UNITED STATES

 

 

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.  8)(1)

Aftermarket Technology Corp.

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

008318 10 7

(CUSIP Number)

 

Joseph Salamunovich, Aftermarket Technology Corp.,
1400 Opus Place, Suite 600, Downers Grove, Illinois 60515, (630) 271-8100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 3, 2004

(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 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 


(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   008318107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aurora Equity Partners L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,057,304

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
5,057,304

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
5,057,304

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aurora Overseas Equity Partners I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
807,383

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
807,383

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
807,383

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
3.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aurora Capital Partners L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,057,304

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
5,057,304

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
5,057,304

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aurora Overseas Capital Partners L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
807,383

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
807,383

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
807,383

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
3.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aurora Advisors, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,057,304

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
5,057,304

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
5,057,304

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aurora Overseas Advisors, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
807,383

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
807,383

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
807,383

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
3.8%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Richard R. Crowell

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
5,864,687

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
5,864,687

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
5,864,687

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
27.6%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gerald L. Parsky

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
15,000

 

8.

Shared Voting Power 
5,864,687

 

9.

Sole Dispositive Power 
15,000

 

10.

Shared Dispositive Power 
5,864,687

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
5,879,687

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
27.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

9



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Richard K. Roeder

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
5,864,687

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
5,864,687

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
5,864,687

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
27.6%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

10



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trustees of General Electric Pension Trust
I.R.S. #14-6015763

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
1,306,095

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
1,306,095

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,306,095

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
6.1%

 

 

14.

Type of Reporting Person (See Instructions)
EP

 

11



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GE Asset Management Incorporated, as Investment Manager to GEPT (as defined below)
I.R.S. #06-1238874

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
1,306,095

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
1,306,095

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,306,095

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11) 
6.1%

 

 

14.

Type of Reporting Person (See Instructions)
IA, CO

 

12



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
General Electric Company
I.R.S. #14-0689340

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Disclaimed (See 11 below)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Disclaimed (See 11 below)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Beneficial ownership of all shares disclaimed by General Electric Company

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ý
Disclaimed (See 11 above)

 

 

13.

Percent of Class Represented by Amount in Row (11) 
N/A

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

13



 

Item 1.

Security and Issuer

 

This statement relates to the Common Stock, $.01 par value (the “Common Stock”), of Aftermarket Technology Corp., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 1400 Opus Place, Suite 600, Downers Grove, IL 60515.

 

 

Item 2.

Identity and Background

 

This Schedule 13D is being filed by:

 

1)              Aurora Equity Partners L.P. (“AEP”), is a Delaware limited partnership which principal business is that of a private investment partnership located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  The general partner of AEP is ACP (defined below), whose general partner is AAI (defined below).

 

2)              Aurora Capital Partners L.P. (“ACP”), is a Delaware limited partnership which principal business is that of general partner of AEP located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  The general partner of ACP is AAI.  The limited partners of ACP are Messrs. Richard R. Crowell (“Crowell”), Gerald L. Parsky (“Parsky”), and Richard K. Roeder (“Roeder”).

 

3)              Aurora Advisors, Inc. (“AAI”), is a Delaware corporation which principal business is that of general partner of ACP located at its principal business and office address of 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Crowell, Parsky and Roeder are the sole stockholders and directors of AAI.  For information with respect to the identity and principal occupation of each executive officer of AAI, see Schedule A attached hereto and incorporated by reference herein.

 

4)              Aurora Overseas Equity Partners I, L.P. (“AOEP”), is a Cayman Islands exempted limited partnership which principal business is that of a private investment partnership located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I.  AEP and AOEP are hereinafter referred to as the “Aurora Partnerships.”  The general partner of AOEP is AOCP (defined below), whose general partner is AOAL (defined below).

 

5)              Aurora Overseas Capital Partners L.P. (“AOCP”), is a Cayman Islands exempted limited partnership which principal business is that of general partner of AOEP located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I.  The general partner of AOCP is AOAL.  The limited partners of AOCP are Crowell, Parsky and Roeder.

 

6)                Aurora Overseas Advisors, Ltd. (“AOAL”), is a Cayman Islands exempted company which principal business is that of general partner of AOCP located at its principal business and office address of West Wind Building, P.O. Box 1111, Georgetown, Grand Cayman, Cayman Islands, B.W.I.  Crowell, Parsky and Roeder are the sole stockholders and directors of AOAL.  AOAL has no executive officers.

 

14



 

 

7)              Richard R. Crowell (“Crowell”), is a United States citizen whose primary occupation is as a managing director of the investment firm Aurora Capital Group (“ACG”) located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Crowell, as stockholder and director of AAI and AOAL and as limited partner of ACP and AOCP, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by AEP and AOEP.

 

8)              Gerald L. Parsky (“Parsky”), is a United States citizen whose primary occupation is as a managing director of the investment firm ACG located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Parsky, as stockholder and director of AAI and AOAL and as limited partner of ACP and AOCP, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by AEP and AOEP.

 

9)              Richard K. Roeder (“Roeder”), is a United States citizen whose primary occupation is as a managing director of the investment firm ACG located at its principal business and office address of Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, CA 90024.  Roeder, as stockholder and director of AAI and AOAL and as limited partner of ACP and AOCP, may be deemed to beneficially share ownership of the Common Stock of the Issuer beneficially owned by AEP and AOEP.

 

10)        Trustees of General Electric Pension Trust (“GEPT”), a New York common law trust which principal business is as a pension trust organized for the benefit of certain employees of General Electric Company located at its principal business and office address c/o GE Asset Management Incorporated, 3001 Summer Street, Stamford, CT 06905, Attn:  Michael Pastore, Esq.  With limited exceptions, GEPT previously irrevocably agreed to vote all shares held by it in such manner as the Aurora Partnerships shall determine, to such extent as its fiduciary duties under the Employee Retirement Income Security Act of 1974 shall allow.  This provision terminated on July 31, 2004.  GEPT’s investment manager is GEAM (defined below).  See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each trustee of GEPT.

 

11)        GE Asset Management Incorporated (“GEAM”), is a Delaware corporation and a wholly owned subsidiary of General Electric Company which principal business is a registered investment advisor located at its principal business and office address of 3001 Summer Street, Stamford, CT 06905, Attn:  Michael Pastore, Esq.  GEAM acts as investment manager to GEPT and thus shares in GEPT’s voting and dispositive power.  See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each executive officer and director of GEAM.

 

12)          General Electric Company (“GE”), is a New York corporation which principal business is a diversified manufacturing and financial corporation located at its principal business and office address of 3135 Easton Turnpike, Fairfield, CT 06431.  GEAM is a wholly owned subsidiary of GE and GE reports whenever GEAM reports, although it disclaims beneficial ownership of any and all shares held by GEPT.  GEPT, GEAM and GE are hereinafter referred to as the “GE Entities.”  See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each executive officer and director of GE.

 

15



 

Each of the above individuals and entities enumerated in items 1-12 are collectively referred to herein as the “Reporting Persons.”  Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Persons.

 

During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules A or B has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a 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.

 

All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedules A and B are United States citizens, except that Claudio X. Gonzalez, Director of GE, is a citizen of Mexico, Andrea Jung, Director of GE, is a citizen of Canada, Yoshiaki Fujimori, officer of GE, is a citizen of Japan, Ferdinando Beccalli, officer of GE, is a citizen of Italy, Sir William Castell, officer and Director of GE, is a citizen of the United Kingdom and Shane Fitzsimons, officer of GE, is a citizen of Ireland.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

None of the Reporting Persons is making any purchase or other acquisition of the Common Stock at this time.  None of the Reporting Persons has purchased or otherwise acquired any Common Stock not previously reported.

 

 

Item 4.

Purpose of Transaction

The Reporting Persons may decide to increase or decrease their investment in the Issuer by acquiring or disposing of shares of Common Stock depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors.

 

AEP, AOEP and GEPT sold 352,635, 56,295 and 91,070 shares, respectively, in a private transaction on December 3, 2004 at $18.10 per share, and intend to sell an additional 5,057,304, 807,383 and 1,306,095 shares, respectively, from time to time depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors.  Mr. Parsky also intends to sell 15,000 shares from time to time depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors.

 

Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans).

 

 

Item 5.

Interest in Securities of the Issuer

(a) and (b)

 

16



 

As of December 3, 2004, AEP, ACP and AAI may be deemed to beneficially own 5,057,304 shares of Common Stock, representing approximately 23.8% of the total outstanding shares of Common Stock (based on 21,263,381 shares of the Issuer’s Common Stock outstanding).  AEP, ACP and AAI have sole voting and dispositive power with respect to 5,057,304 shares of Common Stock and do not have shared voting power or dispositive power with respect to any shares of Common Stock.

 

As of the same date, AOEP, AOCP and AOAL may be deemed to beneficially own 807,383 shares of Common Stock, representing approximately 3.8% of the total outstanding shares of Common Stock.  AOEP, AOCP and AOAL have sole voting and dispositive power with respect to 807,383 shares of Common Stock and do not have shared voting power or dispositive power with respect to any shares of Common Stock.

 

As of the same date, Messrs. Crowell, Parsky and Roeder may be deemed to each beneficially own 5,864,687, 5,879,687 and 5,864,687 shares of Common Stock, representing approximately 27.6%, 27.7% and 27.6% of the total outstanding shares of Common Stock, respectively.  Messrs. Crowell, Parsky and Roeder have shared voting power and shared dispositive power with respect to 5,864,687 shares of Common Stock, and sole voting power and sole dispositive power with respect to 0, 15,000 and 0 shares of Common Stock, respectively.  Of the 5,864,687 shares for which Crowell, Parsky and Roeder have shared voting and dispositive power, 5,057,304 shares are owned by AEP and 807,383 shares are owned by AOEP.

 

As of the same date, GEPT and GEAM may be deemed to beneficially own 1,306,095 shares of Common Stock, representing approximately 6.1% of the total outstanding shares of Common Stock.  GEPT and GEAM have shared voting and dispositive power with respect to 1,306,095 shares of Common Stock.  GE disclaims beneficial ownership of any and all shares held by GEPT.

 

(c)

 

Mr. Crowell sold 9,148 shares in the open market on October 12, 2004, at $13.243 per share.  AEP, AOEP and GEPT sold 352,635, 56,295 and 91,070 shares, respectively, in a private transaction on December 3, 2004 at $18.10 per share.

 

No transactions were made by any other Reporting Person with respect to the Common Stock in the last 60 days.

 

(d)                                      The right to receive distributions and proceeds from the sale of the 5,057,304 and 807,383 shares of Common Stock held of record by AEP and AOEP, respectively, is governed by their respective limited partnership agreements, and such distributions or proceeds may be made with respect to the general and limited partnership interests in AEP and AOEP.

 

(e)  Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Stockholders Agreement.  AEP, AOEP, GEPT and Messrs. Crowell, Parsky and Roeder are parties to that certain Stockholders Agreement, dated August 2, 1994, among Aftermarket Technology Holdings Corp. (the predecessor-in-interest to the Issuer), and certain of its stockholders, optionholders and warrant holders (as amended to date, the “Stockholders Agreement”).

 

The Stockholders Agreement provides that if, after the Aurora Partnerships distribute their shares of Common Stock to their limited partners, any such limited partner holds

 

17



 

10% or more of the outstanding Common Stock, such limited partner (the “Demand Holder”) will have the right to require the Issuer to use its best efforts to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the Demand Holder’s shares in an underwritten offering.  If following such offering the Demand Holder still holds 10% or more of the outstanding Common Stock, the Demand Holder will have one additional “demand” registration right. 

 

The Issuer will bear all expenses incident to any registration effected pursuant to the Stockholders Agreement, including the fees and expenses of a single counsel retained by the selling stockholders; however, each selling stockholder will be responsible for the underwriting discounts and commissions and transfer taxes in connection with shares sold by such stockholder.  Each selling stockholder and the underwriters through whom shares are sold on behalf of a selling stockholder will be entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act.

 

In connection with a December 1996 private placement to GEPT, the Issuer granted a “demand” registration right to GEPT.  Such registration right covers the 955,794 shares issued in the private placement as well as 300,000 shares of Common Stock owned by GEPT prior to the private placement.  Pursuant to this registration right, GEPT may, subject to certain limitations, require the Issuer to use its best efforts to file a registration statement under the Securities Act covering the resale of such shares of Common Stock.  In addition, GEPT was granted a “piggyback” registration right to include such shares on a pro rata basis in any registration effected for the account of any person exercising a contractual “demand” registration right granted by the Issuer in the future.  All fees, costs and expenses of such registration (other than underwriting discounts and commissions) will be borne by the Issuer.  GEPT and any underwriters through whom shares are sold on behalf of GEPT will be entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act.  GEPT’s registration rights have been exercisable since December 20, 1999.

 

The foregoing summary of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is included as an exhibit hereto and incorporated herein by reference.

 

Management Services Agreement.  The Issuer also pays to ACP a base annual management fee, currently set at approximately $330,000, for advisory and consulting services pursuant to a written management services agreement (the “Management Services Agreement”).  ACP is also entitled to reimbursements from the Issuer for all of its reasonable out-of-pocket costs and expenses incurred in connection with the performance of its obligations under the Management Services Agreement.  The base annual management fee is subject to increase, at the discretion of the disinterested members of the Issuer’s Board of Directors, by up to an aggregate of $250,000 in the event the Issuer consummates one or more significant corporate transactions.  The base annual management fee has not been increased as a result of any of the Issuer’s acquisitions.  The base annual management fee is also subject to increase for specified cost of living increases although no such adjustment has been made in the last three years.  If the Issuer’s EBITDA in any year exceeds management’s budgeted EBITDA by 15.0% or more for that year, ACP will be entitled to receive an additional management fee equal to one half of its base annual management fee for such year.  Because the Issuer’s EBITDA did not exceed management’s budgeted EBITDA by 15.0% in 2003, ACP did not receive this additional management fee in 2003.  In the event the Issuer consummates any significant acquisitions or dispositions, ACP will be entitled to receive a closing fee from the Issuer equal to 2.0% of the first $75.0 million of the acquisition consideration (including debt assumed and current assets retained) and 1.0% of acquisition consideration (including debt assumed and current assets retained) in excess of $75.0 million.

 

18



 

Notwithstanding the foregoing, no payment will be made to ACP pursuant to the Management Services Agreement at any time that certain events of default shall have occurred and be then continuing under the Issuer’s bank credit facility.  The Management Services Agreement also provides that the Issuer shall provide ACP and its directors, employees, partners and affiliates with customary indemnification against all actions not involving gross negligence or willful misconduct.

 

The base annual management fee payable to ACP will be reduced as the collective beneficial ownership of Common Stock by the Aurora Partnerships declines below 50% as follows:  for any period during which the collective beneficial ownership of the Aurora Partnerships is less than 50% but at least 40%, the base annual management fee payable for the period will be 80% of the original base annual management fee (as such original base annual management fee may previously have been adjusted due to discretionary increases by the Board of Directors or cost of living increases as described above, the “Original Fee”); for any period during which the Aurora Partnerships’ collective beneficial ownership is less than 40% but at least 30%, the base annual management fee payable for the period will be 60% of the Original Fee; and for any period during which the collective beneficial ownership of the Aurora Partnerships is less than 30% but at least 20%, the base annual management fee payable for the period will be 40% of the Original Fee.  At the beginning of 2002 the annual management fee was $550,000 but was reduced to $330,000 in September 2002 when the Aurora Partnerships’ collective beneficial ownership declined from approximately 66% to approximately 40% upon the completion of a secondary public offering in which the partnerships, GEPT and holders of shares subject to the Aurora Proxy sold an aggregate of 3.94 million shares.  If the Aurora Partnerships’ collective beneficial ownership declines below 20%, the Management Services Agreement will terminate.  Effective May 1, 1998, the Management Services Agreement was assigned by ACP to Aurora Management Partners LLC, a Delaware limited liability company.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1          Stockholders Agreement, dated as of August 2, 1994, among Aftermarket Technology Holdings Corp. (the predecessor-in-interest to the Issuer), and certain of its stockholders, optionholders and warrant holders (the Stockholders Agreement) (previously filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-4 filed on November 30, 1994, Commission File No. 33-86838, and incorporated herein by this reference)

 

Exhibit 2          Amendment No. 1 to the Stockholders Agreement, dated as of June 24, 1996 (previously filed as Exhibit 10.38 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 filed on November 6, 1996, Commission File No. 333-5597, and incorporated herein by this reference)

 

Exhibit 3          Amendment No. 2 to the Stockholders Agreement, dated as of October 24, 1996 (previously filed as Exhibit 10.39 to Amendment No.  2 to the Issuer’s Registration Statement on Form S-1 filed on November 6, 1996, Commission File No. 333-5597, and incorporated herein by this reference)

 

Exhibit 4          Amendment No. 3 to Stockholders Agreement, dated as of December 4, 1996 (previously filed as Exhibit 10.4 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference)

 

Exhibit 5          Amendment No. 4 to Stockholders Agreement, dated as of December 16, 1996 (previously filed as Exhibit 10.5 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference)

 

19



 

 

Exhibit 6          Amended and Restated Management Services Agreement, dated as of November 18, 1996, by and among the Issuer, the Issuer’s subsidiaries, and Aurora Capital Partners L.P. (previously filed as Exhibit 10.4 to Amendment No. 4 to the Issuer’s Registration Statement on Form S-1 filed on October 25, 1996, Commission File No. 333-5597, and incorporated herein by this reference)

 

Exhibit 7          Joint Filing Agreement by and among AEP, AOEP, ACP, AOCP, AAI, AOAL, Crowell, Parsky, Roeder, GEPT, GEAM and GE, dated September 20, 1999 (previously filed as Exhibit 7 to Amendment No. 2 to the Issuer’s Schedule 13D filed September 20, 1999, and incorporated herein by this reference)

 

20



SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

AURORA EQUITY PARTNERS L.P.

 

 

 

By:

Aurora Capital Partners L.P.,

 

 

its general partner

 

 

 

 

By:

Aurora Advisors, Inc.,

 

 

 its general partner

 

 

 

 

By:

 

/s/ Richard K. Roeder

 

December 8, 2004

           Richard K. Roeder, Vice President

 

 

 

 

 

AURORA OVERSEAS EQUITY
PARTNERS I, L.P.

 

 

 

By:

Aurora Overseas Capital Partners L.P.,

 

 

its general partner

 

 

 

 

By:

Aurora Overseas Advisors, Ltd.,

 

 

its general partner

 

 

 

 

 

By:

/s/ Richard K. Roeder

 

December 8, 2004

 

  Richard K. Roeder, Director

 

 

 

 

 

 

 

AURORA CAPITAL PARTNERS L.P.

 

 

 

 

By:

Aurora Advisors, Inc.,

 

 

its general partner

 

 

 

December 8, 2004

 

By:

 /s/ Richard K. Roeder

 

 

Richard K. Roeder, Vice President

 

 

21



 

AURORA OVERSEAS CAPITAL
PARTNERS L.P.

 

 

 

By:

Aurora Overseas Advisors, Ltd.,

 

 

 

 its general partner

 

 

 

 

 

By:

/s/ Richard K. Roeder

 

December 8, 2004

 

    Richard K. Roeder, Director

 

 

 

 

 

 

 

AURORA ADVISORS, INC.

 

 

 

 

 

December 8, 2004

 

By:

  /s/ Richard K. Roeder

 

 

Richard K. Roeder, Vice President

 

 

 

 

 

 

AURORA OVERSEAS ADVISORS, LTD.

 

 

 

 

 

By:

/s/ Richard K. Roeder

 

December 8, 2004

 

  Richard K. Roeder, Director

 

 

 

 

 

 

 

 

/s/ Richard R. Crowell

 

December 8, 2004

 

  RICHARD R. CROWELL

 

 

 

 

 

 

 

 

/s/ Richard K. Roeder

 

December 8, 2004

  RICHARD K. ROEDER

 

 

 

 

 

 

 

 

/s/ Gerald L. Parsky

 

December 8, 2004

 

GERALD L. PARSKY

 

 

22



 

GENERAL ELECTRIC PENSION TRUST

 

 

 

By:

GE Asset Management Incorporated,

 

 

 its Investment Manager

 

 

 

 

 

By:

/s/ Michael M. Pastore

 

December 8, 2004

 

Michael M. Pastore, Vice President

 

 

 

 

 

GE ASSET MANAGEMENT INCORPORATED

 

 

 

By:

  /s/ Michael M. Pastore

 

December 8, 2004

 

Michael M. Pastore, Vice President

 

 

 

 

 

 

GENERAL ELECTRIC COMPANY

 

 

 

 

 

By:

/s/ John H. Myers

 

December 8, 2004

 

 John H. Myers, Vice President

 

 

23



 

SCHEDULE A

 

AURORA ADVISORS, INC. EXECUTIVE OFFICERS

 

The business address of each of the persons listed below is Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, California 90024.

 

OFFICERS

 

POSITION(S)

 

 

 

Gerald L. Parsky

 

Chairman of the Board and managing director of AAI

 

 

 

Richard K. Roeder

 

Vice President and Assistant Secretary and managing director of AAI

 

 

 

Richard R. Crowell

 

President and Secretary and managing director of AAI

 

 

 

Frederick J. Elsea, III

 

Chief Financial Officer and Chief Financial Officer of AAI

 

24



 

SCHEDULE B

 

GE ASSET MANAGEMENT INCORPORATED

 

The business address of each of the persons listed below is 3001 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.

 

Executive Officers

 

Present Principal Occupation

 

 

 

John H. Myers

 

President and Chief Executive Officer

 

 

 

David B. Carlson

 

Executive Vice President – Domestic Equity Investments

 

 

 

Michael J. Cosgrove

 

Executive Vice President – Sales and Marketing

 

 

 

Kathryn D. Karlic

 

Executive Vice President – Fixed Income

 

 

 

Ralph R. Layman

 

Executive Vice President – International Equity Investments

 

 

 

Alan M. Lewis

 

Executive Vice President – General Counsel and Secretary

 

 

 

Robert A. MacDougall

 

Executive Vice President – Fixed Income

 

 

 

Donald W. Torey

 

Executive Vice President – Real Estate and Private Equities

 

 

 

John J. Walker

 

Executive Vice President – Chief Financial Officer

 

 

 

Anthony J. Sirabella

 

Senior Vice President – Chief Information Officer

 

 

 

Pamela K. Halligan

 

Vice President – Human Resources

 

 

 

William F. Ruoff, III

 

Vice President – Quality 

 

 

 

Greg O. Bouleris

 

Senior Vice President – Fixed Income

 

 

 

Stephen N. DeVos

 

Senior Vice President – Fixed Income

 

 

 

Thomas M. Powers

 

Senior Vice President – Fixed Income

 

 

 

Paul M. Colonna

 

Senior Vice President – Fixed Income

 

 

 

William M. Healey

 

Senior Vice President – Fixed Income

 

 

 

Mark R. Delaney

 

Senior Vice President – Fixed Income

 

 

 

Gregory B. Hartch

 

Senior Vice President – Fixed Income

 

 

 

Gregory W. Fletcher

 

Vice President – Fixed Income Finance

 

 

 

Kathleen S. Brooks

 

Vice President – Fixed Income

 

 

 

Vita-Marie Pike

 

Vice President – Fixed Income

 

 

 

Eric H. Gould

 

Vice President – Fixed Income

 

 

 

Craig M. Enright

 

Vice President – Fixed Income

 

 

 

Brad G. Postema

 

Vice President – Fixed Income

 

25



 

Alfredo Chang  

 

Vice President – Fixed Income 

 

 

 

Frederick W. Jackson

 

Vice President – Fixed Income

 

 

 

Mark H. Johnson

 

Vice President – Fixed Income

 

 

 

Don J. Duncan

 

Vice President – Money Market Investments

 

 

 

Michael J. Caufield

 

Senior Vice President – Fixed Income

 

 

 

Craig M. Varrelman

 

Vice President – Fixed Income

 

 

 

Susan M. Courtney

 

Vice President – Fixed Income

 

 

 

Stella V. Lou DeLucia

 

Vice President – Fixed Income

 

 

 

Brian Hopkinson

 

Senior Vice President – International Equity Portfolios

 

 

 

Daizo Motoyoshi

 

Senior Vice President – International Equity Portfolios

 

 

 

Jonathan L. Passmore

 

Senior Vice President – International Equity Portfolios

 

 

 

Michael J. Solecki

 

Senior Vice President – International Equity Portfolios

 

 

 

Judith A. Studer

 

Senior Vice President – International Equity Portfolios

 

 

 

T. Brent Jones

 

Vice President – International Equity Portfolios

 

 

 

Ping Zhou

 

Vice President – International Equity Portfolios

 

 

 

Robert A. Jasminiski

 

Vice President – International Equity Portfolios

 

 

 

Paul Nestro

 

Vice President – International Equity Portfolios 

 

 

 

Makoto F. Sumino

 

Vice President – International Equity Portfolios

 

 

 

Philip A. Riordan

 

Senior Vice President – Real Estate

 

 

 

Thomas D. Mockler

 

Vice President – Fixed Income

 

 

 

B. Bradford Barrett

 

Vice President – Real Estate

 

 

 

Robert P. Gigliotti

 

Vice President – Real Estate

 

 

 

Gerald Karr

 

Vice President – Real Estate

 

 

 

James M. Mara

 

Senior Vice President – International Private Equities

 

 

 

Andreas T. Hildebrand

 

Vice President – Private Equities

 

 

 

Patrick J. McNeela

 

Vice President – Private Equities

 

 

 

James Mitchell, Jr.

 

Vice President – Private Equities

 

 

 

Paolo G. M. Simonato

 

Vice President – International Private Equities

 

 

 

David W. Wiederecht

 

Vice President – Private Equities

 

 

 

Christopher D. Brown

 

Senior Vice President – Equity Portfolios

 

26



 

Damian J. Maroun

 

Senior Vice President – Equity Trading

 

 

 

Paul C. Reinhardt

 

Senior Vice President – Equity Portfolios

 

 

 

Nancy A. Ward

 

Senior Vice President – Equity Portfolios

 

 

 

Ralph E. Whitman

 

Senior Vice President – Equity Investments

 

 

 

Christopher W. Smith

 

Senior Vice President – Equity Portfolios

 

 

 

Richard L. Sanderson

 

Senior Vice President – Equity Research

 

 

 

Diane M. Wehner

 

Senior Vice President – Equity Portfolios

 

 

 

George A. Bicher

 

Vice President – Equity Investments

 

 

 

Clemence C. Garcia

 

Vice President – Equity Investments

 

 

 

Gerald L. Igou

 

Vice President – Equity Investments

 

 

 

Michael Isakov

 

Vice President – Equity Investments

 

 

 

Sandra J. O’Keefe

 

Vice President – Equity Investments

 

 

 

John H. Schaetzl

 

Vice President – Equity Investments

 

 

 

Christopher J. Sierakowski

 

Vice President – Equity Investments

 

 

 

Charles F. Stuart

 

Vice President – Equity Investments

 

 

 

Steven M. Fierstein

 

Vice President – Equity Investments

 

 

 

Thomas R. Lincoln

 

Vice President – Equity Investments

 

 

 

Anthony J. Mariani

 

Vice President – Equity Investments

 

 

 

Walter P. Ruane

 

Vice President – Equity Investments

 

 

 

Ravi K. Pamnani

 

Vice President – Equity Investments

 

 

 

John T. Boyce

 

Senior Vice President – Institutional Investments

 

 

 

Joseph M. Connors

 

Senior Vice President – Operations

 

 

 

Barbara Regan

 

Senior Vice President- Marketing

 

 

 

Michelle Fang

 

Vice President – Product Management

 

 

 

Mary R. Stone

 

Vice President – Trade Operations

 

 

 

Gareth J. Davies

 

Vice President – Risk Management

 

 

 

Tiffany Hanisch

 

Vice President – Financial Planning & Analysis

 

 

 

Lowell E. Haims

 

Vice President – Controller

 

 

 

John F. Robbins

 

Vice President – Compliance

 

 

 

Jane E. Hackney

 

Vice President – Equity Portfolio Management

 

27



 

Erica K. Evans

 

Vice President – Client Portfolio Management

 

 

 

Michael J. Tansley

 

Vice President – Finance Integration Quality    

 

 

 

Dory S. Black

 

Vice President – Assoc. Gen. Counsel & Asst. Secretary

 

 

 

Christopher J. Costello

 

Vice President – Assoc. Gen. Counsel & Asst. Secretary

 

 

 

Daniel L. Furman

 

Vice President – Assoc. Gen. Counsel Private Equities & Asst. Secretary

 

 

 

Leanne R. Dunn

 

Vice President – Assoc. Gen. Counsel Real Estate & Asst. Secretary

 

 

 

Jeanne M. La Porta

 

Vice President – Assoc. Gen. Counsel & Asst. Secretary

 

 

 

Michael M. Pastore

 

Vice President – Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Sec.

 

 

 

Scott A. Silberstein

 

Vice President – Assoc. Gen. Counsel & Asst. Secretary

 

 

 

Matthew J. Simpson

 

Senior Vice President, Gen. Counsel – Investment Services & Asst. Secretary

 

 

 

Charles I. Middleton

 

Vice President – Tax Counsel

 

Citizenship of all Executive Officers

 

U.S.A

 

Directors

 

Present Principal Occupation

 

 

 

David B. Carlson

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

Michael J. Cosgrove

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

Pamela K. Halligan

 

Vice President of GEAM

 

 

 

Kathryn D. Karlic

 

Executive Vice President of GEAM

 

 

 

Ralph R. Layman

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

Alan M. Lewis

 

Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT

 

 

 

Robert A. MacDougall

 

Executive Vice President of GEAM and Trustee of GEPT

 

28



 

John H. Myers

 

Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT

 

 

 

Anthony J. Sirabella

 

Senior Vice President – Chief Information Officer of GEAM

 

 

 

Donald W. Torey

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

John J. Walker

 

Executive Vice President – Chief Financial Officer of GEAM and Trustee of GEPT

 

 

 

Citizenship of all Directors

 

U.S.A

 

29



 

GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS

 

The names and principal occupations of the officers of General Electric Company are as follows:

 

NAME

 

PRESENT
BUSINESS ADDRESS

 

PRESENT
PRINCIPAL OCCUPATION

 

 

 

 

 

J.R. Immelt

 

General Electric Company

 

Chairman of the Board and

 

 

3135 Easton Turnpike

 

Chief Executive Officer

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

P.D. Ameen

 

General Electric Company

 

Vice President and Comptroller

 

 

3135 Easton Turnpike

 

 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

F. Beccalli

 

General Electric Company

 

Senior Vice President – GE Europe

 

 

3135 Easton Turnpike

 

 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

C. T. Begley

 

General Electric Company

 

Vice President – GE Rail

 

 

2901 East Lake Road

 

 

 

 

Erie, PA 16531

 

 

 

 

 

 

 

D.L. Calhoun

 

General Electric Company

 

Senior Vice President -

 

 

1 Neumann Way

 

GE Transportation

 

 

Cincinnati, OH 05215

 

 

 

 

 

 

 

J.P. Campbell

 

General Electric Company

 

Senior Vice President -

 

 

Appliance Park

 

GE Consumer & Industrial,

 

 

Louisville, KY 40225

 

Americas

 

 

 

 

 

W. H. Cary

 

General Electric Company

 

Vice President -

 

 

3135 Easton Turnpike

 

Investor Communications

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

K.A. Cassidy

 

General Electric Company

 

Vice President and GE Treasurer

 

 

201 High Ridge Road

 

 

 

 

Stamford, CT 06905-3417

 

 

 

 

 

 

 

Sir William Castell

 

GE Healthcare

 

Vice Chairman of the Board and

 

 

Pollards Wood, Nightingales Lane

 

Executive Officer, General Electric

 

 

Chalfont St. Giles

 

Company; President and CEO,

 

 

HP8 4SP Great Britain

 

GE Healthcare

 

 

 

 

 

W.J. Conaty

 

General Electric Company

 

Senior Vice President -

 

 

3135 Easton Turnpike

 

Human Resources

 

 

Fairfield, CT 06828

 

 

 

30



 

P. Daley

 

General Electric Company

 

Vice President - Corporate

 

 

3135 Easton Turnpike

 

Business Development

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

D.D. Dammerman

 

General Electric Company

 

Vice Chairman of the Board and

 

 

3135 Easton Turnpike

 

Executive Officer, General Electric

 

 

Fairfield, CT 06828

 

Company; Chairman, General

 

 

 

 

Electric Capital Services, Inc.

 

 

 

 

 

B.B. Denniston III

 

General Electric Company

 

Vice President and General Counsel

 

 

3135 Easton Turnpike

 

 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

S.C. Donnelly

 

General Electric Company

 

Senior Vice President -

 

 

One Research Circle

 

GE Global Research

 

 

Niskayuna, NY 12309

 

 

 

 

 

 

 

S. Fitzsimons

 

General Electric Company

 

Vice President -

 

 

3135 Easton Turnpike

 

Corporate Financial Planning

 

 

Fairfield, CT 06828

 

and Analysis

 

 

 

 

 

Y. Fujimori

 

General Electric Company

 

Senior Vice President - GE Asia

 

 

21 Mita 1-chome

 

 

 

 

Meguro-ku 3d Floor Alto

 

 

 

 

Tokyo, Japan 153-0062

 

 

 

 

 

 

 

A.H. Harper

 

General Electric Company

 

Senior Vice President –

 

 

260 Long Ridge Road

 

GE Equipment Management

 

 

Stamford, CT 06927

 

 

 

 

 

 

 

B.W. Heineman, Jr.

 

General Electric Company

 

Senior Vice President - Law

 

 

3135 Easton Turnpike

 

and Public Affairs

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

J.M. Hogan

 

General Electric Company

 

Senior Vice President -

 

 

P.O. Box 414

 

GE Healthcare

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

J. Krenicki

 

General Electric Company

 

Senior Vice President -

 

 

1 Plastics Avenue

 

GE Advanced Materials

 

 

Pittsfield, MA 01201

 

 

 

 

 

 

 

M.A. Neal

 

General Electric Company

 

Senior Vice President –

 

 

260 Long Ridge Road

 

GE Commercial Finance

 

 

Stamford, CT 06927

 

 

 

31



 

D.R. Nissen

 

General Electric Company

 

Senior Vice President –

 

 

201 High Ridge Road

 

GE Consumer Finance

 

 

Stamford, CT 06905-3417

 

 

 

 

 

 

 

J.A. Parke

 

General Electric Company

 

Senior Vice President -

 

 

260 Long Ridge Road

 

General Electric Company

 

 

Stamford, CT 06927

 

Vice Chairman, GE Capital

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

 

 

R.R. Pressman

 

General Electric Company

 

Senior Vice President -

 

 

5200 Metcalf Avenue

 

Employers Reinsurance Corporation

 

 

Overland Park, KS 66201

 

 

 

 

 

 

 

 

 

 

 

 

G.M. Reiner

 

General Electric Company

 

Senior Vice President -

 

 

3135 Easton Turnpike

 

Chief Information Officer

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

J.G. Rice

 

General Electric Company

 

Senior Vice President -

 

 

4200 Wildwood Parkway

 

GE Energy

 

 

Atlanta, GA 30339

 

 

 

 

 

 

 

K.S. Sherin

 

General Electric Company

 

Senior Vice President - Finance

 

 

3135 Easton Turnpike

 

and Chief Financial Officer

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

L.G. Trotter

 

General Electric Company

 

Senior Vice President -

 

 

Appliance Park

 

GE Consumer and Industrial

 

 

Louisville, KY 40225

 

 

 

 

 

 

 

W.A. Woodburn

 

General Electric Company

 

Senior Vice President -

 

 

187 Danbury Road

 

GE Infrastructure

 

 

Wilton, CT 06897

 

 

 

 

 

 

 

R.C. Wright

 

NBC Universal, Inc.

 

Vice Chairman of the Board and

 

 

30 Rockefeller Plaza

 

Executive Officer, General

 

 

New York, NY 10112

 

Electric Company; Chairman

 

 

 

 

and Chief Executive Officer,

 

 

 

 

NBC Universal, Inc.

 

Citizenship

Ferdinando Beccalli

 

Italy

Sir William Castell

 

U.K.

Shane Fitzsimons

 

Ireland

Yoshiaki Fujimori

 

Japan

All Others

 

U.S.A.

 

32



 

 

The names and principal occupations of the Directors of General Electric Company are as follows:

 

NAME

 

PRESENT
BUSINESS ADDRESS

 

PRESENT
PRINCIPAL OCCUPATION

 

 

 

 

 

 

 

J.I. Cash, Jr.

 

General Electric Company

 

Former Professor of Business

 

 

 

3135 Easton Turnpike

 

Administration-Graduate

 

 

 

Fairfield, CT 06828

 

School of Business

 

 

 

 

 

Administration, Harvard University

 

 

 

 

 

 

 

Sir William Castell

 

GE Healthcare

 

Vice Chairman of the Board and

 

 

 

Pollards Wood, Nightingales Lane

 

Executive Officer, General Electric

 

 

 

Chalfont St. Giles

 

Company; President and CEO,

 

 

 

HP8 4SP Great Britain

 

GE Healthcare

 

 

 

 

 

 

 

D.D. Dammerman

 

General Electric Company

 

Vice Chairman of the Board and

 

 

 

3135 Easton Turnpike

 

Executive Officer, General

 

 

 

Fairfield, CT 06828

 

Electric Company; Chairman,

 

 

 

 

 

General Electric Capital Services,

 

 

 

 

 

Inc.

 

 

 

 

 

 

 

A.M. Fudge

 

Young & Rubicam, Inc.

 

Chairman and Chief Executive

 

 

 

285 Madison Avenue

 

Officer,

 

 

 

New York, NY 10017

 

Young & Rubicam, Inc.

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

J.R. Immelt

 

General Electric Company

 

Chairman of the Board

 

 

 

3135 Easton Turnpike

 

and Chief Executive

 

 

 

Fairfield, CT 06828

 

Officer, General Electric Company

 

 

 

 

 

 

 

A. Jung

 

Avon Products, Inc.

 

Chairman and Chief

 

 

 

1345 Avenue of the Americas

 

Executive Officer,

 

 

 

New York, NY 10105

 

Avon Products, Inc.

 

 

33



 

A.G. Lafley

 

The Procter & Gamble Company

 

Chairman of the Board, President

 

 

 

1 Procter & Gamble Plaza

 

and Chief Executive

 

 

 

Cincinnati, OH 45202-3315

 

The Procter & Gamble Company

 

 

 

 

 

 

 

K.G. Langone

 

Invemed Associates, Inc.

 

Chairman, President and Chief

 

 

 

375 Park Avenue

 

Executive Officer,

 

 

 

New York, NY 10152

 

Invemed Associates, Inc.

 

 

 

 

 

 

 

R.S. Larsen

 

Johnson & Johnson

 

Former Chairman and Chief

 

 

 

100 Albany Street

 

Executive Officer

 

 

 

Suite 200

 

 

 

 

 

New Brunswick, NJ 08901

 

 

 

 

 

 

 

 

 

R.B. Lazarus

 

Ogilvy & Mather Worldwide

 

Chairman and Chief

 

 

 

309 West 49th Street

 

Executive Officer

 

 

 

New York, NY 10019-7316

 

 

 

 

 

 

 

 

 

S. Nunn

 

King & Spalding

 

Retired Partner

 

 

 

191 Peachtree Street, N.E.

 

King & Spalding

 

 

 

Atlanta, Georgia 30303

 

 

 

 

 

 

 

 

 

R.S. Penske

 

Penske Corporation

 

Chairman of the Board and

 

 

 

2555 Telegraph Road

 

President, Penske Corporation

 

 

 

Bloomfield Hills, MI 48302-0954

 

 

 

 

 

 

 

 

 

R.J. Swieringa

 

S.C. Johnson Graduate School

 

Anne and Elmer Lindseth Dean

 

 

 

Cornell University

 

and Professor of Accounting

 

 

 

207 Sage Hall

 

 

 

 

 

Ithaca, NY 14853-6201

 

 

 

 

 

 

 

 

 

D.A. Warner III

 

J. P. Morgan Chase & Co.,

 

Former Chairman of the Board

 

 

 

The Chase Manhattan Bank and

 

 

 

 

 

Morgan Guaranty Trust Co. of New York

 

 

 

 

 

345 Park Avenue

 

 

 

 

 

New York, NY 10154

 

 

 

 

 

 

 

 

 

R.C. Wright

 

NBC Universal, Inc.

 

Vice Chairman of the Board and

 

 

 

30 Rockefeller Plaza

 

Executive Officer, General

 

 

 

New York, NY 10112

 

Electric Company; Chairman

 

 

 

 

 

and Chief Executive Officer,

 

 

 

 

 

NBC Universal, Inc.

 

 

34



 

 

 

Citizenship

 

 

 

 

 

 

 

 

 

 

 

Sir William Castell

 

United Kingdom

 

 

 

C. X. Gonzalez

 

Mexico

 

 

 

Andrea Jung

 

Canada

 

 

 

All Others

 

U.S.A.

 

 

 

 

 

 

 

 

35



 

General Electric Pension Trust

 

The business address of each of the persons listed below is 3001 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.

 

NAME

 

PRESENT PRINCIPAL OCCUPATION

 

 

 

David B. Carlson

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

Michael J. Cosgrove

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

Ralph R. Layman

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

Alan M. Lewis

 

Executive Vice President, General Counsel and Secretary of

 

 

GEAM and Trustee of GEPT

 

 

 

Robert A. MacDougall

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

John H. Myers

 

Vice President of General Electric Company, President and

 

 

Chief Executive Officer of GEAM and Trustee of GEPT

 

 

 

Donald W. Torey

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

John J. Walker

 

Executive Vice President, Chief Financial Officer of GEAM and

 

 

Trustee of GEPT

 

Citizenship

 

U.S.A.

 

36