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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 3)
Noble Drilling Corporation
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per 655042-109
share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Anthony J. LaCivita, Esq.
General Electric Capital Corporation
1600 Summer Street, Stamford, CT 06927, (203) 357-3600
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
- --------------------------------------------------------------------------
(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 31 Pages)
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CUSIP No. 655042-109 13D Page 2 of 31
1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL
CORPORATION, a New York
corporation
S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #13-1500700
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP:* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* WC, OC (See Item 3 herein)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New York, USA
NUMBER OF 7 SOLE VOTING POWER: 2,374,625
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE 2,374,625
REPORTING POWER:
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 2,374,625
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 1.94%
(11):
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 5 of this Schedule 13D
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CUSIP No. 655042-109 13D Page 3 of 31
1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES,
INC., a Delaware corporation
S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #06-11095031
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF N/A
FUNDS:*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Delaware, USA
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
OWNED BY REPORTING PERSON: Beneficial ownership of all
shares disclaimed by General
Electric Capital Services,
Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): N/A (see 11
above)
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 5 of this Schedule 13D
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CUSIP No. 655042-109 13D Page 4 of 31
1 NAME OF REPORTING PERSON: GENERAL ELECTRIC COMPANY, a New York
corporation
S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #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 WC
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
ORGANIZATION: New York, USA
NUMBER OF 7 SOLE VOTING POWER: 60,000 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 60,000 (See Item 5)
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 60,000 (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): 0.05%
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 5 of this Schedule 13D
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CUSIP No. 655042-109 13D Page 5 of 31
1 NAME OF REPORTING PERSON: EMPLOYERS REINSURANCE
CORPORATION, a Missouri
corporation
S.S. OR I.R.S. IDENTIFICATION NO. I.R.S. #48-0921045
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_]
GROUP:* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Missouri, USA
NUMBER OF 7 SOLE VOTING POWER: 520,000 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE 520,000 (See Item 5)
REPORTING POWER:
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 520,000 (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 0.42%
(11):
14 TYPE OF REPORTING PERSON:* IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 5 of this Schedule 13D
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This Amendment No. 3 amends and, as required by Rule
101(a)(2)(ii) of Regulation S-T, restates in its entirety as of
September 10, 1996 the Statement on Schedule 13D originally filed on
February 8, 1988, as amended through the date hereof (the "Schedule
13D"), by General Electric Capital Corporation ("GE Capital"), General
Electric Capital Services, Inc. (previously named General Electric
Financial Services, Inc.) ("GECS"), and General Electric Company
("GE"), relating to the common stock, par value $.10 per share (the
"Common Stock"), of Noble Drilling Corporation, a Delaware corporation
(the "Company").
ITEM 1. SECURITY AND ISSUER
-------------------
This statement relates to the Common Stock of the Company.
The principal executive offices of the Company are located at 10370
Richmond Avenue, Suite 400, Houston, Texas 77042.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This statement is filed by GE Capital, for and on behalf of
itself, GECS, GE, Employers Reinsurance Corporation ("ERC") (ERC,
together with GE Capital, GECS and GE, being referred to herein as the
"Filing Persons"). The agreement among each of the Filing Persons
that this statement be filed on behalf of each of them is attached
hereto as Exhibit 3.
GECS is a wholly-owned subsidiary of GE; GE Capital is a
wholly-owned subsidiary of GECS; and ERC is owned 89.55% by GE Global
Insurance Holding Corporation, a wholly-owned subsidiary of GECS, and
10.45% by GE Capital.
GE Capital is a Delaware corporation. GE Capital, together
with its subsidiaries, engages in financing services that include
lending, equipment management services and annuities 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.
The business of GECS consists of the ownership of two principal
subsidiaries which, together with their affiliates, constitute GE's
principal financial services businesses.
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.
ERC is a Missouri corporation with its principal executive
offices located at 5200 Metcalf, Overland Park, Kansas 66201. ERC is
engaged principally in the reinsurance business.
ITEMS 2(A), (B) AND (C)
For information with respect to the identity and background
of each executive officer and director of the Filing Persons, see
Schedules I, II, III and IV attached hereto, respectively.
This statement is being filed while the Filing Persons are
in the process of verifying certain of the information required herein
from their respective executive officers and directors. If the Filing
Persons obtain information which would cause a material change in the
information contained herein, an amendment to this statement will be
filed that will set forth such change in information.
6
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ITEMS 2(D) AND (E)
Except as set forth below, during the last five years none
of the Filing Persons, nor, to the best of their knowledge, any of
their directors or executive officers has 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.
On November 15, 1990, an action (styled United States ex
rel. Taxpayers Against Fraud and Chester L. Walsh v. General Electric
Company) 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. This 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 aware 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
Departments 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), 15 U.S.C. Sections
78m(b)(2)(A) and 78ff(a) (inaccurate 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.
ITEM 2(F)
All of the executive officers and directors of the Filing
Persons are U.S. citizens, except that (i) Nigel D. T. Andrews, a GE
Capital and GECS director and executive officer, is a citizen of the
United Kingdom, (ii) Paolo Fresco, an executive officer and director
of GE and a director of GE Capital and GECS is an Italian citizen,
(iii) Claudio X. Gonzalez, a director of GE, is a citizen of Mexico,
and (iv) Kaj Ahlmann, a director of GECS and ERC is a citizen of
Denmark.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
--------------------------------------------------
On January 29, 1988, pursuant to an Assets Purchase
Agreement, dated as of January 8, 1988 (the "Assets Purchase
Agreement"), between the Company, GE Capital and GE Capital's wholly-
owned subsidiary, TIFD IV Inc., GE Capital sold certain assets to the
Company and, in consideration therefor, GE Capital received 3,500,000
shares of Common Stock, certain shares of preferred stock (the
"Preferred Stock") that were subsequently converted on August 28, 1990
into
7<PAGE>
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2,450,000 shares of Common Stock, a "Type A Warrant" which was
subsequently exercised into 800,000 shares of Common Stock as
described below and a "Type B Warrant" which was cancelled by its
terms in 1988. A copy of the Assets Purchase Agreement is attached as
Exhibit 1 hereto and is incorporated herein by reference.
On May 12, 1988, pursuant to the terms of the Assets
Purchase Agreement, GE Capital sold a certain marine rig to the
Company for a purchase price of certain shares of preferred stock that
were subsequently converted on August 28, 1990 into 800,000 shares of
Common Stock.
In March 1989, GE Capital acquired 800,000 shares of Common
Stock for an aggregate consideration of $800,000 pursuant to the
exercise of the Type A Warrant. The funds for the purchase by GE
Capital of such shares of Common Stock were obtained from its working
capital.
On various dates from September 9, 1994 through February 23,
1996, ERC, directly or, in the case of 50,000 shares, through a
wholly-owned insurance subsidiary, purchased in open market
transactions an aggregate of 530,000 shares of Common Stock using its
working capital for an aggregate purchase price of $4,330,630. On
various dates from June 12, 1995 through August 24, 1995, GE
purchased, through a wholly-owned mortgage insurance subsidiary, in
open market transactions 60,000 shares of Common Stock using its
working capital for an aggregate purchase price of $421,250.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
GE Capital purchased the Common Stock held by GE Capital
(and the preferred stock and Type A Warrant from which certain of the
Common Stock held by GE Capital was acquired) from the Company, and
holds the 2,374,625 shares of Common Stock of the Company currently
held by GE Capital, as an investment.
Each of ERC and GE purchased the Common Stock beneficially
owned by it, and holds the respective shares of Common Stock of the
Company currently beneficially owned by it, as an investment.
Pursuant to the Assets Purchase Agreement, the Company was
obligated to nominate a designee of GE Capital for election of each
election for directors as long as GE Capital beneficially owned at
least ten percent of the outstanding Common Stock at the time such
nominations are made. As previously disclosed publicly in Item 10 of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, the Company's obligation pursuant to the Assets
Purchase Agreement to nominate GE Capital's designee for election at
each subsequent election for directors has terminated since GE Capital
no longer beneficially owns at least ten percent of the outstanding
Common Stock.
Except as described above, none of the Filing Persons 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) On August 28, 1990, GE Capital sold 2,800,000 shares of
the Common Stock in a registered public offering at $9.00 per share
pursuant to "piggyback" registration rights under the Registration
Rights Agreement described in Item 6 below. In addition, on the
respective dates and at the respective prices per share specified in
Schedule V hereto, GE Capital sold an aggregate of 2,375,375 shares of
Common Stock in open market sales for total proceeds of $12,943,973.
As of
8
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the date hereof, after giving effect to the above described
transactions, GE Capital has beneficial ownership of 2,374,625 shares
of Common Stock. GE Capital's beneficial ownership of such shares
represents approximately 1.94% of the outstanding shares of Common
Stock based upon 122,090,806 shares of Common Stock outstanding as of
August 26, 1996 (based upon information obtained by GE Capital from
the Company's register and transfer agent).
On May 20, 1996 and August 2, 1996, ERC sold an aggregate of
2,500 shares and 7,500 shares, respectively, of the Common Stock at
$13.00 and $15.50 per share in open market sales. As of the date
hereof, after giving effect to such sales, ERC and GE have beneficial
ownership of 520,000 and 60,000 shares of Common Stock, respectively.
The beneficial ownership of such shares by ERC and GE represents
approximately 0.42% and 0.05%, respectively, of the outstanding shares
of Common Stock based as aforesaid.
Except as disclosed in this Item 5(a), none of the Filing
Persons, 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) Each of GE Capital, ERC and GE has the sole power to
vote or direct the voting and to dispose or direct the disposition of
the respective shares of Common Stock held by it. Each of ERC and GE
has delegated certain voting and dispositive authority with respect to
shares of Common Stock beneficially owned by it to an investment
adviser in accordance with the terms of an investment management
agreement.
Except as described in this Item 5(b), none of the Filing
Persons, 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) The information concerning transactions in shares of
Common Stock by GE Capital, ERC and GE since the filing of Amendment
No. 2 to the Schedule 13D on September 11, 1990 is set forth on
Schedule V attached hereto or Item 3 or Item 5(a) above and
incorporated herein by reference. Except as disclosed in this
Statement, none of the Filing Persons, nor, to the best of their
knowledge, any of their executive officers or directors, has effected
any transaction in securities of the Company during the past 60 days.
(d) No person 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 held by any of GE Capital, ERC or GE except
for such respective Filing Person (or, in the case of 50,000 shares
beneficially owned by ERC and the shares beneficially owned by GE, the
respective wholly-owned insurance subsidiaries referred to above).
(e) As a result of the transactions in 1992 and 1993
described on Schedule V hereto and the issuance thereafter by the
Company of 12,041,000 additional shares of Common Stock in an
underwritten public offering on October 7, 1993 and 626,410 additional
shares of Common Stock on October 25, 1993 to finance the purchase of
two drilling rigs (each without the involvement of GE Capital), GE
Capital ceased to be the beneficial owner of more than five percent of
the outstanding shares of Common Stock on October 25, 1993. This
change in ownership has been previously publicly disclosed in all
material respects in Item 12 (Security Ownership of Certain Beneficial
Owners and Management) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (which, by contrast to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992) did not include GE Capital in the table of
beneficial owners of more than five percent of the outstanding shares
of Common Stock.
9
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Neither the filing of the Schedule 13D or any amendment
thereto, nor anything contained therein or herein is intended as, or
should be construed as, an admission that any Filing Person is the
"beneficial owner" of any shares of Common Stock which any other
Filing Person is deemed to beneficially own.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
--------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER
----------------------------------------
The information set forth in Item 5 above is incorporated
herein by reference.
Except as set forth or incorporated by reference in this
Schedule 13D, none of the Filing Persons, nor, to the best of their
knowledge, any of their executive officers or directors, has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Company.
Under the terms of the Assets Purchase Agreement, GE Capital
has agreed that it will not sell or otherwise dispose of any of the
Common Stock prior to the occurrence of a Change in Control (as
defined), except pursuant to a tender or exchange offer approved by
the board of directors of the Company or as a result of or in
connection with a merger, consolidation or sale of substantially all
the Company's assets, unless such sales are made pursuant to (i) the
terms of the Registration Rights Agreement described below, (ii) Rule
144 under the Securities Act of 1933, as amended (the "Securities
Act"); (iii) a no-action letter of the SEC that no registration is
required under the Securities Act; or (iv) pursuant to an applicable
exemption (other than Rule 144) under the Securities Act in accordance
with which, in the opinion of counsel, no registration thereunder is
required.
Pursuant to the terms of a Registration Rights Agreement,
the Company has granted registration rights to GE Capital with respect
to the Common Stock. A copy of the Registration Rights Agreement is
set forth as Exhibit 10.3 to the Assets Purchase Agreement filed as an
exhibit to the Schedule 13D and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
The following documents are filed as Exhibits to the
Schedule 13D:
Exhibit 1 Assets Purchase Agreement dated as of January 8,
1988 by and between the Company, GE Capital and
TIFD IV Inc. (including as exhibits thereto the
Certificate of Designation for the Preferred Stock
(Exhibit 2.1(b)), the Type A Warrant (Exhibit
2.1(c)), the Type B Warrant (Exhibit 2.1(d)) and
the Registration Rights Agreement (Exhibit 10.3))
(previously filed as Exhibit 1 to the Schedule 13D
as originally filed with the SEC on February 8,
1988 and not restated electronically herewith
pursuant to Rule 13d-2(c) and Rule 101(a)(2)(ii)
of Regulation S-T).
Exhibit 2 Letter of Authorization from GE authorizing GE
Capital to sign this Amendment No. 3 to the
Schedule 13D (previously filed as Exhibit 1 to
Amendment No. 2 to the Schedule 13D filed with the
SEC on September 11, 1990 and not restated
electronically herewith pursuant to Rule 13d-2(c)
and Rule 101(a)(2)(ii) of Regulation S-T).
Exhibit 3 Joint Filing Agreement (filed herewith).
10
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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/ William D. Strittmatter
------------------------------------
Name: William D. Strittmatter
Title: Vice President and Senior
Credit Officer
Dated: September 10, 1996
11
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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/ Brian T. McAnaney
------------------------------------
Name: Brian T. McAnaney
Title: Assistant Secretary
Dated: September 10, 1996
12
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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: GENERAL ELECTRIC CAPITAL
CORPORATION, Attorney-in-Fact
By: /s/ William D. Strittmatter
--------------------------------
Name: William D. Strittmatter
Title: Vice President and
Senior Credit Officer
Dated: September 10, 1996
13
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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.
EMPLOYERS REINSURANCE CORPORATION
By: /s/ John M. Connelly
------------------------------------
Name: John M. Connelly
Title: Senior Vice President,
General Counsel and
Secretary
Dated: September 10, 1996
14
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SCHEDULE I TO SCHEDULE 13D
---------------------------
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
Directors
---------
N.D.T. Andrews GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
N.E. Barton GE Capital Senior Vice President,
260 Long Ridge Road General Counsel and
Stamford, CT 06927 Secretary, GE Capital.
See Schedule II.
J.R. Bunt GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
D.D. Dammerman GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
P. Fresco GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
D.F. Frey General Electric See Schedule III.
Investment Corporation
3003 Sumner Street
Stamford, CT 06904
B.W. Heineman, GE See Schedule III.
Jr. 3135 Easton Turnpike
Fairfield, CT 06431
H.J. Murphy GE Power Generation Vice President, GE
Sales and Service Power Generation Sales
One River Road and Services.
Schenectady, NY 12345
D.J. Nayden GECS President and Chief
260 Long Ridge Road Operating Officer, GE
Stamford, CT 06927 Capital. See Schedule II.
M.A. Neal GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
15
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PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
J.A. Parke GE Capital Senior Vice President,
260 Long Ridge Road Finance, GE Capital.
Stamford, CT 06927 See Schedule II.
J.M. Samuels GE Vice President and
3135 Easton Turnpike Senior Counsel,
Fairfield, CT 06431 Corporate Taxes, GE.
E.D. Stewart GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
J.F. Welch, Jr. GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
G.C. Wendt GE Capital Chairman and Chief
260 Long Ridge Road Executive Officer, GE
Stamford, CT 06927 Capital. See Schedule
II.
16
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PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
Executive
Officers
---------
G.C. Wendt GE Capital Chairman and Chief
260 Long Ridge Road Executive Officer, GE
Stamford, CT 06927 Capital. See Schedule
II.
D.J. Nayden GE Capital President and Chief
260 Long Ridge Road Operating Officer, GE
Stamford, CT 06927 Capital. See Schedule
II.
N.D.T. Andrews GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
M.A. Neal GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
E.D. Stewart GE Capital Executive Vice
260 Long Ridge Road President, GE Capital.
Stamford, CT 06927 See Schedule II.
N.E. Barton GE Capital Senior Vice President,
260 Long Ridge Road General Counsel and
Stamford, CT 06927 Secretary, GE Capital.
See Schedule II.
J.A. Colica GE Capital Senior Vice President
260 Long Ridge Road and Manager, Risk
Stamford, CT 06927 Management and Credit
Policy, GE Capital.
M.D. Fraizer GE Capital Senior Vice President,
292 Long Ridge Road Insurance/Investment
Stamford, CT 06927 Products, GE Capital.
R.L. Lewis GE Capital Senior Vice President,
1600 Sumner Street and General Manager,
6th Floor Global Project and
Stamford, CT 06905 Structured Finance, GE
Capital.
J.A. Parke GE Capital Senior Vice President,
260 Long Ridge Road Finance, GE Capital.
Stamford, CT 06927 See Schedule II.
L.J. Toole GE Capital Senior Vice President,
201 High Ridge Road Human Resources, GE
Stamford, CT 06927 Capital. See Schedule
II.
J.S. Werner GE Capital Senior Vice President,
201 High Ridge Road Corporate Treasury and
Stamford, CT 06927 Global Funding
Operation, GE Capital.
See Schedule II.
17
<PAGE>
<PAGE>
SCHEDULE II TO SCHEDULE 13D
----------------------------
Filed by General Electric Capital Services, Inc.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
Directors
---------
G.C. Wendt GECS Chairman, President
260 Long Ridge Road and Chief Executive
Stamford, CT 06927 Officer, GECS. See
Schedule I.
K. Ahlmann ERC Executive Vice
5200 Metcalf President, GECS. See
Overland Park, KS Schedule IV.
66202
N.D.T. Andrews GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
J.R. Bunt GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
D.D. Dammerman GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
P. Fresco GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
D.F. Frey GE Investment See Schedule III.
Corporation
3003 Sumner Street
Stamford, CT 06904
B.W. Heineman, GE See Schedule III.
Jr. 3135 Easton Turnpike
Fairfield, CT 06431
H.J. Murphy GE Power Generation Vice President, GE
Sales and Services Power Generation Sales
One River Road and Services, GE.
Schenectady, NY 12345
D.J. Nayden GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
18
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
M.A. Neal GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
J.M. Samuels GE Vice President and
3135 Easton Turnpike Senior Counsel,
Fairfield, CT 06431 Corporate Taxes, GE.
E.D. Stewart GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
J.F. Welch, Jr. GE See Schedule III.
3135 Easton Turnpike
Fairfield, CT 06431
19
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
Executive
Officers
---------
G.C. Wendt GECS Chairman, President
260 Long Ridge Road and Chief Executive
Stamford, CT 06927 Officer, GECS. See
Schedule I.
K. Ahlmann ERC Executive Vice
5200 Metcalf President, GECS. See
Overland Park, KS Schedule IV.
66202
N.D.T. Andrews GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
D.J. Nayden GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
M.A. Neal GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
E.D. Stewart GECS Executive Vice
260 Long Ridge Road President, GECS. See
Stamford, CT 06927 Schedule I.
N.E. Barton GECS Senior Vice President,
260 Long Ridge Road GECS. See Schedule I.
Stamford, CT 06927
J.A. Parke GECS Senior Vice President,
260 Long Ridge Road GECS. See Schedule I.
Stamford, CT 06927
L.J. Toole GECS Senior Vice President,
260 Long Ridge Road GECS. See Schedule I.
Stamford, CT 06927
J.S. Werner GECS Senior Vice President,
201 High Ridge Road GECS. See Schedule I.
Stamford, CT 06927
20
<PAGE>
<PAGE>
SCHEDULE III TO SCHEDULE 13D
-----------------------------
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
Directors
---------
D.W. Calloway Pepsico, Inc. Chairman of the Board,
700 Anderson Hill Road Pepsico, Inc.,
Purchase, NY 10577 Beverages, Snack Foods
and Restaurants,
Purchase, New York.
S.S. Cathcart 222 Wisconsin Avenue Director and retired
Suite 103 Chairman of the Board,
Lake Forest, IL 60045 Illinois Tool Works,
Diversified Products,
Chicago, Illinois.
D.D. Dammerman GE Senior Vice President,
3135 Easton Turnpike Finance, and Chief
Fairfield, CT 06431 Financial Officer, GE.
P. Fresco General Electric Vice Chairman of the
Company (U.S.A.) Board and Executive
3 Shortlands, Officer, GE.
Hammersmith
London W6 8BX, England
C.X. Gonzalez Kimberly-Clark de Chairman of the Board
Mexico, and Chief Executive
S.A. de C.V. Officer, Kimberly-
Jose Luis Lagrange 103, Clark de Mexico, S.A.
Tercero Piso de C.V., Consumer and
Colonia Los Morales Paper Products, Mexico
Mexico, D.F. 11510, City, Mexico.
Mexico
R.E. Mercer GE Retired Chairman of
3135 Easton Turnpike the Board and former
Fairfield, CT 06431 Director, The Goodyear
Tire & Rubber Company,
Akron, Ohio.
G.G. Michelson Federated Department Member of the Board of
Stores Directors -- Federated
151 West 34th Street Department Stores,
New York, NY 10001 Retailers, New York,
New York.
J. D. Opie GE Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, GE.
21
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
R. D. Penske Penske Corporation Chairman of the Board,
13400 Outer Drive, West President and
Detroit, MI 48239-4001 Director, Penske
Corporation and
Detroit Diesel
Corporation,
Transportation and
Automotive Services,
Detroit, Michigan.
B.S. Preiskel Suite 3125 Former Senior Vice
60 East 42nd Street President, Motion
New York, NY 10165 Picture Associations
of America, New York,
New York.
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell
Ithaca, NY 14853 University, Ithaca,
New York.
A.C. Sigler Champion International Chairman of the Board,
Corporation Chief Executive
1 Champion Plaza Officer and Director
Stamford, CT 06921 Champion International
Corporation, Paper and
Forest Products,
Stamford, Connecticut.
D.A. Warner III J.P. Morgan & Co., Inc. President, Chief
and Morgan Guaranty Executive Officer and
Trust Co. Director, J.P. Morgan
60 Wall Street & Co., Incorporated
New York, NY 10260 and Morgan Guaranty
Trust Company, New
York, New York.
J.F. Welch, Jr. GE Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, GE.
22
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
Executive
Officers
--------
J.F. Welch, Jr. GE Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, GE.
P. Fresco General Electric Vice Chairman of the
Company (U.S.A.) Board and Executive
3 Shortlands, Officer, GE.
Hammersmith
London W6 8BX, England
J. D. Opie GE Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, GE.
D. D. Dammerman GE Senior Vice President,
3135 Easton Turnpike Finance, and Chief
Fairfield, CT 06431 Financial Officer, GE.
P. D. Ameen GE Vice President and
3135 Easton Turnpike Comptroller, GE.
Fairfield, CT 06431
J.R. Bunt GE Vice President and
3135 Easton Turnpike Treasurer, GE.
Fairfield, CT 06431
D. L. Calhoun GE Vice President -- GE
2901 East Lake Road Transportation
Erie, PA 16531 Systems, GE.
W. J. Conaty GE Senior Vice President
3135 Easton Turnpike -- Human Resources,
Fairfield, CT 06431 GE.
D.M. Cote GE Vice President -- GE
Appliance Park Appliances, GE.
Louisville, KY 40225
L.S. Edelheit GE Senior Vice President
P. O. Box 8 -- Corporate Research
Schenectady, NY 12301 and Development, GE.
D.F. Frey GE Vice President and
3003 Sumner Street Chairman and
Turnpike President, GE
Stamford, CT 06905 Investment Corp.
B.W. Heineman, GE Senior Vice President,
Jr. 3135 Easton Turnpike General Counsel
Fairfield, CT 06431 and Secretary, GE.
W.J. McNerney GE Senior Vice President
Nela Park -- GE Lighting, GE.
Cleveland, OH 44122
23
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- ----------------------
E.F. Murphy GE Senior Vice President
1 Newmann Way -- GE Aircraft Engines,
Cincinnati, OH 05242 GE.
R.L. Nardelli GE Senior Vice President
1 River Road -- GE Power Systems,
Schenectady, NY 12345 GE.
R.W. Nelson GE Vice President --
3135 Easton Turnpike Corporate Financial
Fairfield, CT 06431 Planning and Analysis,
GE.
G.M. Reiner GE Senior Vice President
3135 Easton Turnpike -- Chief Information
Fairfield, CT 06431 Officer, GE.
G.L. Rogers GE Senior Vice President
1 Plastics Avenue -- GE Plastics, GE.
Pittsfield, MA 01201
J.W. Rogers GE Vice President -- GE
1635 Broadway Motors, GE.
Fort Wayne, IN 46801
J.M. Trani GE Senior Vice President
P.O. Box 414 -- GE Medical Systems,
Milwaukee, WI 53201 GE.
L.G. Trotter GE Vice President -- GE
41 Woodford Avenue Electrical Distribu-
Plainville, CT 06062 tion and Control, GE.
24
<PAGE>
<PAGE>
SCHEDULE IV TO SCHEDULE 13D
----------------------------
Filed by Employers Reinsurance Corporation
EMPLOYERS REINSURANCE CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
---------------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- --------------------
Directors
---------
K. Ahlmann ERC Chairman of the
5200 Metcalf Board, President and
Overland Park, KS Chief Executive
66201 Officer, ERC. See
Schedule II.
J. R. Batterson ERC Manager, Reinsurance
5200 Metcalf Claims, ERC.
Overland Park, KS
66202
J. M. Connelly ERC Senior Vice
5200 Metcalf President, General
Overland Park, KS Counsel and
66201 Secretary, ERC.
R. R. Cross ERC President, ERC Life
5200 Metcalf Reinsurance
Overland Park, KS Corporation;
66202 President, Employers
Reassurance
Corporation.
J. F. Dore ERC Senior Vice
5200 Metcalf President and Chief
Overland Park, KS Financial Officer,
66202 ERC.
C. E. Heath ERC Chief Investment
5200 Metcalf Officer, ERC.
Overland Park, KS
66202
A. Kann ERC Frankona Vice Chairman of the
Reinsurance Company Board,
Maria-Theresia-Strasse ERC Frankona
35 Reinsurance Company.
81675 Munich, Germany
J. W. Levin ERC Senior Vice
5200 Metcalf President and
Overland Park, KS Actuary, ERC.
66202
C. A. Mauch ERC Executive Vice
5200 Metcalf President, ERC.
Overland Park, KS
66202
25
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- --------------------
A. K. Sadolin ERC Frankona Manager of Branch
Reinsurance Company Offices, ERC
Maria-Theresia-Strasse Frankona Reinsurance
35 Company
81675 Munich, Germany
J. M. Stalcup ERC Senior Vice
5200 Metcalf President --
Overland Park, KS Manager, Healthcare
66202 Division, ERC.
H. H. Wood, Jr. ERC Senior Vice
5200 Metcalf President --
Overland Park, KS Manager, Property-
66202 Casualty Division,
ERC.
J. L. Woolard ERC Senior Vice
5200 Metcalf President --
Overland Park, KS Manager, Specialty
66202 Division, ERC.
26
<PAGE>
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
----------------- ----------------------- --------------------
Executive
Officers
---------
K. Ahlmann ERC Chairman of the
5200 Metcalf Board, President and
Overland Park, KS Chief Executive
66202 Officer, ERC. See
Schedule II.
C. A. Mauch ERC Executive Vice
5200 Metcalf President, ERC.
Overland Park, KS
66202
J. M. Connelly ERC Senior Vice
5200 Metcalf President, General
Overland Park, KS Counsel and
66202 Secretary, ERC.
J. F. Dore ERC Senior Vice
5200 Metcalf President and Chief
Overland Park, KS Financial Officer,
66202 ERC.
J. W. Levin ERC Senior Vice
5200 Metcalf President and
Overland Park, KS Actuary, ERC.
66202
M. E. Miller ERC Senior Vice
233 South Wacker Drive President --
Chicago, IL 60606-6308 Manager, Central
Territory, Property-
Casualty Division,
ERC.
H. H. Wood, Jr. ERC Senior Vice
5200 Metcalf President --
Overland Park, KS Manager, Property-
66202 Casualty Division,
ERC.
J. M. Stalcup ERC Senior Vice
5200 Metcalf President --
Overland Park, KS Manager, Healthcare
66202 Division, ERC.
J. L. Woolard ERC Senior Vice
5200 Metcalf President --
Overland Park, KS Manager, Specialty
66202 Division, ERC.
27
<PAGE>
<PAGE>
SCHEDULE V TO SCHEDULE 13D
--------------------------
Information Concerning Transactions
in Shares of Common Stock
Effected by GE Capital
since the filing of Amendment
No. 2 to the Schedule 13D
--------------------------
The following sales were effected by GE Capital on the New York
Stock Exchange, Inc. in ordinary broker's transactions on respective
dates indicated at the respective prices per share (excluding
brokerage commissions) indicated:
No. of Price Aggregate
Date Shares Per Share Sale Proceeds
--------------- --------------- --------------- ---------------
11/10/92 20,000 $5.00 $100,000
11/11/92 25,000 $5.00 $125,000
11/12/92 10,000 $5.00 $50,000
11/13/92 45,000 $5.00 $225,000
11/18/92 30,000 $5.00 $150,000
11/19/92 3,000 $5.00 $15,000
2/19/93 30,000 $5.00 $150,000
2/22/23 70,000 $5.00 $350,000
2/23/93 160,000 $5.00 $800,000
2/24/93 50,000 $5.00 $250,000
2/24/93 30,000 $5.0625 $151,875
2/25/93 100,000 $5.0625 $506,250
2/26/93 100,000 $5.0625 $506,250
3/16/93 100,000 $5.0625 $506,250
3/17/93 125,000 $5.1875 $648,438
3/18/93 25,000 $5.1875 $129,688
3/19/93 18,000 $5.1875 $93,375
3/19/93 34,375 $5.25 $180,469
3/24/93 500,000 $5.625 $2,812,500
3/25/93 350,000 $5.625 $1,968,750
3/30/93 50,000 $5.75 $287,500
3/31/93 66,000 $5.75 $379,500
4/02/93 30,000 $5.75 $172,500
4/06/93 15,000 $5.625 $84,375
4/07/93 60,000 $5.625 $337,500
4/08/93 10,000 $5.6875 $56,875
4/08/93 10,000 $5.75 $57,500
4/08/93 90,000 $5.8125 $523,125
4/13/93 30,000 $5.75 $172,500
4/14/93 50,000 $5.9375 $296,875
4/16/93 25,000 $5.9375 $148,438
28
<PAGE>
<PAGE>
No. of Price Aggregate
Date Shares Per Share Sale Proceeds
--------------- --------------- --------------- ---------------
4/16/93 25,000 $6.00 $150,000
4/16/93 25,000 $6.0625 $151,563
4/19/93 15,000 $6.0625 $90,938
4/19/93 15,000 $6.3125 $94,688
4/20/93 5,000 $6.4375 $32,188
4/21/93 10,000 $6.4375 $64,375
4/21/93 19,000 $6.5625 124,688
--------------- ---------------
Total 2,375,375 $12,943,973
29
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- --------------------------------------------------
Exhibit 1 Assets Purchase Agreement dated as of January 8, 1988
by and between the Company, GE Capital and TIFD IV Inc.
(including as exhibits thereto the Certificate of
Designation for the Preferred Stock (Exhibit 2.1(b)),
the Type A Warrant (Exhibit 2.1(c)), the Type B Warrant
(Exhibit 2.1(d)) and the Registration Rights Agreement
(Exhibit 10.3)) (previously filed as Exhibit 1 to the
Schedule 13D as originally filed with the SEC on
February 8, 1988 and not restated electronically
herewith pursuant to Rule 13d-2(c) and Rule
101(a)(2)(ii) of Regulation S-T).
Exhibit 2 Letter of Authorization from GE authorizing GE Capital
to sign this Amendment No. 3 to the Schedule 13D
(previously filed as Exhibit 1 to Amendment No. 2 to
the Schedule 13D filed with the SEC on September 11,
1990 and not restated electronically herewith pursuant
to Rule 13d-2(c) and Rule 101(a)(2)(ii) of Regulation
S-T).
Exhibit 3 Joint Filing Agreement (filed herewith).
30
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date with
respect to beneficial ownership of the undersigned of shares of the
Common Stock, par value $.10 per share, of Noble Drilling Corporation
is being filed on behalf of each of the undersigned in accordance with
Rule 13d-1(f)(1) under the Securities Exchange Act of 1934. This
agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: September 10, 1996
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ William D. Strittmatter
------------------------------------
Name: William D. Strittmatter
Title: Vice President and Senior
Credit Officer
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Brian T. McAnaney
------------------------------------
Name: Brian T. McAnaney
Title: Assistant Secretary
GENERAL ELECTRIC COMPANY
By: GENERAL ELECTRIC CAPITAL
CORPORATION, Attorney-in-Fact
By: /s/ William D. Strittmatter
--------------------------------
Name: William D. Strittmatter
Title: Vice President and
Senior Credit Officer
EMPLOYERS REINSURANCE CORPORATION
By: /s/ John M. Connelly
------------------------------------
Name: John M. Connelly
Title: Senior Vice President,
General Counsel & Secretary
31
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