding; and (v) Elfun has beneficial ownership of 249,480 shares of Common
Stock, representing .296% of such class currently outstanding; and (vi) S&S has
beneficial ownership of 21,400 shares of Common Stock, representing .025% of
such class currently outstanding. If the Reporting Persons are deemed to be a
group for the purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, (i) 146,081 shares of Common Stock are currently benefically owned by such
group and (ii) under the circumstances described in Item 4 and 6 and in the
Articles Supplementary, the 1,000,000 shares of Series B Stock beneficially
owned by such group is convertible into 8,316,000 shares of Common Stock. After
giving effect to the issuance of such shares of Common Stock upon conversion of
the Series B Stock, if the Reporting Persons are deemed to be a group, they will
beneficially own 8,462,081 shares of Common Stock or approximately 9.152% of the
issued and outstanding shares of Common Stock based on the 84,147,920 shares of
Common Stock, which the Stock Purchase Agreement states were outstanding as of
May 23, 1991.
(b) Each Reporting Person has the sole power to vote or direct the
voting of the Series B Stock of which it is beneficial owner and, subject to the
provisions of the Stock Purchase Agreement (described in Items 4 and 6), each
Reporting Person has the sole power to dispose or direct the disposition of such
Series B Stock.
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) Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person,
Page 62 of 71 Pages
<PAGE>
any person identified in Schedules II through VI, beneficially owns any shares
of Common Stock or has effected any transaction in shares of Common Stock during
the preceding 60 days.
(d) No person except for the Reporting Persons are known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities beneficially owned by such Reporting
Person and covered by this statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
Pursuant to the Stock Purchase Agreement and Articles Supplementary,
the holders of Series B Stock have received additional rights and are subject to
certain restrictions.
As described in the Articles Supplementary, the affirmative vote of
the holders of at least 66-2/3% of the outstanding shares of Series B Stock is
necessary to (i) authorize, increase the authorized number of shares of, or
issue any shares of any class of the Company's capital stock that would be
senior or superior as to dividends or upon liquidation to the Series B Stock,
(ii) increase the authorized number of shares of, or issue any shares of
Preferred Stock authorized in the Company's Charter or create any other class of
stock (or any other series of Preferred Stock) ranking on a parity with Series B
Stock, 11% Preferred Stock, or any other Parity Stock as to dividends and upon
liquidation, (iii) reissue any shares of Series B Stock that have been redeemed
or (iv) take any action to cause any amendment, alteration or repeal of any of
the provisions of the Company's Charter that would materially adversely affect
the rights of holders of Series B Stock.
As further described in the Articles Supplementary, if on any date
dividends payable on the Preferred Stock have been in arrears for two
consecutive quarterly periods, the number of directors constituting the Board of
Directors will be increased by two and the holders of shares of Preferred Stock
will have the exclusive right to elect a director of the Company. Such
additional directors are to continue as directors and such additional voting
right will continue until the earlier of (a) the next annual meeting and the
election (by the holders of shares of Series B Stock and Parity Stock) and
qualification of their
Page 63 of 71 Pages
<PAGE>
respective successors or (b) the date upon which all dividends in default on the
Preferred Stock have been paid in full.
Under the terms of the Stock Purchase Agreement the Company has
agreed that upon the written request of one or more holders of Series B Stock or
Common Stock acquired upon conversion thereof representing not less than 33% of
such shares outstanding (the "Initiating Holders"), the Company will use its
best efforts to register under the Securities Act of 1933, as amended, those
shares of Series B Stock or Common Stock acquired upon conversion of Series B
Stock which are requested by the Initiating Holders and (ii) all other Series B
Stock or shares Common Stock acquired upon conversion of Series B Stock which
the Company has been requested to register by any other holder thereof by
written request. The Company shall not be required to effect more than two such
registrations.
On June 3, 1991, the Company, the Reporting Persons and certain other
parties also entered into a Standstill Agreement whereby the Reporting Persons
have agreed to certain standstill provisions applicable until the earlier of six
years from the date of issue or the date on which such Reporting Person no
longer owns any Series B Stock or Common Stock into which the Series B Stock has
been converted. The Standstill Agreement is attached hereto as Exhibit 3.
Under these standstill provisions, the Reporting Persons may not make or
participate in any proxy solicitation, initiate, propose or solicit stockholders
of the Company for the approval of any stockholder proposal or induce or attempt
to induce any other person to initiate any stockholder proposal, nor may any
Reporting Person form, join, participate in, or encourage the formation of a
"group" within the meaning of the Exchange Act, nor may any Reporting Person
acquire voting securities or securities convertible into voting securities of
the Company if, after such acquisition, such Reporting Person would beneficially
own in excess of 10% of the fully diluted voting power of the Company's
outstanding voting securities. In addition, no Reporting Person may deposit any
voting securities into a voting trust, take any action to seek to affect or
influence the control of the management or Board of Directors of the Company or
its business affairs, or directly or indirectly participate, aid or abet any
other person to take any action prohibited by the foregoing. The limitation on
exercise of control of management or the Board of Directors of the corporation
does not apply to the Partnership which is a "venture capital operating company"
under applicable provisions of the Employees Retirement Income Security Act of
1974. In addition, that limitation on control will not apply if the Company or
its subsidiaries are in payment default with respect to indebtedness for
borrowed money
Page 64 of 71 Pages
<PAGE>
exceeding $25 million for a period of more than 60 days or in the event of
certain bankruptcy events or if the Company has failed to declare and pay
dividends on the Series B Stock with respect to two or more dividend periods and
such dividends remain unpaid. Each Reporting Person has also agreed not to
transfer or dispose of its shares of Series B Stock or shares of Common Stock
issued upon conversion until the earlier of December 31, 1991, the completion of
the sale of the Company's Series C Cumulative Convertible Preferred Stock or the
date of a Significant Change (as defined below). In addition, until the sixth
anniversary of the issue date, each holder of Series B Stock will use its best
efforts to not sell to any one entity or group securities representing more than
1% of the voting power of the Company's then outstanding securities (other than
routine market sales or sales to underwriters in connection with an underwritten
offering or if a Significant Change, occurs). "Significant Change" means a very
significant change in the Company's operating plan or a very significant change
in the Company's executive officer ranks representing a replacement of three or
more of the Company's five most senior executive officers in an 18-month period.
The foregoing descriptions of the Stock Purchase Agreement, the
Articles Supplementary and the Standstill Agreement are qualified in their
entirety by the complete texts of such documents (including exhibits thereto),
copies of which are attached hereto as Exhibits 1, 2 and 3, respectively.
Except as set forth or incorporated by reference in this Statement,
none of Reporting Parties, nor, to the best of their knowledge, any of their
executive officers and directors, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Stock Purchase Agreement, dated June 3, 1991, between the
Company, the Reporting Persons and certain other parties.
Exhibit 2 Articles Supplementary Series B Cumulative Convertible
Preferred Stock and 11% Preferred Stock of USF&G
Corporation, as filed with the Maryland State Department of
Assessments and Taxation.
Exhibit 3 Standstill Agreement, dated June 3, 1991, between the
Company, the Reporting Persons and certain other parties.
Page 65 of 71 Pages
<PAGE>
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.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of
this statement on its own behalf.
TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: /s/ Alan M. Lewis
----------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: February 18, 1992
Page 66 of 71 Pages
<PAGE>
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.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of
this statement on its own behalf.
GE INVESTMENT PRIVATE
PLACEMENT PARTNERS, I, LIMITED
PARTNERSHIP
By: GE Investment Management
Incorporated, Its General
Partner
By: /s/ Alan M. Lewis
---------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: February 18, 1992
Page 67 of 71 Pages
<PAGE>
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.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of
this statement on its own behalf.
GENERAL ELECTRIC MORTGAGE
INSURANCE CORPORATION
By: General Electric Investment
Corporation, Its Investment
Manager
By: /s/ Alan M. Lewis
--------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: February 18, 1992
Page 68 of 71 Pages
<PAGE>
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.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of
this statement on its own behalf.
EMPLOYERS REINSURANCE CORPORATION
By: General Electric Investment
Corporation, Its Investment
Manager
By: /s/ Alan M. Lewis
--------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: February 18, 1992
Page 69 of 71 Pages
<PAGE>
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.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of
this statement on its own behalf.
ELFUN TRUSTS
By: /s/ Alan M. Lewis
--------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: February 18, 1992
Page 70 of 71 Pages
<PAGE>
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.
Pursuant to Rule 13d-1(f)(1), the undersigned joins in the filing of
this statement on its own behalf.
S&S PROGRAM MUTUAL FUND
By: /s/ Alan M. Lewis
--------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: February 18, 1992
Page 71 of 71 Pages
