================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No.______)
TELESCAN, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE 879516102
- --------------------------------------------------------------------------------
(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)
JANUARY 14, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following
box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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NYFS08...:\60\47660\0249\306\13D1199K.46C
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------- ---------------------------------------
CUSIP No. 879516102 13D Page 2 of 12
- ------------------------------------------------------- ---------------------------------------
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAMES OF REPORTING PERSONS: GE CAPITAL EQUITY INVESTMENTS,
INC.
I.R.S. IDENTIFICATION NOS. 06-1268495
OF ABOVE PERSONS (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
-----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,220,237
OWNED BY
-----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 610,119
REPORTING
-----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,220,237
EACH 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): 9.9%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------- ---------------------------------------
CUSIP No. 879516102 13D Page 3 of 12
- ------------------------------------------------------- ---------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: NATIONAL BROADCASTING COMPANY,
INC.
I.R.S. IDENTIFICATION NOS. 14-1682529
OF ABOVE PERSONS (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
- ---------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
-----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,220,237
OWNED BY
-----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 610,118
REPORTING
-----------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,220,237
EACH 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): 9.9%
- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
- ---------------------------------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------- ---------------------------------------
CUSIP No. 879516102 13D Page 4 of 12
- ------------------------------------------------------- ---------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL
CORPORATION
I.R.S. IDENTIFICATION NOS. 13-1500700
OF ABOVE PERSONS (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 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 POWER: 0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY BENEFICIAL OWNERSHIP OF ALL
EACH REPORTING PERSON: SHARES DISCLAIMED BY
GENERAL ELECTRIC CAPITAL
CORPORATION
- ---------------------------------------------------------------------------------------------------------
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>
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CUSIP No. 879516102 13D Page 5 of 12
- ------------------------------------------------------- ---------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL SERVICES,
INC.
I.R.S. IDENTIFICATION NOS. 06-1109503
OF ABOVE PERSONS (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 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 POWER: 0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY BENEFICIAL OWNERSHIP OF ALL
EACH 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>
- ------------------------------------------------------- ---------------------------------------
CUSIP No. 879516102 13D Page 6 of 12
- ------------------------------------------------------- ---------------------------------------
- ---------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC COMPANY
I.R.S. IDENTIFICATION NOS. 14-0689340
OF ABOVE PERSONS (ENTITIES ONLY):
- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [X]
- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE
- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [X]
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 POWER: 0
- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY BENEFICIAL OWNERSHIP OF ALL
EACH 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
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The title and class of equity security to which this statement on
Schedule 13D relates is the common stock, par value $.01 per share ("Common
Stock"), of Telescan, Inc., a Delaware corporation (the "Company"). The address
of the Company's principal executive offices is 5959 Corporate Drive, Suite
2000, Houston, Texas 77036.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by GE Capital Equity Investments, Inc.
("GECEI"), for and on behalf of itself, National Broadcasting Company, Inc.
("NBC"), General Electric Capital Corporation ("GE Capital"), General Electric
Capital Services, Inc. ("GECS") and General Electric Company ("GE"). GECEI is a
wholly-owned subsidiary of GE Capital; GE Capital is a subsidiary of GECS; and
GECS and NBC are a wholly-owned subsidiaries of GE. GECEI, NBC, GE Capital, GECS
and GE are referred to herein collectively as the "Reporting Persons". An
agreement among the Reporting Persons with respect to the filing of this
statement is attached hereto as Exhibit 2.
GECEI is a Delaware corporation with its principal executive offices
located at 120 Long Ridge Road, Stamford, Connecticut 06927. The principal
business activities of GECEI are the making, managing and disposing of
investments in private and public companies. NBC is a Delaware corporation with
its principal executive offices located at 30 Rockefeller Plaza, New York, New
York 10112. The principal business activities of NBC are the operation of
television and cable broadcast networks and television stations. GE Capital is a
New York corporation with its principal executive offices located at 260 Long
Ridge Road, Stamford, Connecticut 06927. 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. 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 common 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.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of GECEI,
NBC, GE Capital, GECS and GE are set
7
<PAGE>
forth on Schedules A, B, C, D and E attached hereto, respectively.
Except as set forth on Schedule F hereto, during the last five years
none of the Reporting 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.
This statement is being filed while the Reporting Persons are in the
process of verifying information required herein from their respective directors
and executive officers. If the Reporting Persons obtains information concerning
such individuals which would cause a material change in the disclosure contained
herein, an amendment to this statement will be filed that will disclose such
change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 14, 1999, the Company and GECEI entered into a Stock
Purchase Agreement (the "Purchase Agreement") providing for the purchase on that
day by GECEI of 1,220,237 shares of Common Stock from the Company, for an
aggregate purchase price of $9,395,824.90. A copy of the Purchase Agreement is
attached as hereto as Exhibit 1. The source of funds used to purchase the shares
of Common Stock was the working capital of GECEI.
ITEM 4. PURPOSE OF TRANSACTION.
GECEI and NBC acquired the shares of Common Stock of the Company as
an investment and hold them in the ordinary course of business and not with the
purpose or effect of changing the control of the Company.
Each of GECEI and NBC intends to review its investment on a regular
basis and as a result thereof may at any time or from time to time, acquire
additional securities of the Company or dispose of all or a portion of any
securities of the Company in the open market or otherwise. Any such acquisition
or disposition would be made in compliance with all applicable laws and
regulations.
8
<PAGE>
In connection with negotiations by NBC with the Company regarding
licensing the Company's technology and portions of its content as well as
certain other services, NBC may seek an agreement that the Company nominate an
individual designated by NBC to the Company's Board of Directors.
Although the foregoing represents the range of activities presently
contemplated by the Reporting Persons with respect to the Company, it should be
noted that the possible activities of the Reporting Persons are subject to
change at any time.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons to Rows (11) through (13)
of the cover pages of this statement on Schedule 13D are incorporated herein by
reference. As of January 15, 1999, GECEI and NBC beneficially owned in the
aggregate 1,220,237 shares of the Common Stock of the Company, representing
approximately 9.9% of the outstanding shares of Common Stock (based on the
number of shares outstanding as of November 16, 1998 as reported in the
Company's Form 10-Q for the quarterly period ended September 30, 1998, after
giving effect to the issuance of shares by the Company pursuant to the Purchase
Agreement).
Except as disclosed in this Item 5(a), none of the Reporting
Persons, nor, to the best of their knowledge, any of their directors or
executive officers, beneficially owns any shares of Common Stock of the Company.
(b) The responses of the Reporting Persons to (i) Rows (7) through
(10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a)
hereof are incorporated herein by reference. As further described in Item 6,
GECEI and NBC have entered into an arrangement with respect to the voting and
disposition of the Common Stock acquired under the Purchase Agreement.
Except as disclosed in this Item 5(b), none of the Reporting
Persons, nor to the best of their knowledge, any of their directors or executive
officers, presently has the power to vote or to direct the vote or to dispose or
direct the
9
<PAGE>
disposition of any of the shares of Common Stock of the Company which they may
be deemed to beneficially own.
(c) Except as disclosed in Item 3 hereof, none of the Reporting
Persons, nor, to the best of their knowledge, any of their directors or
executive officers, has effected any transaction in the Common Stock of the
Company during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Neither the filing of this Schedule 13D or any amendment thereto,
nor anything contained herein is intended as, or should be construed as, an
admission that GE Capital, GECS or GE is the "beneficial owner" of any shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The response to Item 3 hereof is incorporated herein by reference.
Pursuant to the Purchase Agreement, at any time on or after October
15, 1999, GECEI and its permitted assigns have the right to require the Company
to register for sale under the Securities Act of 1933, as amended, up to 50% of
the shares of Common Stock issued to GECEI pursuant to the Purchase Agreement.
The Company has agreed to file and keep a registration statement effective for
such sales for up to three years after the date of effectiveness of such
registration statement.
GECEI and NBC have entered into an oral arrangement with respect to
the shares of Common Stock acquired under the Purchase Agreement. Pursuant to
the arrangement, GECEI and NBC have agreed, with respect to the shares of Common
Stock acquired under the Purchase Agreement, to share voting power with respect
to all of such shares and to allocate sole dispositive power with respect to
one-half of such shares to each of them.
An agreement among the Reporting Persons with respect to the filing
of this Schedule 13D and any amendments thereto is attached hereto as Exhibit 2.
Except as disclosed in this Item 6, none of the Reporting Persons,
nor, to the best of their knowledge, any of their directors or executive
officers, are parties to any
10
<PAGE>
contract, arrangement, understanding or relationship (legal or otherwise) with
respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stock Purchase Agreement, dated as of January 14,
1999, by and among Telescan, Inc. and GE Capital
Equity Investments, Inc.
Exhibit 2 Joint Filing Agreement by and among GE Capital
Equity Investments, Inc., General Electric Capital
Corporation, General Electric Capital Services,
Inc. and General Electric Company, dated January
21, 1999.
Exhibit 3 Power of Attorney appointing Michael E. Pralle as
agent and attorney-in-fact for General Electric
Company.
Exhibit 4 Power of Attorney appointing Michael E. Pralle as
agent and attorney-in-fact for General Electric
Capital Services, Inc.
11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 21, 1999
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark Begor
-------------------------------------------
Name: Mark Begor
Title: Executive Vice President
12
<PAGE>
SCHEDULE A TO SCHEDULE 13D
Filed by GE Capital Equity Investments, Inc.
GE CAPITAL EQUITY INVESTMENTS, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Directors
- ---------
<S> <C> <C>
Michael E. Pralle GE Capital Equity President, Chairman of the
Investments, Inc. Board
120 Long Ridge Road
Stamford, CT 06927
Officers
- --------
Michael E. Pralle GE Capital Equity President, Chairman of the
Investments, Inc. Board
120 Long Ridge Road
Stamford, CT 06927
Jonathan K. Sprole GE Capital Equity Senior Vice President,
Investments, Inc. General Counsel & Secretary
120 Long Ridge Road
Stamford, CT 06927
Paul Licursi GE Capital Equity Vice President-Finance &
Investments, Inc. Treasurer
120 Long Ridge Road
Stamford, CT 06927
Joseph Swezey GE Capital Equity Vice President-Controller
Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
Barbara J. Gould GE Capital Equity Senior Vice President,
Investments, Inc. Associate General Counsel
120 Long Ridge Road and Assistant Secretary
Stamford, CT 06927
Peter J. Muniz GE Capital Equity Vice President, Associate
Investments, Inc. General Counsel and
120 Long Ridge Road Assistant Secretary
Stamford, CT 06927
Bryant Cohen GE Capital Equity Vice President-Taxes
Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
</TABLE>
Each person listed above is a citizen of the United States of America.
A-1
<PAGE>
SCHEDULE B TO SCHEDULE 13D
Filed by National Broadcasting Company, Inc.
NATIONAL BROADCASTING COMPANY, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Directors
- ---------
<S> <C> <C>
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois
Suite 103 Tool Works
Lake Forest, IL 60045
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer, Avon
New York, NY 10105 Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the Board
151 West 34th Street of Directors, Federated
New York, NY 10001 Department Stores
E.F. Murphy National Broadcasting Vice Chairman of the Board
Company, Inc. and Executive Officer,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
J.D. Opie National Broadcasting Vice Chairman of the Board
Company, Inc. and Executive Officer,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
R.S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus, Cornell
3104 Snee Building University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO and former
1 Champion Plaza Director, Champion
Stamford, CT 06921 International Corporation
D.A. Warner III J.P. Morgan & Co., Inc. and Chairman of the Board,
Morgan 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
B-1
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
J.F. Welch, Jr. National Broadcasting Chairman of the Board and
Company, Inc. Chief Executive Officer,
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
Executive Officers
- ------------------
John F. Welch Jr. National Broadcasting Chairman
Company, Inc.
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright National Broadcasting Chief Executive
Company, Inc. Officer & President
30 Rockefeller Plaza
New York, NY 10112
Mark Begor National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
William Bolster 2200 Fletcher Avenue Executive Vice
Fort Lee, NJ 07024 President
Richard Cotton National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Duncan Ebersol National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Randel A. Falco National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Andrew Lack National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Donald Ohlmeyer National Broadcasting Executive Vice
Company, Inc. President
3000 West Alameda Ave.
Burbank, CA 91523
B-2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Thomas Rogers National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Scott Sassa National Broadcasting Executive Vice
Company, Inc. President
3000 West Alameda Ave.
Burbank, CA 91523
Edward Scanlon National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Patrick Wallace National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Kassie Canter National Broadcasting Senior Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Doug Adams 3900 Barnett Street Vice President
Fort Worth, TX 76103
Carole Black 3000 West Alameda Ave. Vice President
Burbank, CA 91523
Donald Browne 316 North Miami Avenue Vice President
Miami, FL 33128
Linda Sullivan 4001 Nebraska Avenue, N.W. Vice President
Washington, DC 20016
Dennis Swanson National Broadcasting Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Larry Wert 454 N. Columbus Drive Vice President
Chicago, IL 60611
Mark Begor National Broadcasting Chief Financial
Company, Inc. Officer
30 Rockefeller Plaza Treasurer
New York, NY 10112
Kenneth Black National Broadcasting Assistant Treasurer
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
B-3
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Benjamin W. Heineman National Broadcasting Secretary
Jr. Company, Inc.
3135 Easton Turnpike
Fairfield, CT 06431
Roberta Brackman National Broadcasting Assistant Secretary
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Anne Egerton 3000 West Alameda Ave Assistant Secretary
Burbank, CA 91523
Charles Jablonski National Broadcasting Assistant Secretary
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Patricia J. Langer National Broadcasting Assistant Secretary
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Elizabeth A. Newell National Broadcasting Assistant Secretary
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Susan Weiner National Broadcasting Assistant Secretary
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Diane Zipursky 4001 Nebraska Ave., NW Assistant Secretary
Washington, DC 20016
</TABLE>
Each person listed above is a citizen of the United States of America except
Andrea Jung, who is a citizen of Canada.
B-4
<PAGE>
SCHEDULE C TO SCHEDULE 13D
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Directors
- ---------
<S> <C> <C>
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
David M. Cote General Electric Appliances President and Chief
Appliance Park Executive Officer, General
Louisville, KY 40225 Electric Appliances
Dennis D. Dammerman General Electric Company Vice Chairman and Executive
3135 Easton Turnpike Officer, General Electric
Fairfield, CT 06431 Company; Chairman and Chief
Executive Officer, General
Electric Capital Services,
Inc.
Benjamin W. Heineman, General Electric Company Senior Vice President,
Jr. 3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
Jeffrey R. Immelt General Electric Medical President and Chief
Systems Executive Officer, General
3000 N. Grandview Boulevard Electric Medical Systems
Waukesha, WI 53188
W. James McNerney, GE Aircraft Engines President and Chief
Jr. One Neumann Way Executive Officer, GE
Cincinnati, OH 45215-6301 Aircraft Engines
John H. Myers GE Investment Corporation Chairman and President, GE
3003 Summer Street Investment Corporation
Stamford, CT 06904
Robert L. Nardelli General Electric Company President and Chief
One River Road Executive Officer, GE Power
Schenectady, NY 12345 Systems
C-1
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Denis J. Nayden General Electric Capital President and Chief
Corporation Executive Officer, General
260 Long Ridge Road Electric Capital
Stamford, CT 06927 Corporation
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
Keith S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
Edward D. Stewart General Electric Capital Executive Vice President,
Corporation General Electric Capital
1600 Summer Street 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
Executive Officers
- ------------------
Denis J. Nayden General Electric Capital President and Chief
Corporation Executive 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
1600 Summer Street
Stamford, CT 06905
C-2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
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,
Corporation Global Risk Management
260 Long Ridge Road
Stamford, CT 06927
Michael D. Fraizer General Electric Capital Senior Vice President,
Corporation Insurance/Investment
6604 West Broad Street Products
Taylor Building
Richmond, VA 23230
Robert L. Lewis General Electric Capital Senior Vice President,
Corporation Structured Finance Group
120 Long Ridge Road
Stamford, CT 06927
James A. Parke General Electric Capital Senior Vice President,
Corporation Finance
260 Long Ridge Road
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>
Each person listed above is a citizen of the United States of America except
Nigel D.T. Andrews, who is a citizen of the United Kingdom.
C-3
<PAGE>
SCHEDULE D TO SCHEDULE 13D
Filed by General Electric Capital Services, Inc.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Directors
- ---------
<S> <C> <C>
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
David M. Cote GE Appliances President and Chief
Appliance Park Executive Officer, GE
Louisville, KY 40225 Appliances
Dennis D. Dammerman General Electric Company Vice Chairman and Executive
3135 Easton Turnpike Officer, General Electric
Fairfield, CT 06431 Company; Chairman and Chief
Executive Officer, General
Electric Capital Services,
Inc.
Benjamin W. Heineman, General Electric Company Senior Vice President,
Jr. 3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
Jeffrey R. Immelt GE Medical Systems President and Chief
3000 N. Grandview Blvd. Executive Officer, GE
Waukesha, WI 53188 Medical Systems
John H. Myers GE Investment Corporation Chairman and President, GE
3003 Summer Street Investment Corporation
Stamford, CT 06904
Robert L. Nardelli General Electric Company President and Chief
One River Road Executive Officer, GE Power
Schenectady, NY 12345 Systems
D-1
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Denis J. Nayden General Electric Capital President and Chief
Corporation Executive Officer, General
260 Long Ridge Road Electric Capital
Stamford, CT 06927 Corporation
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
Keith S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
Edward D. Stewart General Electric Capital Executive Vice President,
Corporation General Electric Capital
1600 Summer Street Corporation
Stamford, CT 06905
John F. Welch, Jr. General Electric Company Chairman and Chief
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
Executive Officers
- ------------------
Dennis D. Dammerman General Electric Capital Vice Chairman and Executive
Services, Inc. Officer, General Electric
3135 Easton Turnpike Company;Chairman and Chief
Fairfield, CT 06431 Executive Officer, General
Electric Capital 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 B.
260 Long Ridge Road
Stamford, CT 06927
Denis J. Nayden General Electric Capital President and Chief
Corporation Executive Officer
260 Long Ridge Road See Schedule B.
Stamford, CT 06927
D-2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Michael A. Neal General Electric Capital Executive Vice President
Corporation See Schedule B.
260 Long Ridge Road
Stamford, CT 06927
Edward D. Stewart General Electric Capital Executive Vice President
Corporation See Schedule B.
1600 Summer Street
Stamford, CT 06905
Nancy E. Barton General Electric Capital Senior Vice President,
Corporation General Counsel and
260 Long Ridge Road Secretary
Stamford, CT 06927 See Schedule B.
James A. Parke General Electric Capital Senior Vice President,
Corporation Finance
260 Long Ridge Road See Schedule B.
Stamford, CT 06927
Lawrence J. Toole General Electric Capital Senior Vice President,
Corporation Human Resources
260 Long Ridge Road See Schedule B.
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 See Schedule B.
</TABLE>
Each person listed above is a citizen of the United States of America except:
Kaj Ahlman, who is a citizen of Denmark; and Nigel D.T. Andrews, who is a
citizen of the United Kingdom.
D-3
<PAGE>
SCHEDULE E TO SCHEDULE 13D
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
Directors
- ---------
<S> <C> <C>
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, Illinois
Suite 103 Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairman and Chief
Executive Officer, General
Electric Capital Services,
Inc.
P. Fresco Fiat SpA Chairman of the Board, Fiat
via Nizza 250 SpA
10126 Torino, Italy
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and
S.A. de C.V. Chief 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
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer, Avon
New York, NY 10105 Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the Board
151 West 34th Street of Directors, Federated
New York, NY 10001 Department Stores
E.F. Murphy General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
E-1
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
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
F.H.T. Rhodes Cornell University President Emeritus, Cornell
3104 Snee Building University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO and former
1 Champion Plaza Director, Champion
Stamford, CT 06921 International Corporation
D.A. Warner III J.P. Morgan & Co., Inc. and Chairman of the Board,
Morgan 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 Chief Executive Officer
Fairfield, CT 06431
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 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
L.S. Edelheit General Electric Company Senior Vice President -
P.O. Box 8 Corporate Research and
Schenectady, NY 12301 Development
E-2
<PAGE>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
- ---- ------- ----------
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
G.S. Malm General Electric Company Senior Vice President -
3135 Easton Turnpike Asia
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
K.S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer
L.G. Trotter General Electric Company Senior Vice President -
41 Woodward Avenue GE Industrial Systems
Plainville, CT 06062
</TABLE>
Each person listed above is a citizen of the United States of America except:
C.X. Gonzalez, who is a citizen of Mexico; P. Fresco, who is a citizen of Italy;
Andrea Jung, who is a citizen of Canada; and G.S. Malm, who is a citizen of
Sweden.
E-3
<PAGE>
SCHEDULE F TO SCHEDULE 13D
1. Her Majesty's Inspectorate of Pollution v. IGE Medical Systems
Limited (St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case
No. 04/00320181)
In April 1994, IGE Medical Systems Limited ("IGEMS"), a U.K.
subsidiary of GE Medical Systems, discovered the loss of a radioactive barium
source at the Radlett, England facility. The lost source, used to calibrate
nuclear camera detectors, emits a very low level of radiation. IGEMS immediately
reported the loss as required by the U.K. Radioactive Substances Act. An ensuing
investigation, conducted in cooperation with government authorities, failed to
locate the source. On July 21, 1994, Her Majesty's Inspectorate of Pollution
(HMIP) charged IGEMS with violating the Radioactive Substances Act by failing to
comply with a condition of registration. The Act provides that a registrant like
IGEMS, which "does not comply with a limitation or condition subject to which
(it) is so registered ... shall be guilty of (a criminal) offense." Condition 7
of IGEMS' registration states that it "shall so far as is reasonably practicable
prevent ... loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a
guilty plea and agreed to pay a fine of (pound)5,000 (pounds) and assessed costs
of (pound)5,754 (pounds). The prosecutor's presentation focused primarily on the
1991 change in internal IGEMS procedures and, in particular, the source logging
procedure. The prosecutor complimented IGEMS' investigation and efforts to
locate the source and advised the court that IGEMS had no previous violations of
the Radioactive Substances Act. He also told the court that the Radlett plant
had been highlighted as an exemplary facility to HMIP inspectors as part of
their training. In mitigation, IGEMS emphasized the significant infrastructure
and expense undertaken by IGEMS to provide security for radiation sources and
the significant effort and expense incurred in attempting to locate the missing
source.
F-1
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
Exhibit 1 Stock Purchase Agreement, dated as of January 14,
1999, by and among Telescan, Inc. and GE Capital
Equity Investments, Inc.
Exhibit 2 Joint Filing Agreement by and among GE Capital
Equity Investments, Inc., General Electric Capital
Corporation, General Electric Capital Services,
Inc. and General Electric Company, dated January
21, 1999.
Exhibit 3 Power of Attorney appointing Michael E. Pralle as
agent and attorney-in-fact for General Electric
Company.
Exhibit 4 Power of Attorney appointing Michael E. Pralle as
agent and attorney-in-fact for General Electric
Capital Services, Inc.
Exhibit 1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
January 14, 1999 by and among Telescan, Inc., a Delaware corporation (the
"Company"), and GE Capital Equity Investments, Inc. (the "Purchaser").
WHEREAS, the Company desires to sell, and the Purchaser desires to
purchase, an aggregate of 1,220,237 shares (the "Shares") of the Company's
common stock, $.01 par value per share (the "Common Stock"), on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the representations and warranties
contained herein, the parties hereto agree as follows:
1. AGREEMENT TO PURCHASE. The Purchaser hereby purchases the Shares from
the Company, and the Company hereby issues and sells the Shares to the
Purchaser, for an aggregate purchase price of $9,395,824.90 ($7.70 per Share).
2. CLOSING. Upon payment of the purchase price for the Shares, by wire
transfer of immediately available funds to an account specified by the Company,
the Company will deliver to the Purchaser a certificate or certificates
representing such Shares, registered in the name of the Purchaser.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Purchaser as of the date hereof as follows:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the requisite
corporate power and authority to enter into this Agreement, perform its
obligations hereunder, and issue the Shares in accordance with the terms hereof.
(b) The Company has taken all corporate action required to authorize
the execution and delivery of this Agreement and the performance of its
obligations hereunder, including the issuance of the Shares, and this Agreement
has been duly executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company. When issued to and paid for by the
Purchaser in accordance with the terms of this Agreement, the Shares will be
duly and validly issued, fully paid and nonassessable, and the issuance of the
shares will not be subject to any preemptive or similar rights that have not
been waived.
(c) As of the date of this Agreement, the authorized and outstanding
capitalization of the Company consists of (i) a total of 10,000,000 authorized
shares of preferred stock (the "Preferred Stock"), of which 120,000 shares of 5%
convertible preferred stock are outstanding, and
<PAGE>
(ii) a total of 15,000,000 authorized shares of Common Stock, of which
11,105,388 shares are issued and outstanding. All of such outstanding shares are
validly issued, fully paid and nonassessable, and none of such outstanding
shares was issued in violation of any preemptive rights. In addition to the
foregoing, as of January 14, 1999, warrants and options to purchase a total of
1,037,972 shares of Common Stock are outstanding, and the Company is authorized
to grant additional options to purchase up to 522,498 additional shares of
Common Stock pursuant to its existing stock option plans. Otherwise, there are
not outstanding any options, warrants or similar agreements for the purchase
from the Company of any shares of its capital stock or any securities
convertible into or ultimately exchangeable or exercisable for any shares of the
Company's capital stock. Neither the execution and delivery by the Company of
this Agreement, the sale of the Shares hereunder, nor the performance of the
Company's other obligations under this Agreement will require (i) the issuance
of any additional shares of Common Stock of the Company or other securities
convertible into shares of equity securities of the Company or (ii) the
adjustment in any exercise, conversion or liquidation price of any outstanding
option, warrant or convertible security.
(d) Neither the execution and delivery by the Company of this Agreement,
the sale of the Shares hereunder nor the performance of the Company's other
obligations under this Agreement: (A) will violate, conflict with, result in a
breach of or constitute a default (or an event that, with notice or lapse of
time, would constitute a default) under (i) the certificate of incorporation or
bylaws of the Company, (ii) any decree, judgment, order or determination of any
court, governmental agency or body, or any arbitrator having jurisdiction over
the Company or any of the Company's assets, (iii) any law, rule or regulation
applicable to the Company, or (iv) the terms of any material agreement by which
the Company is bound or to which any property of the Company is subject; and (B)
requires the consent or approval of, or any filing with any court, governmental
agency or body or any other person (except to the extent previously obtained or
made).
(e) Neither the Company nor any person acting on behalf of the Company has
offered or sold any of the Shares by any form of general solicitation or general
advertising. The Company has offered the Shares for sale only to the Purchaser.
The sale of the Shares by the Company is not part of a plan or scheme to evade
the registration requirements of the Securities Act of 1933, as amended (the
"Act").
(f) The Company has filed on a timely basis all reports, schedules and
other documents required to be filed by it with the Securities and Exchange
Commission ("SEC") since January 1, 1997 (collectively, the "Disclosure
Documents"), and such Disclosure Documents, as of their respective dates, do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
(g) The financial statements of the Company included in each of the
Disclosure Documents, including the schedules and notes thereto, comply in all
material respects with the requirements of the Act or the Securities Exchange
Act of 1934, as amended (as applicable), fairly present the financial condition
and results of operations and cash flows of the Company and its
2
<PAGE>
subsidiaries at the respective dates and for the respective periods indicated
and have been prepared in accordance with generally accepted accounting
principles consistently applied throughout such periods.
(h) As of the date hereof, since September 30, 1998, there has been no
material adverse change in the properties, business, results of operations or
condition (financial or otherwise) of the Company and its subsidiaries, taken as
a whole.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Company as of the date hereof as follows:
(a) The Purchaser is acquiring the Shares for its own account for
investment purposes and not with a view to the distribution thereof within the
meaning of the Act.
(b) The Purchaser understands that the Shares constitute
"restricted securities" within the meaning of Rule 144 under the Act and may not
be sold, pledged or otherwise disposed of unless they are subsequently
registered under the Act and applicable state securities laws or unless an
exemption from registration is available.
(c) The Purchaser is an "accredited investor" within the meaning of
Rule 501 under the Act.
(d) No consent, approval, authorization or order of any court,
governmental agency or body or arbitrator having jurisdiction over the Purchaser
or of the Purchaser's affiliates is required for the execution of this Agreement
or the performance of the Purchaser's obligations hereunder, including, without
limitation, the purchase of the Shares from the Company.
(e) The Purchaser has taken all corporate action required to
authorize the execution and delivery of this Agreement and the performance of
its obligations hereunder, and this Agreement has been duly executed and
delivered by the Purchaser and constitutes a valid and legally binding
obligation of the Purchaser.
5. COVENANT TO REGISTER.
(a) For purposes of this Section, the following definitions shall
apply:
(i) The terms "register," "registered," and "registration"
refer to a registration under the Act, effected by preparing and filing a
registration statement or similar document in compliance with the Act, and the
declaration or ordering of effectiveness of such registration statement,
document or amendment thereto.
(ii) The term "Registrable Securities" means up to 50% of the
Shares issued pursuant to this Agreement, and any securities of the Company or
securities of any successor
3
<PAGE>
corporation issued in exchange for, or in replacement of, the Registrable
Securities (including any securities issued by way of a stock dividend or stock
split).
(b) (i) At any time on or after October 15, 1999, the Purchaser and
its permitted assigns shall have the right to require by notice in writing that
the Company use its best efforts to register all or any part of the Registrable
Securities held by such holder (a "Demand Registration") and the Company shall
thereupon, as expeditiously as possible, use its best efforts to effect such
registration in accordance herewith. If the Purchaser provides such written
notice on October 15, 1999, the Company will use its best efforts to effect such
registration by December 15, 1999. If the Purchaser demands registration of less
than all of the Registrable Securities covered thereby, the Company, at its
option, may nevertheless file a registration statement covering all of the
Registrable Securities. If such registration statement is declared effective
with respect to all Registrable Securities and the Company is in compliance with
its obligations under Subsections (c)(i) through (v) of this Section 5, the
demand registration rights granted pursuant to this Subsection (b) (i) shall
cease. If such registration statement is not declared effective with respect to
all Registrable Securities covered thereby, or if the Company is not in
compliance with its obligations, the demand registration right described herein
shall remain in effect. The Company shall provide holders of Registrable
Securities reasonable opportunity (at least 7 business days) to review any such
registration statement or amendment or supplement thereto prior to the filing
thereof.
(ii) The Company shall not be obligated to effect a Demand
Registration under Subsection (b)(i) above (A) if all of the Registrable
Securities held by the Purchaser which are demanded to be covered by the Demand
Registration are, at the time of such demand, included in an effective
registration statement and the Company is in compliance with its obligations
under Subsection (c) of this Section 5 or (B) if all of the Registrable
Securities may be sold under Rule 144(k) of the Act and the Company's transfer
agent has accepted an instruction from the Company to such effect and issued one
or more certificates representing the Registrable Securities.
(iii) The Company may suspend the effectiveness of any such
registration effected pursuant to this Subsection (b) in the event, and for such
period of time as, such a suspension is required by the rules and regulations of
the SEC. The Company will use its best efforts to cause such suspension to
terminate at the earliest possible date.
(iv) The Company shall have the right, by written notice to
the Purchaser, to request that the Purchaser discontinue dispositions of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities during one or more periods aggregating not more than 60
days in any twelve-month period in the event that (i) Company would, in
accordance with the advice of its counsel, be required to disclose in the
prospectus information not otherwise then required by law to be publicly
disclosed and (ii) in the good faith judgment of the Company's Board of
Directors, there is a reasonable likelihood that such disclosure, or any other
action to be taken in connection with the prospectus, would materially and
adversely affect any existing or prospective material business situation,
transaction or negotiation or otherwise materially and adversely affect Company.
Notwithstanding the foregoing, such right of the Company shall not
4
<PAGE>
be applicable during the two week period following the public release by the
Company of an earnings statement.
(c) Whenever required under this Section 5 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as possible:
(i) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration to become effective as provided in Section 5(b), and keep such
registration statement effective for so long as the Purchaser desires to dispose
of the securities covered by such registration statement; provided, however,
that in no event shall the Company be required to keep the registration
statement effective for a period greater than three years from the date of
effectiveness of such registration statement.
(ii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement and notify the Purchaser of the filing and
effectiveness of such registration statement and any amendments or supplements.
(iii) Furnish to the Purchaser such numbers of copies of a
current prospectus, including a preliminary prospectus, conforming with the
requirements of the Act, copies of the registration statement, any amendment or
supplement to any thereof and any documents incorporated by reference therein
and such other documents as the Purchaser may reasonably require in order to
facilitate the disposition of Registrable Securities owned by the Purchaser.
(iv) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
"Blue Sky" laws of such jurisdictions as shall be reasonably requested by the
Purchaser (provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions), and do such other reasonable acts and things as may be required
of it to enable the Purchaser to consummate the disposition in such jurisdiction
of the securities covered by such registration statement.
(v) Notify the Purchaser immediately of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, and use its best efforts to promptly update and/or correct such
prospectus.
(vi) Furnish to the Purchaser prompt notice of the
commencement of any stop-order proceedings under the Act, together with copies
of all relevant documents in connection therewith, and use its best efforts to
obtain withdrawal of any such stop order as soon as possible.
5
<PAGE>
(vii) Enter into customary agreements and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities.
(viii)Otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC.
(d) Upon request of the Company, the Purchaser will furnish to the
Company in connection with any registration under this Section such information
regarding itself, the Registrable Securities and other securities of the Company
held by it, and the intended method of disposition of such securities as shall
be reasonably required to effect the registration of the Registrable Securities
held by the Purchaser.
(e) (i) In the event of any registration under the Act of
Registrable Securities pursuant to Subsection (b), the Company shall indemnify,
defend and hold harmless the Purchaser and each of its officers, directors,
employees, agents, partners or controlling persons (within the meaning of the
Act) (each, an "indemnified party") from and against, and shall reimburse such
indemnified party with respect to, any and all claims, suits, demands, causes of
action, losses, damages, liabilities, costs or expenses ("Liabilities") to which
such indemnified party may become subject under the Act or otherwise, arising
from or relating to (A) any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, any prospectus contained
therein or any amendment or supplement thereto, or (B) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading; provided, however, that the Company shall not be
liable in any such case to the extent that any such Liability arises out of or
is based upon an untrue statement or omission so made in strict conformity with
information furnished by such indemnified party in writing specifically for use
in the registration statement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Purchaser or
such officer, director, employee, agent, partner or controlling person, and
shall survive the transfer of such securities by the Purchaser.
(ii) In the event of any registration under the Act of
Registrable Securities pursuant to Subsection (b), the Purchaser agrees to
indemnify, defend and hold harmless the Company, and its officers, directors,
employees, agents, partners, or controlling persons (within the meaning of the
Act) (each, an "indemnified party") from and against, and shall reimburse such
indemnified party with respect to, any and all Liabilities to which such
indemnified party may become subject under the Act or otherwise, arising from or
relating to (A) any untrue statement or alleged untrue statement of any material
fact contained in such registration statement, any prospectus contained therein
or any amendment or supplement thereto, or (B) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading; provided, however, that the Purchaser will be liable in
any such case to the extent, and only to the extent, that any such Liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, prospectus
or amendment or supplement
6
<PAGE>
thereto in reliance upon and in conformity with written information furnished by
the Purchaser specifically for use in the preparation thereof. Notwithstanding
the provisions of this Subsection (e)(ii) or Subsection (e)(iv) below, the
Purchaser shall not be required to indemnify any person pursuant to this
Subsection (e) or to contribute pursuant to Subsection (e)(iv) below in an
amount in excess of the amount of the aggregate net proceeds received by such
Purchaser in connection with any such registration under the Securities Act.
(iii) Promptly after receipt by any indemnified party of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against another party (the "indemnifying
party") hereunder, notify such party in writing thereof, but the omission so to
notify such party shall not relieve such party from any Liability which it may
have to the indemnified party other than under this section and shall only
relieve it from any Liability which it may have to the indemnified party under
this section if and to the extent an indemnifying party is materially prejudiced
by such omission. In case any such action shall be brought against any
indemnified party and such indemnified party shall notify an indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party,
and, after notice from the indemnifying party to the indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party
shall not be liable to the indemnified party under this section for any legal
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected; provided, however, that if the defendants in any such
action include both parties and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of one such separate counsel (in addition to any local
counsel) and other reasonable expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
(iv) In order to provide for just and equitable contribution
to joint liability under the Act in any case in which either (A) any indemnified
party specified in paragraph (i) or (ii) above makes a claim for indemnification
pursuant to this Section 5(e), but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be fully enforced in such case notwithstanding the
fact that this Section 5(e) provides for indemnification in such case, or (B)
contribution under the Act may be required on the part of any such indemnified
party in circumstances for which indemnification is provided under this Section
5(e); then, in each such case, each indemnifying party will contribute to the
aggregate losses, claims, damages or liabilities to which such indemnified
parties may be subject as is appropriate to reflect the relative fault of such
indemnified parties on the one hand and such indemnifying parties on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages or
7
<PAGE>
liabilities, it being understood that the parties acknowledge that the
overriding equitable consideration to be given effect in connection with this
provision is the ability of one party or the other to correct the statement or
omission which resulted in such losses, claims, damages or liabilities, and that
it would not be just and equitable if contribution pursuant hereto were to be
determined by pro rata allocation or by any other method of allocation which
does not take into consideration the foregoing equitable considerations.
(f) (i) With respect to the inclusion of Registrable Securities in a
registration statement pursuant to Subsection (b), all fees, costs and expenses
of and incidental to such registration (including any amendments or supplements
to the registration statement), inclusion and public offering shall be borne by
the Company; provided, however, that any security holders participating in such
registration shall bear their pro-rata share of the underwriting discounts and
commissions, if any, incurred by them in connection with such registration.
(ii) The fees, costs and expenses of registration to be borne
by the Company as provided in this Subsection (f) shall include, without
limitation, all registration, filing and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal fees and
disbursements and other expenses of complying with state securities or Blue Sky
laws of any jurisdiction or jurisdictions in which securities to be offered are
to be registered and qualified. Subject to appropriate agreements as to
confidentiality, the Company shall make available to the holders of Registrable
Securities and their counsel its documents and personnel for due diligence
purposes.
(g) The Purchaser may assign any or all of its rights and
obligations under this Section 5 to any other person without the prior written
consent of the Company and such permitted assignee shall be considered a
"Purchaser" hereunder for all purposes.
(h) The Company will not hereafter enter into any agreement with
respect to its securities which is inconsistent with the rights granted to the
holders of Registrable Securities in this Agreement. The Company has not
previously entered into any agreement with respect to any of its securities
granting any registration rights to any person, other than registration rights
granted to, and already exercised by, the holders of the Company's 5%
convertible preferred stock.
(i) Each holder of Registrable Securities, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.
8
<PAGE>
(j) The Company covenants that, if it is not subject to the
reporting requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), it will (a) upon the request of
any holder of Registrable Securities, make publicly available such information
as necessary to permit sales pursuant to Rule 144 under the Securities Act, and
(b) upon the request of any holder of Registrable Securities, make available
such information as may be required by Rule 144A(d)(4) in order to permit sales
pursuant to Rule 144A under the Securities Act. In addition, the Company will
take such further action as any holder of Registrable Securities may reasonably
request, to the extent required to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (x) Rule 144 and Rule 144A under the Securities
Act, as such Rules may be amended from time to time, or (y) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such informational and other
requirements.
6. MISCELLANEOUS.
(a) The terms and conditions of this Agreement represent the entire
agreement between the parties with respect to the subject matter hereof and
supersede any prior agreements or understandings, whether written or oral,
between the parties respecting such subject matter. This Agreement may be
modified only in a writing signed by the party against whom such modification is
to be enforced.
(b) Except as otherwise provided in this Agreement, neither party
may assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other party.
(c) This Agreement shall be construed and enforced in accordance
with the laws of the state of New York applicable to agreements between
residents of New York wholly executed and wholly performed therein.
(d) This Agreement may be executed in one or more counterparts, and
such counterparts shall together constitute one and the same agreement.
9
<PAGE>
IN WITNESSES WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.
TELESCAN, INC.
By: /s/ Roger C. Wadsworth
------------------------------------
Name: Roger C. Wadsworth
Title: Senior Vice President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Tony Pantuso
------------------------------------
Name: Tony Pantuso
Title: Senior Vice President
10
Exhibit 2
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13D filed on or about this date and any amendments thereto with respect
to beneficial ownership by the undersigned of shares of the Common Stock, par
value $0.01 per share, of Telescan, Inc. is being filed on behalf of each of the
undersigned in accordance with Rule 13d-1(k)(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: January 21, 1999
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
-------------------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark Begor
-------------------------------------------
Name: Mark Begor
Title: Executive Vice President
NYFS08...:\60\47660\0249\306\13D1199K.46C
Exhibit 3
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
J. Gordon Smith
Michael E. Praille
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, acknowledgements, 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, 2000.
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 30th day of April,
1998.
General Electric Company
By: /s/ Philip D. Ameen
----------------------------------
Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
- --------------------------------------------
Robert E. Healing, Attesting Secretary
NYFS08...:\60\47660\0249\1708\POA1259L.100
Exhibit 4
POWER OF ATTORNEY
The undersigned, General Electric Capital Services, Inc., a Delaware
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: Michael A. Gaudino
J. Gordon Smith
Michael E. Praille
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 the Corporation,
General Electric Capital Corporation or any of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgements, 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 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, 2000.
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 30th day of April,
1998.
General Electric Capital Services, Inc.
By: /s/ Nancy E. Barton
----------------------------------------
Nancy E. Barton, Senior Vice President
Attest:
/s/ Brian T. McAnaney
- ---------------------------------------------
Brian T. McAnaney, Assistant Secretary
NYFS08...:\60\47660\0249\1708\POA1259L.270
