<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 3)
Ethan Allen Interiors Inc.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value 297602104
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Nancy E. Barton, Esq., General Electric Capital Corporation, 260 Long
Ridge Road, Stamford, Connecticut 06927 (203) 357-4000
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
November 25, 1996
- --------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 24 Pages)
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<PAGE>
CUSIP No. 297602104 13D Page 2 of 24
1 NAME OF REPORTING PERSON: General Electric Capital
Corporation
S.S. OR I.R.S. IDENTIFICATION NO. 13-1500700
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF Not applicable
FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [x]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 646,904
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 646,904
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 646,904
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.5%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 297602104 13D Page 3 of 24
1 NAME OF REPORTING PERSON: General Electric Capital Services,
Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 06-1109503
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF Not applicable
FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [x]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: Disclaimed (See 11 below)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (See 11 below)
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY Beneficial ownership of all
OWNED BY REPORTING PERSON: shares disclaimed by
General Electric Capital
Services, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not
applicable
(See 11
above)
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 297602104 13D Page 4 of 24
1 NAME OF REPORTING PERSON: General Electric Company
S.S. OR I.R.S. IDENTIFICATION NO. 14-0089340
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF Not applicable
FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [x]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: Disclaimed (See 11 below)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (See 11 below)
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY Beneficial ownership of all
OWNED BY REPORTING PERSON: shares disclaimed by
General Electric Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not
applicable
(See 11
above)
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
This statement constitutes the third amendment ("Amendment
No. 3") to, and restates in part, a statement on Schedule 13D
previously filed with the Securities and Exchange Commission.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01
per share ("Common Stock"), of Ethan Allen Interiors Inc., a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at Ethan Allen Drive, Danbury, Connecticut 06811.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by General Electric Capital
Corporation, a New York corporation ("GE Capital"), for and on behalf
of itself, General Electric Capital Services, Inc. ("GECS") and
General Electric Company ("GE"). GECS is a wholly-owned subsidiary of
GE, and GE Capital is a wholly-owned subsidiary of GECS. GE Capital,
together with its affiliates, operates primarily in the financing
industry and, to a lesser degree, in the life insurance and
property/casualty insurance industries and maintains its principal
executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927.
GECS is a Delaware corporation with its principal executive
offices located at 260 Long Ridge Road, Stamford, Connecticut 06927.
GECS is a holding company which owns all the capital stock of GE
Capital and other subsidiaries. GE is a New York corporation with its
principal executive offices located at 3135 Easton Turnpike,
Fairfield, Connecticut 06431. GE engages in providing a wide variety
of industrial, commercial and consumer products and services.
ITEMS 2(A), (B) AND (C)
For information with respect to the identity and background
of each executive officer and director of GE Capital, GECS and GE see
Schedules I, II and III attached hereto, respectively.
This statement is being filed while GE Capital, GECS and GE
are in the process of verifying information required herein from their
respective executive officers and directors. If GE Capital, GECS or
GE obtains information which would cause a change in the information
contained herein, an amendment to this statement will be filed that
will set forth such change in information.
ITEMS 2(D) AND (E)
Except as set forth in Schedule IV hereto, during the last
five years none of GE Capital, GECS, GE, nor, to the best of their
knowledge, any of their directors or executive officers has
5<PAGE>
<PAGE>
been (i) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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.
ITEM 2(F)
To the knowledge of GE Capital, GECS and GE, all of their
executive officers and directors are U.S. citizens, except that (i)
Paolo Fresco, Vice Chairman of the Board and an executive officer of
GE and a director of GE Capital and GECS, is an Italian citizen, (ii)
Claudio X. Gonzalez, a director of GE, is a Mexican citizen, (iii) Kaj
Ahlman, an executive officer and a director of GECS is a Danish
citizen, and (iv) Nigel Andrews, an executive officer of GECS and a
director of GECS and GE Capital, is a UK citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
GE Capital has acquired the shares of Common Stock using
funds from its working capital.
ITEM 4. PURPOSE OF TRANSACTION
GE Capital purchased the Common Stock from the Company as an
investment and holds it in the ordinary course of business and not
with the purpose or effect of changing the control of the Company.
GE Capital intends to review its investment in the Common
Stock on a regular basis and as a result thereof may, at any time or
from time to time, acquire additional shares of the Common Stock in
the open market or private transactions or otherwise or dispose of all
or a portion of the Common Stock owned by it. Any such acquisition or
disposition would be made in compliance with all applicable laws and
regulations.
Except as set forth below, neither GE Capital, GECS nor GE
has any plans or proposals which relate to or would result in the
types of transactions set forth in subparagraphs (a) through (j) of
Item 4.
6
<PAGE>
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) GE Capital beneficially owns 646,904 shares of Common
Stock, which constitutes 4.5% of the number of shares of Common Stock
outstanding.
Except as disclosed in this Item 5(a), none of GE Capital,
GECS, GE, nor, to the best of their knowledge, any of their executive
officers and directors, beneficially owns any securities of the
Company or has a right to acquire any securities of the Company.
(b) GE Capital has the sole power to vote or direct the
voting of the Common Stock.
Except as described in this Item 5(b), none of GE Capital,
GECS, GE, nor to the best of their knowledge, any of their executive
officers or directors presently 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) During the past 60 days, GE Capital has sold shares of
Common Stock, details of which are set forth on Schedule V hereto.
Except as described in this Item 5(c), neither GE Capital, GECS, GE,
nor, to the best of their knowledge, any of their executive officers
or directors, has effected any transaction in any securities of the
Company during the past 60 days.
(d) No person except for GE Capital is 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 covered by this Amendment
No. 3.
(e) On December 4, 1996, GE Capital, GECS and GE ceased to
be the beneficial owner of more than 5% of the Common Stock of the
Company.
Neither the filing of this Amendment No. 3 nor anything
contained herein is intended as, or should be construed as, an
admission that GECS or GE is the "beneficial owner" of any shares of
Common Stock.
7
<PAGE>
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On March 23, 1993, GE Capital entered into a Registration
Rights Agreement by and among the Company and Smith Barney Inc.
("Smith Barney") (the "Registration Rights Agreement"). Pursuant to
such Registration Rights Agreement, GE Capital and Smith Barney, or
their respective transferees, may make a written request of the
Company for registration with the Securities and Exchange Commission,
under and in accordance with the provisions of the Securities Act of
1933, as amended, of all or part of their registrable securities,
which include the Common Stock (a "Demand Registration"). GE Capital
(or its transferees given such right by GE Capital) shall be entitled
to two (2) Demand Registrations, and Smith Barney (or its transferees
given such right by Smith Barney) shall be entitled to one (1) Demand
Registration.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 3 Registration Rights Agreement by and
among the Company, GE Capital and Smith
Barney, dated as of March 23, 1993.
(previously filed)
Exhibit 8 Joint Filing Agreement by and among GE, GECS and
GE Capital, dated December 1, 1993.
(previously filed)
8
<PAGE>
<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.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Nancy E. Barton
------------------------------
Name: Nancy E. Barton
Title: Senior Vice President, General
Counsel and Secretary
Dated: December 4, 1996
9
<PAGE>
<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.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Nancy E. Barton
------------------------------
Name: Nancy E. Barton
Title: Senior Vice President, General
Counsel and Secretary
Dated: December 4, 1996
10
<PAGE>
<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.
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
-------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact
Dated: December 4, 1996
11
<PAGE>
<PAGE>
SCHEDULE I TO SCHEDULE 13D
--------------------------
Filed by General Electric Capital Corporation
<TABLE>
<CAPTION>
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Directors
---------
Nigel D.T. Andrews General Electric Capital Executive Vice President,
Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Capital Senior Vice President,
Corporation General Counsel and
260 Long Ridge Road Secretary, General Electric
Stamford, CT 06927 Capital Corporation
James R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer, General Electric
Fairfield, CT 06431 Company
Dennis D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
Paolo Fresco General Electric Company Vice Chairman and Executive
3135 Easton Turnpike Officer, General Electric
Fairfield, CT 06431 Company
Dale F. Frey General Electric Investment Vice President, General
Corporation Electric Company, Chairman
3003 Summer Street and President, General
Stamford, CT 06904 Electric Investment
Corporation
Benjamin W. Heineman, General Electric Company Senior Vice President,
Jr. 3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
Robert L. Nardelli General Electric Company Senior Vice President - GE
One River Road Power Systems
Schenectady, NY 12345
Denis J. Nayden General Electric Capital President and Chief
Corporation Operating Officer, General
260 Long Ridge Road Electric Capital
Stamford, CT 06927 Corporation
<PAGE>
<PAGE>
<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Michael A. Neal General Electric Capital Executive Vice President,
Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
James A. Parke General Electric Capital Senior Vice President,
Corporation Finance, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
John M. Samuels General Electric Company Vice President and Senior
3135 Easton Turnpike Counsel, Corporate Taxes,
Fairfield, CT 06431 General Electric Company
Edward D. Stewart General Electric Capital Executive Vice President,
Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
John F. Welch, Jr. General Electric Company Chairman and Chief
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
Gary C. Wendt General Electric Capital Chairman and Chief
Corporation Executive Officer,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Corporation
Officers
--------
Gary C. Wendt General Electric Capital Chairman and Chief
Corporation Executive Officer
260 Long Ridge Road
Stamford, CT 06927
Denis J. Nayden General Electric Capital President and Chief
Corporation Operating Officer
260 Long Ridge Road
Stamford, CT 06927
Nigel D. T. Andrews General Electric Capital Executive Vice President
Corporation
260 Long Ridge Road
Stamford, CT 06927
Michael A. Neal General Electric Capital Executive Vice President
Corporation
260 Long Ridge Road
Stamford, CT 06927
Edward D. Stewart General Electric Capital Executive Vice President
Corporation
260 Long Ridge Road
Stamford, CT 06927
<PAGE>
<PAGE>
<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Nancy E. Barton General Electric Capital Senior Vice President,
Corporation General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927
James A. Colica General Electric Capital Senior Vice President, Risk
Corporation Management and Credit
260 Long Ridge Road Policy
Stamford, CT 06927
Michael D. Fraizer General Electric Capital Senior Vice President,
Corporation Insurance/Investment
260 Long Ridge Road Products
Stamford, CT 06927
Robert L. Lewis General Electric Capital Senior Vice President,
Corporation Global Project & Structured
1600 Summer Street Finance
6th Floor
Stamford, CT 06905
James A. Parke General Electric Capital Senior Vice President,
Corporation Finance
260 Long Ridge Road
Stamford, CT 06927
Todd S. Thomson General Electric Capital Senior Vice President,
Corporation Strategic Planning and
260 Long Ridge Road Business Development
Stamford, CT 06927
Lawrence J. Toole General Electric Capital Senior Vice President,
Corporation Human Resources
260 Long Ridge Road
Stamford, CT 06927
Jeffrey S. Werner General Electric Capital Senior Vice President,
Corporation Corporate Treasury and
201 High Ridge Road Global Funding Operation
Stamford, CT 06927
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II TO SCHEDULE 13D
---------------------------
Filed by General Electric Capital Services, Inc.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Directors
---------
Kaj Ahlmann Employers Reinsurance Corp. Executive Vice President,
5200 Metcalf General Electric Capital
Overland Park, KS 66201 Services, Inc., President
and Chief Operating
Officer, Employers
Reinsurance Corp.
Nigel D.T. Andrews General Electric Capital Executive Vice President,
Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
James R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer, General Electric
Fairfield, CT 06431 Company
Dennis D. Dammerman General Electric Company Senior Vice President-
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
Paolo Fresco General Electric Company Vice Chairman and Executive
3135 Easton Turnpike Officer, General Electric
Fairfield, CT 06431 Company
Dale F. Frey General Electric Investment Vice President, General
Corporation Electric Company, Chairman
3003 Summer Street and President, General
Stamford, CT 06904 Electric Investment
Corporation
Benjamin W. Heineman, General Electric Company Senior Vice President,
Jr. 3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
Robert L. Nardelli General Electric Company Senior Vice President - GE
One River Road Power Systems
Schenectady, NY 12345
Denis J. Nayden General Electric Capital President and Chief
Corporation Operating Officer, General
260 Long Ridge Road Electric Capital
Stamford, CT 06927 Corporation
<PAGE>
<PAGE>
<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Michael A. Neal General Electric Capital Executive Vice President,
Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
John M. Samuels General Electric Company Vice President and Senior
3135 Easton Turnpike Counsel, Corporate Taxes,
Fairfield, CT 06431 General Electric Company
Edward D. Stewart General Electric Capital Executive Vice President,
Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
John F. Welch, Jr. General Electric Company Chairman and Chief
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
Gary C. Wendt General Electric Capital Chairman, President and
Services, Inc. Chief Executive Officer,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
Officers
--------
Gary C. Wendt General Electric Capital Chairman, President and
Services, Inc. Chief Executive Officer,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
Kaj Ahlmann Employers Executive Vice President,
Reinsurance Corp. General Electric Capital
5200 Metcalf Services, Inc., President
Overland Park, KS 66201 and Chief Operating
Officer, Employers
Reinsurance Corp.
Nigel D. T. Andrews General Electric Capital Executive Vice President
Corporation See Schedule I.
260 Long Ridge Road
Stamford, CT 06927
Denis J. Nayden General Electric Capital President and Chief
Corporation Operating Officer
260 Long Ridge Road See Schedule I.
Stamford, CT 06927
Michael A. Neal General Electric Capital Executive Vice President
Corporation See Schedule I.
260 Long Ridge Road
Stamford, CT 06927
Edward D. Stewart General Electric Capital Executive Vice President
Corporation See Schedule I.
260 Long Ridge Road
Stamford, CT 06927
<PAGE>
<PAGE>
<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Nancy E. Barton General Electric Capital Senior Vice President,
Corporation General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927 See Schedule I.
James A. Parke General Electric Capital Senior Vice President,
Corporation Finance
260 Long Ridge Road See Schedule I.
Stamford, CT 06927
Lawrence J. Toole General Electric Capital Senior Vice President,
Corporation Human Resources
260 Long Ridge Road See Schedule I.
Stamford, CT 06927
Jeffrey W. Werner General Electric Capital Senior Vice President,
Corporation Corporate Treasury and
201 High Ridge Road Global Funding Operation
Stamford, CT 06927 See Schedule I.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III TO SCHEDULE 13D
----------------------------
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
Directors
---------
D.W. Calloway Pepsico, Inc. Chairman of the Board,
700 Anderson Hill Road Pepsico, Inc.
Purchase, NY 10577
S.S. Cathcart 222 Wisconsin Avenue Director and Retired
Suite 103 Chairman, Illinois
Lake Forest, IL 60045 Tool Works
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 of the Board
(U.S.A.) and Executive Officer,
3 Shortlands, General Electric Company
Hammersmith
London, W6 SBX,
England
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and
S.A. de C.V. Chief Executive Officer,
Jose Luis Lagrange Kimberly-Clark de Mexico,
103, Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510,
Mexico
R.E. Mercer General Electric Company Retired Chairman of the
3135 Easton Turnpike Board and former Director,
Fairfield, CT 06431 The Goodyear Tire & Rubber
Company
G.G. Michelson Federated Department Stores Member of the Board of
151 West 34th Street Directors, Federated
New York, NY 10001 Department Stores
J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company
R.S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske
Detroit, MI 48239-4001 Corporation and Detroit
Diesel Corporation
<PAGE>
<PAGE>
<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
B.S. Prelskel Suite 3125 Former Senior Vice
60 East 42nd Street President, Motion Picture
New York, NY 10165 Association of America
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Chairman of the Board, CEO
Corporation and Director, Champion
1 Champion Plaza International Corporation
Stamford, CT 06921
D.A. Warner III J.P. Morgan & Co., Inc. and Chairman of the Board,
Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer, J.P.
New York, NY 10260 Morgan & Co. Incorporated
and Morgan Guaranty Trust
Company
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
Executive Officers
------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Executive Officer
Fairfield, CT 06431
P. Fresco General Electric Company Vice Chairman of the Board
(U.S.A.) and Executive Officer
3 Shortlands, Hammersmith
London, W6 SBX, 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
3135 Easton Turnpike Treasurer
Fairfield, CT 06431
D.L. Calhoun General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.M. Cote General Electric Company Vice President - GE
3135 Easton Turnpike Appliances
Fairfield, CT 06431
<PAGE>
<PAGE>
<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
D.D. Dammerman General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer
L.S. Edelheit General Electric Company Senior Vice President -
P.O. Box 8 Corporate Research and
Schenectady, NY 12301 Development
D.F. Frey General Electric Company Vice President and Chairman
3003 Summer Street & President, GE Investments
Stamford, CT 06905 Corp.
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary
W.J. Lansing General Electric Company Vice President - Business
3135 Easton Turnpike Development
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President - GE
Nela Park Lighting
Cleveland, OH 44122
E.F. Murphy General Electric Company Senior Vice President - GE
1 Newmann Way Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President - GE
1 River Road 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
Fairfield, CT 06431 Officer
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
J.M. Trani General Electric Company Senior Vice President - GE
P.O. Box 414 Medical Systems
Milwaukee, WI 53201
<PAGE>
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<CAPTION>
NAME PRESENT PRESENT
---- BUSINESS PRINCIPAL
ADDRESS OCCUPATION
------- ----------
<S> <C> <C>
L.G. Trotter General Electric Company Vice President - GE
41 Woodward Avenue Electrical Distribution and
Plainville, CT 06062 Control
</TABLE>
<PAGE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
---------------------------
United States ex rel. Taxpayers Against Fraud and Chester L. Walsh v.
---------------------------------------------------------------------
General Electric Company
------------------------
On November 15, 1990, an action under the federal False
Claims Act 31 U.S.C. Sections 3729-32, was filed under seal against GE
in the United States District Court for the Southern District of Ohio.
The qui tam action, brought by an organization called Taxpayers
Against Fraud and an employee of GE's Aircraft Engines division
("GEAE"), alleged that GEAE, in connection with its sales of F110
aircraft engines and support equipment to Israel, made false
statements to the Israeli Ministry of Defense (MoD), causing MoD to
submit false claims to the United States Department of Defense under
the Foreign Military Sales Program. Senior GE management became are
of possible misconduct in GEAE's Israeli F110 program in December
1990. Before learning of the sealed qui tam suit, GE immediately made
a voluntary disclosure to the Department of Defense and Justice,
promised full cooperation and restitution, and began an internal
investigation. In August 1991, the federal court action was unsealed,
and the Department of Justice intervened and took over responsibility
for the case.
On July 22, 1992, after GE had completed its investigation
and made a complete factual disclosure to the U.S. government as part
of settlement discussions, the United States and GE executed a
settlement agreement and filed a stipulation dismissing the civil
action. Without admitting or denying the allegations in the
complaint, GE agreed to pay $59.5 million in full settlement of the
civil fraud claims. Also on July 22, 1992, in connection with the
same matter, the United States filed a four count information charging
GE with violations of 18 U.S.C. Section 287 (submitting false claims
against the United States), 18 U.S.C. Section 1957 (engaging in
monetary transactions in criminally derived property), and 15 U.S.C.
Sections 78m(b)(2)(A) and 78ff(a) (in accurate books and records), and
18 U.S.C. Section 371 (conspiracy to defraud the United States and to
commit offenses against the United States). The same day, GE and the
United States entered a plea agreement in which GE agreed to waive
indictment, plead guilty to the information, and pay a fine of $9.5
million. GE was that day sentenced by the federal court in accordance
with the plea agreement.
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SCHEDULE V TO SCHEDULE 13D
--------------------------
The details of sales of shares of Common Stock during the past sixty
days by GE Capital are set forth below. All of these transactions
were open-market and executed on the New York Stock Exchange.
<TABLE>
<CAPTION>
Trade Date Number of Price
(MM/DD/YY) Shares Sold per Share ($)
---------- ----------- -------------
<S> <C> <C>
11/22/96 100,000 32.7500
11/25/96 78,500 33.4013
11/26/96 14,000 33.3339
11/27/96 82,500 33.3038
12/02/96 6,500 33.3750
12/03/96 100,000 33.4991
12/04/96 118,500 33.3755
</TABLE>
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EXHIBIT INDEX
-------------
Exhibit No.
-----------
Exhibit 3 Registration Rights Agreement by and
among the Company, GE Capital and Smith
Barney, dated as of March 23, 1993.
(previously filed)
Exhibit 8 Joint Filing Agreement by and among GE,
GECS and GE Capital, dated December 1, 1993.
(previously filed)
NYFS08...:\60\47660\0342\2286\SCHD036N.38B
