================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
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. 5)
PAINE WEBBER GROUP INC.
(NAME OF ISSUER)
COMMON STOCK
$1 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
69562910
(CUSIP NUMBER)
ROBERT E. HEALING
GENERAL ELECTRIC COMPANY
3135 EASTON TURNPIKE
FAIRFIELD, CONNECTICUT 06431
(203) 373-2243
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
SEPTEMBER 28, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF
THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS STATEMENT BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE
FOLLOWING BOX [ ].
<PAGE>
13D
CUSIP NO. 69562910 PAGE 1 of 18 Pages
-------- - --
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY
IRS NO. 14-0089340
------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
------------------------------------
3. SEC USE ONLY
------------------------------------
4. S0URCE OF FUNDS
Not applicable
------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
------------------------------------
7. SOLE VOTING POWER
0
------------------------
8. SHARED VOTING POWER
NUMBER OF SHARES 31,523,600 (See Item 5)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
------------------------
10. SHARED DISPOSITIVE POWER
31,523,600 (See Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,523,600 (See Item 5)
------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (See Item 5)
------------------------------------
14. TYPE OF REPORTING PERSON
CO
<PAGE>
13D
CUSIP NO. 69562910 PAGE 2 of 18 Pages
-------- - --
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL SERVICES, INC.
IRS NO. 06-1109503
------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
------------------------------------
3. SEC USE ONLY
------------------------------------
4. S0URCE OF FUNDS
Not applicable
------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------
7. SOLE VOTING POWER
0
------------------------
8. SHARED VOTING POWER
NUMBER OF SHARES 31,523,600 (See Item 5)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
------------------------
10. SHARED DISPOSITIVE POWER
31,523,600 (See Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,523,600 (See Item 5)
------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (See Item 5)
------------------------------------
14. TYPE OF REPORTING PERSON
CO
2
<PAGE>
13D
CUSIP NO. 69562910 PAGE 3 of 18 Pages
-------- - --
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GECS HOLDINGS, INC.
IRS NO. 06-1494109
------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
------------------------------------
3. SEC USE ONLY
------------------------------------
4. S0URCE OF FUNDS
Not applicable
------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------
7. SOLE VOTING POWER
0
------------------------
8. SHARED VOTING POWER
NUMBER OF SHARES 23,250,000 (See Item 5)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
------------------------
10. SHARED DISPOSITIVE POWER
23,250,000 (See Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,250,000 (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)
15.7% (See Item 5)
------------------------------------
14. TYPE OF REPORTING PERSON
CO
3
<PAGE>
13D
CUSIP NO. 69562910 PAGE 4 of 18 Pages
-------- - --
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL CORPORATION
IRS NO. 13-1500700
------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) [ ]
(b) [ ]
------------------------------------
3. SEC USE ONLY
------------------------------------
4. S0URCE OF FUNDS
Not applicable
------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
------------------------------------
7. SOLE VOTING POWER
0
------------------------
8. SHARED VOTING POWER
NUMBER OF SHARES 8,273,600 (See Item 5)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
------------------------
10. SHARED DISPOSITIVE POWER
8,273,600 (See Item 5)
------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,273,600 (See Item 5)
------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (See Item 5)
------------------------------------
14. TYPE OF REPORTING PERSON
CO
4
<PAGE>
This amendment amends and supplements a statement on Schedule
13D relating to the common stock, $1 par value per share (the "Common Stock"),
of Paine Webber Group Inc., a Delaware corporation (the "Company"), filed with
the Securities and Exchange Commission on November 14, 1994 (the "Initial
Schedule 13D"), and amended and supplemented by Amendment No. 1 filed on
December 21, 1994, Amendment No. 2 filed on August 8, 1997, Amendment No. 3
filed on August 20, 1997 and Amendment No. 4 filed on December 5, 1997 (together
with the Initial Schedule 13D, the "Schedule 13D").
Certain capitalized terms used in this statement but not
otherwise defined herein have the meanings given to them in the Schedule 13D.
This statement is being filed on behalf of General Electric Company, a New York
corporation ("GE"), General Electric Capital Services, Inc., a Delaware
corporation ("GECS"), GECS Holdings, Inc., a Delaware corporation ("GECS
Holdings"), and General Electric Capital Corporation, a New York corporation
("GECC").
Item 2. Identity and Background.
-----------------------
Schedule A of the Schedule 13D is hereby amended and restated
by Schedule A attached hereto.
GECS Holdings is a wholly-owned subsidiary of GECS formed for
the purpose of holding the shares of Common Stock previously directly owned by
GECS.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the Schedule 13D is amended and restated in its
entirety to read as follows:
(a) GECC directly owns 8,273,600 shares of Common Stock,
representing approximately 5.6% of the outstanding Common Stock of the Company.1
GECS Holdings directly owns 23,250,000 shares of Common Stock,
representing approximately 15.7% of the outstanding Common Stock of the
Company.
GECS is the direct parent corporation of GECS Holdings and
GECC, and, for the purpose of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), GECS indirectly
beneficially owns 31,523,600 shares of Common Stock (23,250,000 shares of Common
Stock currently directly owned by GECS Holdings, and 8,273,600 shares of Common
Stock directly owned by GECC), representing approximately 21.2% of the
outstanding Common Stock of the Company.
----------
1 Based on the information included in the Company's Proxy Statement dated
September 21, 2000, the Company had outstanding 148,547,199 shares of Common
Stock as of September 14, 2000. All percentages in this Amendment No. 5 have
been determined based on this number of outstanding shares of Common Stock.
5
<PAGE>
GE is the direct parent corporation of GECS, and, for the
purpose of Rule 13d-3 promulgated under the Exchange Act, GE indirectly
beneficially owns 31,523,600 shares of Common Stock, representing approximately
21.33% of the outstanding Common Stock of the Company.
Except as set forth in this Item 5(a), none of GE, GECS, GECS
Holdings or GECC or, to the best of their knowledge, any of the persons listed
in Schedule A beneficially owns any Common Stock.
(b) Subject to the terms of the Amended and Restated
Stockholders Agreement, GECS, as the parent corporation of GECS Holdings and
GECC, and GE, as the parent corporation of GECS, have indirect shared power to
vote and dispose of 31,523,600 shares of Common Stock.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
------------------------------------------------------------------------
Securities of the Issuer.
------------------------
In connection with the Agreement and Plan of Merger dated July
12, 2000 ("Merger Agreement") between UBS AG ("UBS") and the Company, GE, GECS
and GECC agreed to vote the Common Stock which they hold in favor of the
proposed acquisition of the Company by UBS, pursuant to a Stockholder Voting
Agreement of the same date (the "Voting Agreement"). If the merger is
consummated in accordance with the Merger Agreement, it is anticipated that GECS
and GECC will receive shares of UBS. On September 28, 2000, GECS Holdings
entered into a forward contract to sell 5.5 million shares of UBS to Morgan
Stanley & Co. International Limited on December 15, 2000 (subject to mutually
acceptable extension), at a fixed price reflecting a block discount from the
then-current market price. The sale is not conditioned on the merger being
consummated and is consistent with GE's practices for managing non-strategic
investments. The UBS shares are being sold in a transaction exempt from the
registration requirements of the Securities Act of 1933 by virtue of Regulation
S thereunder.
The Voting Agreement provides, among other things, that the
undersigned will vote their shares of Common Stock in favor of the merger
contemplated by the Merger Agreement at any meeting of stockholders of the
Company and in any action by consent, and will not sell or otherwise dispose of
any shares of Common Stock, grant any proxies with respect to such shares or
solicit or encourage any acquisition proposal with respect to the Company. The
Voting Agreement is attached as Exhibit 1 to this Amendment and is incorporated
herein by reference.
6
<PAGE>
The Amended and Restated Stockholders Agreement was amended on
July 12, 2000 (the "Stockholder Amendment") in order to permit the Reporting
Persons to enter into the Voting Agreement. The Stockholder Amendment is
attached as Exhibit 2 to this Amendment and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Stockholder Voting Agreement dated as of July 12,
2000 among GE, GECS Holdings, Inc., GECS and GECC,
and UBS.
2. Amendment dated July 12, 2000, to the Amended and
Restated Stockholders Agreement dated August 6, 1997,
between the Company and GE, Kidder Peabody Group
Inc., a Delaware corporation, GECS, GECC, and joined
in by GECS Holdings on September 8, 1997.
3. Power of attorney (previously filed with the
Commission as Exhibit 99(d) to Schedule 13D filed by
General Electric Company on December 3, 1999 and
incorporated herein by reference).
7
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: September 29, 2000
GENERAL ELECTRIC COMPANY
By: /s/ROBERT E. HEALING
-----------------------------------------
Name: Robert E. Healing
Title: Attorney-in-Fact
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ JEFFREY S. WERNER
-----------------------------------------
Name: Jeffrey S. Werner
Title: Senior Vice President
Corporate Treasury and Global Funding
Operation
GECS HOLDINGS, INC.
By: /s/ JEFFREY S. WERNER
-----------------------------------------
Name: Jeffrey S. Werner
Title: Senior Vice President and Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ JEFFREY S. WERNER
-----------------------------------------
Name: Jeffrey S. Werner
Title: Senior Vice President
Corporate Treasury and Global Funding
Operation
8
<PAGE>
SCHEDULE A
----------
GENERAL ELECTRIC COMPANY
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Executive Vice President,
555 South Broadway Kraft Foods, Inc.
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and 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
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
<PAGE>
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; President
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship
-----------
P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
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 Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
F.S. Blake General Electric Company Senior Vice President - Corporate
3135 Easton Turnpike Business Development
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
Scott C. Donnelly General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
Matthew J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
L. R. Johnston General Electric Company Senior Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
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 -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
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 -
1 River Road GE Power Systems
Schenectady, NY 12345
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 - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; President
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship of All Executive Officers
-------------------------------------
U.S.A.
</TABLE>
<PAGE>
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
BUSINESS TITLES AND ADDRESSES
<TABLE>
<CAPTION>
<S> <C>
Nancy E. Barton W. James McNerney, Jr.
Senior Vice President, General Counsel President and Chief Executive Officer
and Secretary GE Aircraft Engines
GE Capital Services, Inc. One Neumann Way
260 Long Ridge Road Cincinnati, OH 45215-6301
Stamford, CT 06927 Citizenship: USA
Citizenship: USA
James R. Bunt John H. Myers
Vice President and Treasurer Chairman and President
GE Company GE Investment Corporation
3135 Easton Turnpike 3003 Summer Street
Fairfield, CT 06431 Stamford, CT 06904
Citizenship: USA Citizenship: USA
David L. Calhoun Robert L. Nardelli
Executive Vice President and President and Chief Executive Officer
Chief Operating Officer GE Power Systems
GE Aircraft Engines One River Road
One Neumann Way Schenectady, NY 12345
Cincinnati, OH 45215-6301 Citizenship: USA
Citizenship: USA
Dennis D. Dammerman Denis J. Nayden
Chairman, GE Capital Services, Inc., and President
Vice Chairman and Executive Officer, GE Capital Services, Inc.
GE Company 260 Long Ridge Road
3135 Easton Turnpike Stamford, CT 06927
Fairfield, CT 06431 Citizenship: USA
Citizenship: USA
Michael D. Fraizer Michael A. Neal
Exec. Vice President, GE Capital Services, Inc., and Executive Vice President
President and Chief Executive Officer GE Capital Services, Inc.
GE Financial Assurance 260 Long Ridge Road
Taylor Building Stamford, CT 06927
6604 West Broad Street Citizenship: USA
Richmond, VA 23230
Citizenship: USA
Benjamin W. Heineman, Jr. James A. Parke
Senior Vice President, Executive Vice President and
General Counsel and Secretary Chief Financial Officer
GE Company GE Capital Services, Inc.
3135 Easton Turnpike 260 Long Ridge Road
Fairfield, CT 06431 Stamford, CT 06927
Citizenship: USA Citizenship: USA
Jeffrey R. Immelt Ronald R. Pressman
President and Chief Executive Officer Exec. Vice President, GE Capital Services, Inc., and
GE Medical Systems Chairman, President and Chief Executive Officer
3000 N. Grandview Blvd. Employers Reinsurance Corporation
Waukesha, WI 53188 5200 Metcalf
Citizenship: USA Overland Park, KS 66201
Citizenship: USA
<PAGE>
Gary M. Reiner
Senior Vice President and EXECUTIVE OFFICERS WHO
Chief Information Officer ARE NOT ALSO DIRECTORS
General Electric Company ----------------------
3135 Easton Turnpike
Fairfield, CT 06431 James A. Colica
Citizenship: USA Senior Vice President, Global Risk
Management
John M. Samuels GE Capital Services, Inc.
Vice President and Senior Counsel, 260 Long Ridge Road
Corporate Taxes Stamford, CT 06927
GE Company Citizenship: USA
3135 Easton Turnpike
Fairfield, CT 06431 Richard D'Avino
Citizenship: USA Senior Vice President, Taxes
GE Capital Services, Inc.
Keith S. Sherin 260 Long Ridge Road
Senior Vice President, Finance, Stamford, CT 06927
and Chief Financial Officer Citizenship: USA
GE Company
3135 Easton Turnpike Marc J. Saperstein
Fairfield, CT 06431 Senior Vice President, Human Resources
Citizenship: USA GE Capital Services, Inc.
260 Long Ridge Road
Edward D. Stewart Stamford, CT 06927
Executive Vice President Citizenship: USA
GE Capital Services, Inc.
1600 Summer Street Jeffrey S. Werner
Stamford, CT 06927 Senior Vice President, Corporate Treasury
Citizenship: USA and Global Funding Operation
GE Capital Services, Inc.
John F. Welch, Jr. 260 Long Ridge Road
Chairman and Chief Executive Officer Stamford, CT 06927
GE Company Citizenship: USA
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: USA
William A. Woodburn
Executive Vice President
GE Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: USA
</TABLE>
<PAGE>
GECS HOLDINGS, INC.
DIRECTORS AND EXECUTIVE OFFICERS
BUSINESS TITLES AND ADDRESSES
<TABLE>
<CAPTION>
<S> <C>
James A. Parke Joan C. Amble
Executive Vice President and Vice President And Controller
Chief Financial Officer GE Capital Corporation
GE Capital Corporation 260 Long Ridge Road
260 Long Ridge Road Stamford, CT 06927
Stamford, CT 06927 Citizenship: USA
Citizenship: USA
Jeffrey S. Werner Executive Officers Who
Senior Vice President, Corporate Treasury Are Not Also Directors
And Global Funding Operation -------------------------------------
GE Capital Corporation
260 Long Ridge Road Nancy E. Barton
Stamford, CT 06927 Senior Vice President, General Counsel
Citizenship: USA And Secretary
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: USA
</TABLE>
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
BUSINESS TITLES AND ADDRESSES
<TABLE>
<CAPTION>
<S> <C>
Nancy E. Barton W. James McNerney, Jr.
Senior Vice President, General Counsel President and Chief Executive Officer
and Secretary GE Aircraft Engines
GE Capital Corporation One Neumann Way
260 Long Ridge Road Cincinnati, OH 45215-6301
Stamford, CT 06927 Citizenship: USA
Citizenship: USA
James R. Bunt John H. Myers
Vice President and Treasurer Chairman and President
GE Company GE Investment Corporation
3135 Easton Turnpike 3003 Summer Street
Fairfield, CT 06431 Stamford, CT 06904
Citizenship: USA Citizenship: USA
David L. Calhoun Robert L. Nardelli
Executive Vice President and President and Chief Executive Officer
Chief Operating Officer GE Power Systems
GE Aircraft Engines One River Road
One Neumann Way Schenectady, NY 12345
Cincinnati, OH 45215-6301 Citizenship: USA
Citizenship: USA
Dennis D. Dammerman Denis J. Nayden
Chairman, GE Capital Services, Inc., and Chairman and Chief Executive Officer
Vice Chairman and Executive Officer, GE Capital Corporation
GE Company 260 Long Ridge Road
3135 Easton Turnpike Stamford, CT 06927
Fairfield, CT 06431 Citizenship: USA
Citizenship: USA
Michael D. Fraizer Michael A. Neal
President and Chief Executive Officer President and Chief Operating Officer
GE Financial Assurance GE Capital Corporation
Taylor Building 260 Long Ridge Road
6604 West Broad Street Stamford, CT 06927
Richmond, VA 23230 Citizenship: USA
Citizenship: USA
Benjamin W. Heineman, Jr. James A. Parke
Senior Vice President, Vice Chairman and
General Counsel and Secretary Chief Financial Officer
GE Company GE Capital Corporation
3135 Easton Turnpike 260 Long Ridge Road
Fairfield, CT 06431 Stamford, CT 06927
Citizenship: USA Citizenship: USA
Jeffrey R. Immelt Ronald R. Pressman
President and Chief Executive Officer Chairman, President and Chief Executive Officer
GE Medical Systems Employers Reinsurance Corporation
3000 N. Grandview Blvd. 5200 Metcalf
Waukesha, WI 53188 Overland Park, KS 66201
Citizenship: USA Citizenship: USA
<PAGE>
Gary M. Reiner EXECUTIVE OFFICERS WHO
Senior Vice President and ARE NOT ALSO DIRECTORS
Chief Information Officer ----------------------
General Electric Company
3135 Easton Turnpike James A. Colica
Fairfield, CT 06431 Senior Vice President, Global Risk
Citizenship: USA Management
GE Capital Corporation
John M. Samuels 260 Long Ridge Road
Vice President and Senior Counsel, Stamford, CT 06927
Corporate Taxes Citizenship: USA
GE Company
3135 Easton Turnpike Richard D'Avino
Fairfield, CT 06431 Senior Vice President, Taxes
Citizenship: USA GE Capital Corporation
260 Long Ridge Road
Keith S. Sherin Stamford, CT 06927
Senior Vice President, Finance, Citizenship: USA
and Chief Financial Officer
GE Company Robert L. Lewis
3135 Easton Turnpike Senior Vice President, Structured
Fairfield, CT 06431 Finance Group
Citizenship: USA GE Capital Corporation
260 Long Ridge Road
Edward D. Stewart Stamford, CT 06927
Executive Vice President Citizenship: USA
GE Capital Corporation
1600 Summer Street Marc J. Saperstein
Stamford, CT 06927 Senior Vice President, Human Resources
Citizenship: USA GE Capital Corporation
260 Long Ridge Road
John F. Welch, Jr. Stamford, CT 06927
Chairman and Chief Executive Officer Citizenship: USA
GE Company
3135 Easton Turnpike Jeffrey S. Werner
Fairfield, CT 06431 Senior Vice President, Corporate Treasury
Citizenship: USA and Global Funding Operation
GE Capital Corporation
260 Long Ridge Road
William A. Woodburn Stamford, CT 06927
Executive Vice President Citizenship: USA
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: USA
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