UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PAINE WEBBER GROUP INC.
(Name of Issuer)
COMMON STOCK
$1 PAR VALUE
(Title of Class of Securities)
69562910
(Cusip Number)
GENERAL ELECTRIC COMPANY
GENERAL ELECTRIC CAPITAL SERVICES, INC.
GENERAL ELECTRIC CAPITAL CORPORATION
(Name of Persons Filing Statement)
ROBERT E. HEALING
GENERAL ELECTRIC COMPANY
3135 Easton Turnpike
Fairfield, Connecticut 06431
(203) 373-2243
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 4, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with this statement: [ ]
SCHEDULE 13D
CUSIP NO. 69562910 PAGE 2-I of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY
IRS NO. 14-0089340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 31,523,600 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
31,523,600 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,523,600 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 69562910 PAGE 2-II of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL SERVICES, INC.
IRS NO. 06-1109503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 31,523,600 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
31,523,600 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,523,600 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4% (See Item 5)
14 TYPE OF REPORTING PERSON
CO, HC
SCHEDULE 13D
CUSIP NO. 69562910 PAGE 2-III of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL CORPORATION
IRS NO. 13-1500700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,273,600 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
8,273,600 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,273,600 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
This amendment amends and supplements a statement on Schedule 13D
relating to the common stock, $1 par value per share (the "Common Stock"), of
Paine Webber Group Inc., a Delaware corporation (the "Company"), filed with
the Securities and Exchange Commission on November 14, 1994 (the "Initial
Schedule 13D"), and amended and supplemented by Amendment No. 1 filed on
December 21, 1994, Amendment No. 2 filed on August 8, 1997 and Amendment No. 3
filed on August 20, 1997 (together with the Initial Schedule 13D, the
"Schedule 13D").
Certain capitalized terms used in this statement but not otherwise
defined herein have the meanings given to them in the Schedule 13D. This
statement is being filed on behalf of General Electric Company, a New York
corporation ("GE"), General Electric Capital Services, Inc., a Delaware
corporation ("GECS") and General Electric Capital Corporation, a New York
corporation ("GECC").
Item 2. Identity and Background.
Schedule A of the Schedule 13D is hereby amended and restated by
Schedule A attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended
and supplemented by the following information:
On December 4, 1997, GECC exercised its right to convert the 1,000,000
shares of the Company's Convertible Preferred Stock owned by GECC into shares
of Common Stock. The 1,000,000 shares of Convertible Preferred Stock are
convertible into 8,273,600(1) shares of Common Stock.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended
and supplemented by the following information:
On December 4, 1997, GECC exercised its right to convert the 1,000,000
shares of the Company's Convertible Preferred Stock owned by GECC into shares
of Common Stock. The 1,000,000 shares of Convertible Preferred Stock are
convertible into 8,273,600 shares of Common Stock.
GECC has acquired the 8,273,600 shares of Common Stock for investment.
GECC intends to review from time to time the Company's business affairs and
financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, GECC may consider from
time to time various alternative courses of action as permitted by the Amended
and Restated Stockholders Agreement. The Amended and Restated Stockholders
Agreement imposes limitations on the acquisition or disposition of Common
Stock by GECC and it affiliates.
Except as set forth above and except as contemplated by the Amended
and Restated Stockholders Agreement, none of GE, GECS or GECC or, to the
best of their knowledge, any of the persons listed on Schedule A has a plan
or proposal which relates to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D
promulgated by the Securities and Exchange Commission.
Item 5. Interest in Securities of the Company.
Item 5 of the Schedule 13D is amended and restated in its entirety to
read as follows:
(a) GECC directly owns 8,273,600 shares of Common Stock, representing
approximately 5.9% of the outstanding Common Stock of the Company.(2)
GECS is the direct parent corporation of GECC, and, for the purpose of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), GECS indirectly beneficially owns 31,523,600 shares of
Common Stock (23,250,000 shares of Common Stock currently directly owned, and
8,273,600 shares of Common Stock directly owned by GECC), representing
approximately 22.4% of the outstanding Common Stock of the Company.
GE is the direct parent corporation of GECS, and, for the purpose of
Rule 13d-3 promulgated under the Exchange Act, GE indirectly beneficially
owns 31,523,600 shares of Common Stock, representing approximately 22.4% of
the outstanding Common Stock of the Company.
- ---------------------
(1) All share numbers in this Amendment No. 4 have been determined after
giving effect to the Company's three-for-two Common Stock split (the
"Company's Stock Split") in the form of a 50% Common Stock dividend
for all holders of record as of October 24, 1997, which was payable
on November 17, 1997.
(2) Based on the information included in the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1997 and after giving
effect to the Company's Stock Split, on November 7, 1997, the Company
had outstanding 132,384,135 shares of Common Stock. All percentages
in this Amendment No. 4 have been determined based on this number of
outstanding shares of Common Stock, after giving effect to the
issuance to GECC of the 8,273,600 shares of Common Stock issuable
upon conversion of the 1,000,000 shares of Convertible Preferred
Stock (i.e., based on 140,657,725 shares of Common Stock
outstanding).
Except as set forth in this Item 5(a), none of GE, GECS or GECC or, to
the best of their knowledge, any of the persons listed in Schedule A
beneficially own any Common Stock.
(b) Subject to the terms of the Amended and Restated Stockholders
Agreement, GECS, as the parent corporation of GECC, and GE, as the parent
corporation of GECS, have indirect shared power to vote and dispose of
31,523,600 shares of Common Stock.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 7. Exhibits.
Exhibit 99(a): Power of attorney
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 5, 1997
GENERAL ELECTRIC COMPANY
By: /s/ Jeffrey S. Werner
________________________________________
Name: Jeffrey S. Werner
Title: Attorney-in-fact
GENERAL ELECTRIC CAPITAL
SERVICES, INC.
By: /s/ Jeffrey S. Werner
________________________________________
Name: Jeffrey S. Werner
Title: Senior Vice President - Corporate
Treasury and Global Funding
Operations
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Jeffery S. Werner
________________________________________
Name: Jeffrey S. Werner
Title: Senior Vice President - Corporate
Treasury and Global Funding
Operations
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL ELECTRIC COMPANY
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of GE are set forth
below. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to GE. Unless otherwise indicated below, all of the
persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
GENERAL ELECTRIC COMPANY DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ----------------------------- ------------------------------------ ---------------------------------
<S> <C> <C>
D.W. Calloway PepsiCo, Inc. Retired Director and
700 Anderson Hill Road Chairman of the Board,
Purchase, NY 10577 PepsiCo, Inc.
J.I. Cash, Jr. Harvard Business School Professor of Business
Baker Library 187 Administration-Graduate
Soldiers Field School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance, General
Fairfield, CT 06431 Electric Company
P. Fresco General Electric Company Vice Chairman of the Board
(U.S.A.) and Executive Officer, General
3 Shortlands, Hammersmith London, Electric Company
W6 8BX, England
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief
S.A. de C.V. Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department Stores
E.F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
B.S. Prieskel Suite 3125 Former Senior Vice
60 East 42nd Street President, Motion
New York, NY 10165 Picture Associations
of America
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Corporation Retired Chairman of the
1 Champion Plaza Board and CEO
Stamford, CT 06921 and former Director,
Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
Citizenship
C. X. Gonzalez Mexico
P. Fresco Italy
All Others U.S.A.
</TABLE>
<TABLE>
<CAPTION>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------ ------------------------- ------------------------------
<S> <C> <C>
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive Officer
Fairfield, CT 06431
P. Fresco General Electric Company Vice Chairman of the Board
(U.S.A.) and ExecutiveOfficer
3 Shortlands, Hammersmith
London, W6 8BX, England
P.D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44122
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D. M. Cote General Electric Company Senior Vice President -
3135 Easton Turnpike GE Appliances
Fairfield, CT 06431
D.D. Dammerman General Electric Company Senior Vice President -
3135 Easton Turnpike Finance
Fairfield, CT 06431
L.S. Edelheit General Electric Company Senior Vice President -
P.O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J. R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
W.J. Lansing General Electric Company Vice President - Corporate
3135 Easton Turnpike Business Development
Fairfield, CT 06431
G.S. Malm General Electric Company Senior Vice President - Asia
3135 Easton Turnpike
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
E.F. Murphy General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President - Corporate
3135 Easton Turnpike Financial Planning and
Fairfield, CT 06431 Analysis
J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
J.W. Rogers General Electric Company Vice President - GE Motors
1635 Broadway
Fort Wayne, IN 46801
L.G. Trotter General Electric Company Vice President - GE Electrical
41 Woodford Avenue Distribution and Control
Plainville, CT 06062
Citizenship
P. Fresco Italy
G.S. Malm Sweden
All Others U.S.A.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
OF
GENERAL ELECTRIC CAPITAL SERVICES, INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of GECS are set
forth below. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to GECS. Unless otherwise indicated below, all of
the persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ----------------------------- ------------------------------------------ ---------------------------------
<S> <C> <C>
G.C. Wendt General Electric Capital Services, Inc. Chairman, President and Chief
260 Long Ridge Road Executive Officer, General
Stamford, CT 06927 Electric Capital Services, Inc.
K. Ahlmann Employers Reinsurance Corporation Executive Vice President,
5200 Metcalf General Electric Capital
Overland Park, KS 66202 Services, Inc. President and
Chief Operating Officer,
Employers Reinsurance Corp.
N.D.T. Andrews General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
J.R. Bunt General Electric Company Vice President and Treasurer,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
D.D. Dammerman General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
P. Fresco General Electric Company Vice Chairman and Executive
3135 Easton Turnpike Officer, General Electric
Fairfield, CT 06431 Company
B.W. Heineman, Jr. General Electric Company Senior Vice President, General
3135 Easton Turnpike Counsel and Secretary,
Fairfield, CT 06431 General Electric Company
J.H. Myers General Electric Investment Chairman of the Board and
Corporation President, General Electric
3003 Summer Street Investment Corporation
Stamford, CT 06904
R.L. Nardelli GE Power Systems President and Chief Executive
One River Road Officer, GE Power Systems
Schenectady, NY 12345
D.J. Nayden General Electric Company Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
M.A. Neal General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
J.M. Samuels General Electric Company Vice President and Senior
3135 Easton Turnpike Counsel, Corporate Taxes,
Fairfield, CT 06431 General Electric Company
E.D. Stewart General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
J.F. Welch, Jr. General Electric Company Chairman and Chief Executive
3135 Easton Turnpike Officer, General Electric
Fairfield, CT 06431 Company
Citizenship
K. Ahlmann Denmark
N.D.T. Andrews U.K.
P. Fresco Italy
All Others U.S.A.
</TABLE>
<TABLE>
<CAPTION>
GENERAL ELECTRIC CAPITAL SERVICES, INC. EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------ ----------------------------------------- ----------------------------------
<S> <C> <C>
G.C. Wendt General Electric Capital Services, Inc. Chairman, President and Chief
260 Long Ridge Road Executive Officer, General
Stamford, CT 06927 Electric Capital Services, Inc.
K. Ahlman Employers Reinsurance Corporation Executive Vice President,
5200 Metcalf General Electric Capital
Overland Park, KS 66202 Services, Inc.
President and Chief Operating
Officer, Employers
Reinsurance Corporation
N.D.T. Andrews General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
D.J. Nayden General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
M.A. Neal General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
E.D. Stewart General Electric Capital Services, Inc. Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
N.E. Barton General Electric Capital Services, Inc. Senior Vice President, General
260 Long Ridge Road Counsel and Secretary,
Stamford, CT 06927 General Electric Capital
Services, Inc.
J.A. Parke General Electric Capital Services, Inc. Senior Vice President,
260 Long Ridge Road Finance, General Electric
Stamford, CT 06927 Capital Services, Inc.
L.J. Toole General Electric Capital Services, Inc. Senior Vice President, Human
260 Long Ridge Road Resources, General Electric
Stamford, CT 06927 Capital Services, Inc.
J.S. Werner General Electric Capital Services, Inc. Senior Vice President,
201 High Ridge Road Corporate Treasury and Global
Stamford, CT 06927 Funding Operation, General
Electric Capital Services, Inc.
Citizenship
K. Ahlmann Denmark
N.D.T. Andrews U.K.
P. Fresco Italy
All Others U.S.A.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
OF
GENERAL ELECTRIC CAPITAL CORPORATION
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of GECC are set
forth below. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to GECC. Unless otherwise indicated below, all of
the persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------ -------------------------------------- --------------------------------
<S> <C> <C>
N.D.T. Andrews General Electric Capital Corporation Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
N.E. Barton General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road General Counsel and
Stamford, CT 06927 Secretary, General Electric
Capital Corporation
J.R. Bunt General Electric Company Vice President and Treasurer,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
D.M. Cote GE Appliances President and Chief
Appliance Park Executive Officer, GE
Louisville, KY 40225 Appliances
D.D. Dammerman General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
P. Fresco General Electric Company Vice Chairman and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
B.W. Heineman, Jr. General Electric Company Senior Vice President, General
3135 Easton Turnpike Counsel and Secretary,
Fairfield, CT 06431 General Electric Company
J.R. Immelt GE Medical Systems President and Chief
3000 N. Grandview Boulevard Executive Officer,
Waukesha, WI 53188 GE Medical Systems
W.J. McNerney, Jr. GE Aircraft Engines President and Chief
One Neumann Way Executive Officer,
Cincinnati, OH 45215 GE Aircraft Engines
J.H. Myers General Electric Investment Chairman of the Board and
Corporation President, General Electric
3003 Summer Street Investment Corporation
Stamford, CT 06904
R.L. Nardelli General Electric Company President and Chief
One River Road Executive Officer,
Schenectady, NY 12345 GE Power Systems
D.J. Nayden General Electric Capital Corporation President and Chief
260 Long Ridge Road Operating Officer, General
Stamford, CT 06927 Electric Capital Corporation
M.A. Neal General Electric Capital Corporation Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
J.A. Parke General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road Finance, General Electric
Stamford, CT 06927 Capital Corporation
J.M. Samuels General Electric Company Vice President and Senior
3135 Easton Turnpike Counsel, Corporate Taxes,
Fairfield, CT 06431 General Electric Company
E.D. Stewart General Electric Capital Corporation Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
J.F. Welch, Jr. General Electric Company Chairman and Chief
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
G.C. Wendt General Electric Capital Corporation Chairman and Chief
260 Long Ridge Road Executive Officer, General
Stamford, CT 06927 Electric Capital Corporation
Citizenship
N.D.T. Andrews U.K.
P. Fresco Italy
All Others U.S.A.
</TABLE>
<TABLE>
<CAPTION>
GENERAL ELECTRIC CAPITAL CORPORATION EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------------- -------------------------------------- ---------------------------------
<S> <C> <C>
G.C. Wendt General Electric Capital Corporation Chairman and Chief
260 Long Ridge Road Executive Officer, General
Stamford, CT 06927 Electric Capital Corporation
D.J. Nayden General Electric Capital Corporation President and Chief Operating
260 Long Ridge Road Officer, General Electric
Stamford, CT 06927 Capital Corporation
N.D.T. Andrews General Electric Capital Corporation Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
M.A. Neal General Electric Capital Corporation Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
E.D. Stewart General Electric Capital Corporation Executive Vice President,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
N.E. Barton General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road General Counsel and
Stamford, CT 06927 Secretary, General Electric
Capital Corporation
J.A. Colica General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road Risk Management and
Stamford, CT 06927 Credit Policy, General Electric
Capital Corporation
M.D. Fraizer General Electric Capital Corporation Senior Vice President
Taylor Building Insurance/Investment
6604 West Broad Street Products, General Electric
Richmond, VA 23230 Capital Corporation
R.L. Lewis General Electric Capital Corporation Senior Vice President,
1600 Summer Street Global Project and
6th Floor Structured Finance,
Stamford, CT 06905 General Electric Capital
Corporation
J.A. Parke General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road Finance, General Electric
Stamford, CT 06927 Capital Corporation
T. S. Thomson General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road Strategic Planning and
Stamford, CT 06927 Business Development,
General Electric Capital
Corporation
L.J. Toole General Electric Capital Corporation Senior Vice President, Human
260 Long Ridge Road Resources, General Electric
Stamford, CT 06927 Capital Corporation
J.S. Werner General Electric Capital Corporation Senior Vice President,
201 High Ridge Road Corporate Treasury and Global
Stamford, CT 06927 Funding Operation, General
Electric Capital Corporation
Citizenship
N.D.T. Andrews U.K.
All Others U.S.A.
</TABLE>
Exhibit 99(a)
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute and
appoint the persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Name of Attorney: Joan C. Amble
Nancy E. Barton
Jeffrey S. Werner
Michael A. Gaudino
John J. Walker
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4
and 5 or any amendments thereto required to be filed with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 on behalf of the Corporation with regard to any
securities owned by General Electric Capital Services, Inc.,
General Electric Capital Corporation or any of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order
to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be
delegable by any Attorney. The Attorney shall serve without compensation for
acting in the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on March 31, 1998.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to
be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 5th day of
June, 1996.
General Electric Company
(Corporate Seal)
By: /s/ Philip D. Ameen
-------------------------------
Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
--------------------------------------
Robert E. Healing, Attesting Secretary
